SENKADAGALA FINANCE PLC

Transcription

1 SENKADAGALA FINANCE PLC

2 SENKADAGALA FINANCE PLC Issue of 5,000,000 Senior, Unsecured, Redeemable, Listed, BBB+ (lka) Rated Three year (2013 / 2016) and Four year (2013 / 2017) Debentures of LKR 100 each In case of oversubscription there will be an option to issue a further 5,000,000 Debentures, totaling up to a maximum of 10,000,000 Debentures. LISTING ON THE MAIN BOARD OF THE COLOMBO STOCK EXCHANGE st ISSUE OPENS ON 21 MAY 2013 MANAGERS TO THE OFFERING TRUSTEES TO THE OFFERING Bank of Ceylon -i-

3 THE COLOMBO STOCK EXCHANGE (CSE) HAS TAKEN REASONABLE CARE TO ENSURE FULL AND FAIR DISCLOSURE OF INFORMATION IN THIS PROSPECTUS. HOWEVER, THE CSE ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE STATEMENTS MADE, OPINIONS EXPRESSED OR REPORTS INCLUDED IN THE PROSPECTUS. MOREOVER, THE CSE DOES NOT REGULATE THE PRICING OF DEBENTURE WHICH IS DECIDED SOLELY BY THE COMPANY / ISSUER -ii-

4 CORPORATE INFORMATION Issuer Senkadagala Finance PLC. Legal form Senkadagala Finance PLC is a listed company domicile in Sri Lanka incorporated under the Companies Ordinance No.51 of 1938 and registered under the Finance Companies Act No. 78 of 1988, which was later replaced by the Finance Business Act No.42 of The Company re-registered under the new Companies Act No.07 of 2007 and is also approved and registered under the Finance Leasing Act No.56 of Senkadagala Finance PLC also acts as an approved Credit Agency under the Mortgage Act No.06 of 1949 and the Trust Receipt Ordinance No.12 of Date of Incorporation th 29 December 1968 Registration Number PB 238 PQ Business & Registered Office nd No.267, 2 Floor, Galle Road, Colombo 03, Sri Lanka. Telephone: Fax : senk@senfin.com Website : Company Secretary Managers and Secretaries (Pvt) Ltd No.08, Tickell Road, Colombo 08. Auditors KPMG Chartered Accountants, Kandy Branch, Silverdale Complex, No.35 Yatinuwara Veediya, Kandy. Credit Rating Agency Fitch Ratings Lanka Ltd No.15-04, East Tower, World Trade Centre, Colombo 01. Bankers Commercial Bank of Ceylon PLC Hatton National Bank PLC Sampath Bank PLC -iii-

5 RELEVANT PARTIES TO THE OFFERING Managers to the Offering Taprobane Wealth Plus (Pvt) Ltd No. 10, Gothami Road, Colombo 08. Tel: Fax: Registrars to the Offering Business Intelligence (Pvt) Ltd No. 08, Tickell Road, Colombo 08. Tel: Fax: / 60 Trustee to the Offering Bank of Ceylon No. 04, Bank of Ceylon Mawatha, Colombo 01 Tel: Fax: Bankers to the Offering Commercial Bank of Ceylon PLC - Foreign Branch Commercial House, No.21, Bristol Street, Colombo 01 Tel: Fax: Lawyers to the Offering Legal Inc. Attorneys-at-Law No.201, De Saram Place, Colombo 10 Tel: Fax: Credit Rating agency to the Offering Fitch Ratings Lanka Ltd No.15-04, East Tower, World Trade Centre, Colombo 01 Tel: Fax: iv-

6 SALIENT FEATURES OF THE ISSUE/OFFERED Instrument Rating Listing Number of Debentures to be issued/ Offered Issue price / Face value of a Debenture Total value of the Issue/ Offered Tenure of Debentures Issue Opening Date Issue Closing Date Types of the Debentures / Interest Rates Listed, Senior, Unsecured, Redeemable & Rated Debentures. BBB+ (lka) by Fitch Ratings Lanka Limited Main Board of the Colombo Stock Exchange 5,000,000 (Five Million) Debentures with options to issue further 5,000,000 (Five Million) totaling up to a maximum of 10,000,000 (Ten Million) Debentures. LKR 100 (Rupees One Hundred) LKR 500,000,000 (Rupees Five Hundred Million) with the option to raise further LKR 500,000,000 (Rupees Five Hundred Million), totaling up to a maximum of LKR 1,000,000,000 (Rupees One Billion) 3 years (2013 / 2016) and 4 years (2013 / 2017) st 21 May 2013 (However, applications may be submitted forthwith) th 10 June 2013 or such earlier date on which the initial 5,000,000 Debentures or the entire 10,000,000 Debentures are fully subscribed in terms of this Prospectus. At the discretion of the investor 3 Years : Option 1 - Fixed Interest rate of 17.00% p.a. payable Quarterly. (AER-18.11%) Option 2 - Floating Interest rate of 6 months Gross Treasury Bill rate % p.a. payable Semi-Annually. 4 Years : Option 3 - Fixed Interest rate of 17.25% p.a. payable Quarterly. (AER %) Option 4 - Floating Interest rate of six (6) months Gross Treasury Bill rate plus 2.50% p.a. payable Semi-Annually. The Floating interest rate applicable to Option 2 & 4 is determined by Six months Gross Treasury Bill rate as announced by the Public Debt Department of the Central bank of Sri Lanka immediately prior to the commencement of each interest period. -v-

7 SALIENT FEATURES OF THE ISSUE / OFFERED (Contd..) Basis of allotment Minimum Subscription Mode of Payment (Principal & Interest) Dates of payment of Interest Redemption / Maturity date In the event of an over subscription the basis of allotment will be decided within seven (7) market days from the date of closure. The minimum subscription per application is Rupees Five Hundred Thousand (LKR 500,000) or Five Thousand (5,000) Debentures. Applications in excess of the minimum Subscription shall be in multiples of Rupees Five Hundred Thousand (LKR 500,000) or Five Thousand (5,000) Debentures Interest and Principal will be paid to Debenture holders by Crossed Cheques marked Account Payee Only. Interest Payments will be made within three (3) market days from the due date of interest. On completion of three (3) years / four (4) years respectively from the date of allotment or on such earlier date on which the Debentures are redeemed or become payable in terms of the Trust Deed. -vi-

8 LIST OF DEFINITIONS, ABBREVATIONS AND INTERPRETATIONS CBSL : Central Bank of Sri Lanka CDS : Central Depository Systems (Pvt) Ltd CSE / Exchange : The Colombo Stock Exchange LKR : Lankan Rupees, the Lawful currency of the Democratic Socialist Republic of Sri Lanka. SEC : The Securities and Exchange Commission of Sri Lanka ATS : Automated Trading System SFIN / Senkadagala Finance/ : Senkadagala Finance PLC The Company / The Issuer Fitch : Fitch Ratings Lanka Ltd Debentures : All of the Listed, Senior, Unsecured, Redeemable, Rated, Fixed / Floating Interest Rate, 3 year (2013 / 2016) & 4 year (2013 / 2017) Debentures to be issued pursuant to this Prospectus. Senior : In relation to the Debentures means that the claims of the Debenture holders shall in the event of winding up of the company rank in priority to the subordinated creditors of the Company but after the secured creditors of the Company and the preferential claims under Section 365 of the Companies Act No.07 of 2007, and also in priority to and over the claims and rights of the shareholders of the Company. Unsecured : The Debentures will not be secured by any specific assets of the Company Market Day : A day on which trading takes place on the Colombo Stock Exchange. Redemption : The repayment of Principal at maturity together with any interest accruing up to that time. Trust Deed : rd Trust Deed dated 23 April 2013 between Senkadagala Finance PLC and Bank of Ceylon AWPLR : Average Weighted Prime Lending Rate. A rate which is calculated weekly by CBSL, based on Lending Rates offered by Commercial Banks to their prime customers during the week. Interest Period : The period between two interest payment dates, which is inclusive of the interest payment date and the date immediately preceding the next interest payment date. -vii-

9 TABLE OF CONTENTS 1.0 INFORMATION CONCERNING THE ISSUE INVITATION TO SUBSCRIBE SUBSCRIPTION LIST PROSPECTUS OBJECTIVES OF THE ISSUE INTEREST RATE OPTIONS PAYMENT OF PRINCIPAL AND INTEREST REDEMPTION TRUSTEES TO THE OFFERING BENEFITS OF INVESTING IN LISTED DEBENTURES RIGHTS OF DEBENTURE HOLDERS RISK FACTORS ASSOCIATED WITH DEBENTURES CREDIT RATING TRANSFER OF DEBENTURES LISTING REGISTRATION COST OF THE ISSUE BROKERAGE UNDERWRITING INSPECTION OF DOCUMENTS PROCEDURE FOR APPLICATION PROSPECTUS AND APPLICATION FORMS ELIGIBLE APPLICANTS HOW TO APPLY MODE OF PAYMENT REJECTION OF APPLICATIONS ALLOTMENT OF DEBENTURES ACCEPTANCE AND REFUND DIRECT LODGEMENT WITH THE CDS AND TRADING OF DEBENTURES PROFILE OF THE COMPANY INCORPORATION CORPORATE PHILOSOPHY CORPORATE BACKGROUND BUSINESS ACTIVITIES FUTURE STRATEGIES, ASSUMPTIONS ON WHICH THE FUTURE STRATEGIES ARE BASED ON AND RISKS ASSOCIATED WITH SUCH STRATEGIES STATED CAPITAL TOP 10 SHAREHOLDERS OF THE COMPANY HUMAN CAPITAL DIVIDEND POLICY TAKE-OVER OFFERS DEGREE OF DEPENDENCE ON KEY CUSTOMERS AND SUPPLIERS TAXATION LITIGATION, DISPUTES AND CONTINGENT LIABILITIES DETAILS OF COMMISSIONS & BENEFITS PAID MATERIAL CONTRACTS TRANSACTIONS RELATED TO PROPERTY DETAILS OF MANAGEMENT AGREEMENTS CORPORATE GOVERNANCE PRACTICES viii-

10 4.0 BOARD OF DIRECTORS DETAILS OF THE BOARD OF DIRECTORS DIRECTORS STATEMENT DIRECTORS INTEREST IN ASSETS DIRECTORS INTEREST IN CONTRACTS OR ARRANGEMENTS DIRECTORS EMOLUMENTS KEY MANAGEMENT PERSONNEL MANAGING DIRECTOR / CHIEF EXECUTIVE OFFICER SENIOR MANAGEMENT EMOLUMENTS OF THE SENIOR MANAGEMENT STATUTORY DECLARATION STATUTORY DECLARATION BY THE DIRECTORS STATUTORY DECLARATION BY THE MANAGERS TO THE OFFERING STATUTORY DECLARATION BY THE COMPANY FINANCIAL INFORMATION PERFORMANCE OF SENKADAGALA FINANCE PLC PARTICULARS OF OTHER DEBT SECURITIES ISSUED AS AT 31ST DECEMBER ACCOUNTANTS REPORT FOR INCLUSION IN THE PROSPECTUS FIVE YEAR SUMMARY OF FINANCIAL STATEMENTS AUDIT REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31st DECEMBER ANNEXURE I : FITCH RATING REPORT ANNEXURE II : COLLECTION POINTS ANNEXURE III : CUSTODIAN BANKS ix-

11 1.0 INFORMATION CONCERNING THE ISSUE 1.01 INVITATION TO SUBSCRIBE Pursuant to a Resolutions passed by the Board of Directors of Senkadagala Finance PLC (hereinafter called The Company rd or SFIN) on 3 December 2012 and 9th April 2013 to borrow from the public up to a maximum of Rupees One Billion (LKR 1,000,000,000) by the issue of listed, senior, unsecured, redeemable, rated, three (3) year (2013 / 2016) and four (4) year (2013 / 2017) Debentures and at the par value of LKR 100 each payable in full as outlined in this Prospectus. These Debentures will be listed on the Main Board of the CSE. This Prospectus invites the public to make applications for the purchase of any or all of the Debentures, which have the following interest rate options; and which shall rank equal and pari passu to each other and differ only with respect to the interest coupon offered, tenor and the frequency at which the interest is paid. The descriptions of the Debenture instruments are as follows; Tenor - 3 Years Option 1 - Fixed Interest rate of 17.00% p.a. payable quarterly from the date of allotment until the expiry of three years from the date of allotment on the principal sum of the Debentures. (AER %) Option 2 - Floating interest rate equal to the six (6) months Gross Treasury Bill rate as announced by the Public Debt Department of the Central bank of Sri Lanka immediately prior to the commencement of each interest period plus 2.25% p.a. payable Semi Annually from the date allotment on the principal sum of the Debentures until the expiry of 3 years. Tenor - 4 Years Option 3 - Fixed Interest rate of 17.25% p.a. payable quarterly from the date of allotment until the expiry of four years from the date of allotment on the principal sum of the Debentures. (AER 18.40%) Option 4 - Floating interest rate equal to the six (6) months Gross Treasury Bill rate as announced by the Public Debt Department of the Central bank of Sri Lanka immediately prior to the commencement of each interest period plus 2.50% p.a. payable Semi Annually from the date allotment on the principal sum of the Debentures until the expiry of 4 years. The issue value shall be Rupees Five Hundred Million (LKR 500,000,000) with the option to raise a further Rupees Five Hundred Million (LKR 500,000,000), where the cumulative issue value becomes a maximum of Rupees One Billion (LKR 1,000,000,000). Subject to this limit, the Public could subscribe for any number (subject to the minimum subscription) of Debentures (for any one interest rate option or all options) mentioned above. The minimum subscription would be Rupees Five Hundred Thousand (LKR 500,000) and thereafter in multiples of Rupees Five Hundred Thousand (LKR 500,000) for any debenture of any interest rate option outlined in this Prospectus. Once the application has been submitted for a particular Debenture with a particular interest rate option, it is not possible for Investors to switch to Debentures with other interest rate options. This issue of Five Million (5,000,000) Listed, Senior, Unsecured, Redeemable, Rated, Three (3) year (2013 / 2016) & Four (4) year (2013 / 2017) Debentures, with Fixed & Floating Interest Rate options and in the event of an over subscription a further amount of Debentures to be issued not exceeding Five Million (5,000,000), shall rank pari passu to each other without any preference or priority over the other except for the interest rate offered, frequency of interest payment and the period to maturity. S E N K A D A G A L A F I N A N C E P L C 01

12 1.02 SUBSCRIPTION LIST The subscription list for the Listed, Senior, Unsecured, Redeemable, Rated, Three (3) year (2013 / 2016) and Four (4) year st (2013 / 2017) Debentures pursuant to this Prospectus will open at 9.00 a.m. on 21 May 2013 and shall remain open for fourteen (14) market days until closure at 4.30 p.m. on 10th June However, in the event of an over subscription of the Five Million (5,000,000) Debentures, the subscription list will close at 4.30 p.m. on the same day on which it is fully subscribed, with the notification of CSE, unless otherwise decided by the Company to keep the Subscription List open until subscription of a further Five Million (5,000,000) Debentures or part thereof as may be decided by the Company. In such event, the Subscription List will close at 4.30 p.m. on the day on which a further Five Million (5,000,000) Debentures or part thereof as may be decided by the Company have been subscribed, with the notification of the CSE or on 10th June 2013 whichever is earlier. Applications may however be made forthwith in the manner set out in Section 2.0 and accordingly, duly completed th application forms will be accepted from 10 May 2013 by Managers to the issue, Registrars to the Issue or by any member / trading member firm of the CSE as set out in the Collection Points of Section 2.01 of this prospectus PROSPECTUS th This Prospectus is dated 30 April This Prospectus has been prepared by Taprobane Wealth Plus (Pvt) Ltd on behalf of SFIN from the information supplied by the Company and its Directors and which is publicly available. The Company and its Directors having made all reasonable inquiries, confirm that to the best of their knowledge and belief the information contained herein is true and correct in all material respects and that there are no other material facts, the omission of which would make any statement herein misleading. While the Managers, Taprobane Wealth Plus (Pvt) Ltd have taken reasonable care to ensure full and fair disclosure, the Managers do not assume responsibility for any investment decisions, Prospective investors must rely on their own examination and assessments of the Company, including the risks involved. No dealer, sales person or any other person has been authorized to give any information or to make any representation in connection with the Listed, Senior, Unsecured, Redeemable, Rated Debenture Issue other than the information and representations contained in this Prospectus and if given or made, such information or representations must not be relied upon as having been authorized by the Managers to the issue or Senkadagala Finance PLC OBJECTIVES OF THE ISSUE The funds mobilized via this Offering would be utilized for the on-going lending activities of the Company. The three to four (3-4) year funds raised via the Offering is aimed at minimizing funding mismatches of the Company INTEREST RATE OPTIONS The Debentures consist of four (4) interest options for the investors to choose from and they rank equal and pari passu to each other, except the interest coupon offered, tenor and the frequency at which the interest is paid i.e. at the discretion of the investor. 02 S E N K A D A G A L A F I N A N C E P L C

13 Tenor - 3 Years Option 1 - Fixed interest rate of 17.00% p.a. payable quarterly from the date of allotment until the expiry of three (3) years from the date of allotment on the principal sum of the Debentures. (AER 18.11%) Option 2 - Floating interest rate equal to the six (6) months gross treasury bill rate as announced by the Public Debt Department of the Central Bank of Sri Lanka immediately prior to the commencement of each interest period plus 2.25% p.a. payable semi-annually from the date allotment on the principal sum of the Debentures until the expiry of three (3) years. Tenor - 4 Years Option 3 - Fixed interest rate of 17.25% p.a. payable quarterly from the date of allotment until the expiry of four (4) years from the date of allotment on the principal sum of the Debentures. (AER 18.40%) Option 4 - Floating interest rate equal to the six months gross treasury bill rate, as announced by the Public Debt Department of the Central Bank of Sri Lanka immediately prior to the commencement of each interest period plus 2.50% p.a. payable semi-annually from the date allotment on the principal sum of the Debentures until the expiry of four (4) years. st th th st The quarterly interest payments would be made on 31 March, 30 June, 30 September and 31 December each year st th whereas the semi-annual interest payment would fall on 31 March and 30 September each year from the date of allotment until redemption / maturity. The interest payments in respect of all four available options will be as follows: Option 1 & 3 above - Interest will be payable quarterly within three (3) market days from the end of every three (03) months, with the first th interest payment being made on 30 June 2013, being the interest due on account for the period commencing from the th date of allotment until the 30 of June The final interest payment will be made with the repayment of the principal sum on the date of redemption / maturity. Option 2 & 4 above - Interest will be paid semi-annually within three (3) market days from the end of every six (6) months. The first payment of interest is due on account for the period commencing from the date of allotment until the 30th September The final interest payment will be made with the repayment of the principal sum on the date of redemption. The interest calculation will be based upon the actual number of days in each interest payment period (Actual / Actual). In order to accommodate the Debenture Interest cycles in the Automated Trading System (ATS), interest payments shall not include the Debenture holders holding Debentures in the ATS as at the last day of the Payment Cycle (Quarterly / Semi-annually), but one day prior to the due date of interest (entitlement date). If the entitlement date is a holiday, interest shall be calculated including the entitlement date. S E N K A D A G A L A F I N A N C E P L C 03

14 1.06 PAYMENT OF PRINCIPAL AND INTEREST Payment of principal and interest will be made in Sri Lankan Rupees after deducting any taxes and charges thereon (if any) to the debenture holders registered as at the date of payment (in case of joint debenture holders, the payment will be made to the one whose name stands first in the Register of Debenture Holders) to the address registered with the CDS through register post to the debenture holder, by crossed cheques marked Account Payee Only. Interest payable on all Debenture options will be made only by cheques within three (3) market days from the end of each period. At maturity / redemption, the payment of principal along with the balance interest payment due will be made by cheques only REDEMPTION These Debentures are redeemable at maturity on the expiry of three (3) years and four (4) years respectively from the date of allotment in accordance with the provisions contained in the Trust Deed. Notwithstanding the foregoing, these Debentures may be redeemed by the Company prior to maturity in accordance with Clause 8.1 (ii) b of the Trust Deed which provides for the Company prepay the Debentures before the date of redemption th of the Principal sum subject to the prior written approval from the CBSL and the approval of 3/4 of the face value of the Debentures outstanding. The debenture holders shall not have any right or option to call for redemption of the Debentures before the date of maturity of such debentures, except in the circumstances where the Debentures have become immediately payable in terms of Clause 12.1 of the Trust Deed. On the date of maturity / redemption of the Debentures, the Company shall in accordance with the provisions contained in the Trust Deed pay to the Debenture holders the principal sum of the Debentures which ought to be redeemed and interest (if any) remaining unpaid up to the date of maturity / redemption of the Debenture. If the date of maturity / redemption falls on a non-working day on which the Banks are closed for business in Sri Lanka, then the Debentures shall be redeemed on the preceding day of the date of maturity / redemption TRUSTEES TO THE OFFERING Bank of Ceylon has agreed in writing to act as the Trustee to the debenture holders and has issued a consent letter to this effect. The Company has entered into an agreement with the Trustee (hereinafter called the Trust Deed ). Debenture holders in their application for subscription will be required irrevocably to authorize the Trustee, subject to overriding clauses in the Trust Deed, to act as their agents in entering into such deeds, writings, instruments with the Company and to act as agents and Trustees for the debenture holders in order to facilitate the protection of the debenture holders investment and return. The rights and obligations of the Trustee are set out in the Trust Deed, a copy of which is available for inspection as mentioned in Section 1.19 of this Prospectus. The Debentures shall be subject to the terms and conditions and confer such rights as are incorporated in the said Trust Deed. The fee payable to the Trustees will be LKR 230,000 per annum. 04 S E N K A D A G A L A F I N A N C E P L C

15 1.09 BENEFITS OF INVESTING IN LISTED DEBENTURES st As per the current tax legislations of Sri Lanka, interest income earned on Debentures listed after 1 January 2013 is exempted from Withholding Tax (WHT) and income tax. Provide an opportunity to earn a regular cash flow of interest payments quarterly / semi-annually, up to a fixed period of three or four years at the discretion of the investor. Opportunity to realize capital gains according to interest rate fluctuations in the financial market. Also if held to maturity there will be no capital loss incurred. Listed debentures provide the investor with an exit option. These Debentures could be used as collateral to obtain credit facilities from banks and financial institutions RIGHTS OF DEBENTURE HOLDERS Debenture holders are entitled to the following rights: Receive principal on the date of maturity / redemption and interest on the Debentures as per Section 1.05 of this prospectus and the provisions contained in the Trust Deed. In accordance with the Listing rules of the CSE, receiving audited financial statements of the Company within a period not exceeding five (5) months from the close of each financial year. The Audited accounts will be sent in CD form, unless a specific request for a hard copy is received by the Company. In the event of liquidation of the Company, Senior Debenture holders will rank in priority to the subordinated creditors but after the secured creditors of the Company and the preferential claims under Section 365 of the Companies Act No.07 of 2007, and also in priority to and over the claims and rights of the ordinary voting and nonvoting shareholders of the Company. Call, receive notice, attend and vote at the meetings of the Debenture holders in accordance with the provisions contained in the Trust Deed. The other rights of the holders of these Debentures are set out in the Trust Deed. Debenture holders are not entitled to the following rights: Attending and voting at meetings of holders of shares and other types of debentures. Sharing in the profits of the Company. Participating in any surplus in the event of liquidation. Obligations on the Debentures The Company shall repay the principal sum on the date of maturity / redemption and interest on the Debentures as per Section 1.05 of this Prospectus and the provisions contained in the Trust Deed and comply with all other terms and conditions stipulated in the Trust Deed in respect of these Debentures. S E N K A D A G A L A F I N A N C E P L C 05

16 When making payment of the principal sum and interest on the Debentures, the Company shall always act on the information furnished by the CDS and it shall be the responsibility / obligation of each Debenture holder to keep all the information in respect of such Debenture holder updated in the CDS. Each Debenture holder shall absolve the Company from any responsibility or liability in respect of any error or absence of necessary changes in the information recorded with the CDS RISK FACTORS ASSOCIATED WITH DEBENTURES Subscribers to Debentures will be exposed to the following risks. However, it should be noted that these risks are not unique to Senkadagala Finance PLC Debentures. a) Interest Rate Risk The price of a typical debenture will change inversely with changes in the market interest rates. If market interest rates rise, the price of the Debentures may fall: as market interest rates fall the price of Debentures may rise. (All other factors being equal) However interest rate risk is of importance only if an investor sells the Debenture prior to maturity. If an investor sells a Debenture prior to maturity when the market interest rate is higher than the SFIN Debenture interest rate, then the investor may incur a capital loss. Similarly if an investor sells a Debenture prior to maturity when market interest rate is lower than the SFIN Debenture interest rate, then the investor may obtain a capital gain. The risk of potential capital losses due to future increases in interest rates is known as Interest rate risk. b) Reinvestment Risk An interest bearing Debenture pays a periodic interest to the investor. The SFIN Debentures have interest rate options of quarterly or semi-annual basis at the investors choice. Assuming the investor decides to reinvest this interest payment and earn interest on interest income, the Debenture holder may be able to reinvest the interest earned at a higher or lower interest rate than the yield of the Debenture, depending on prevailing market interest rates. This uncertainty that, the interest rate at which the interest payments of the Debenture can be reinvested will fall, is known as Reinvestment Risk. c) Default Risk Default risk, also referred to as credit risk, refers to the risk that the issuer of a debenture may default, i.e. the issuer will not be able to pay interest and principal payments as promised on a timely basis. It is advisable for prospective SFIN Debenture investors to take into account the Company s past earnings performance and asset growth performance, present financial strength as reflected in the Balance Sheet of the Company, the rating awarded to the Company and its Debentures by Fitch, and the fact that the Company has a highly experienced and skilled directorate and senior management when forming an opinion on default risk. The rights of the debenture holders would be ranked in priority to the subordinated creditors of the Company but after the secured creditors of the Company. d) Liquidity Risk Liquidity risk refers to the ease with which the debenture can be sold in the secondary market, after the initial placement. Since the SFIN Debentures are listed on the CSE, investors will be able to sell the Debentures through the CSE in order to convert them to cash and to exit from the investment. e) Call Risk Call risk refers to the risk that the issuer will retire the entirety of the principal value of the debentures before maturity. The risk to investor is in that, the timing of the call is not known and the investor will be faced with a re-investment risk in the event the call is made at a time when the market interest rates have declined. 06 S E N K A D A G A L A F I N A N C E P L C

17 SFIN Debentures do not have a call risk except in the circumstances stated below. Since these Debentures shall not be redeemed by the Company prior to maturity for any reason whatsoever except due to unforeseen circumstances beyond the control of the Company. If redemption is to be done before maturity, it th will be done subject to the prior written approval from the CBSL and the approval of 3/4 of the Debenture holders in nominal value of the Debentures outstanding as set out under Clause 13.2 of the Trust Deed, when the principal sum is repaid before maturity. f) Inflation Risk The possibility of a decline in the real value of cash flows of a debenture, due to increase in inflation is referred to as inflation risk. Since the coupon rate of a fixed rate Debenture is not adjusted upwards in line with the inflation, Debentures carry an inflation risk. The interest rate of a floating rate debenture is periodically adjusted on the basis of a selected benchmark interest rate and to the extent the benchmark rate properly reflects inflation, floating rate debentures have less inflation risk. g) Duration Risk Duration risk is a measure of the price sensitivity of fixed income investments to change in interest rates. Calculation is based on the price sensitivity of a fixed income security to a prevailing market interest rate change of 100 basis points. Duration is expressed as a number of years to repay the price from the different cash flows incurred during the period of debenture to its maturity. The duration indicator addresses the risk of interest rate fluctuations. The higher the duration, the greater the price volatility or duration risk, while the lower duration carries a lower risk CREDIT RATING Fitch Ratings Lanka Ltd has assigned BBB+(lka) rating to the Company s Listed, Senior, Unsecured, Redeemable Rated three years (2013 / 2016) and four years (2013 / 2017) Debentures. The rating report issued by Fitch is set out in Annexure I of this Prospectus TRANSFER OF DEBENTURES (a) These Debentures shall be freely transferable and transmittable through the CDS as long as the Debentures are listed in the CSE and the registration of such transfer shall not be subject to any restriction, save and except to the extent required for compliance with statutory requirements. (b) Subject to provisions contained in the Trust Deed, the Company may register without assuming any liability any transfer of Debentures, which are in accordance with the statutory requirements and rules and regulations in force for the time being as laid down by the CSE, SEC and the CDS. (c) In the case of the death of a Debenture holder, The survivor where the deceased was a joint holder; and The executors or administrators of the deceased (or where the administration of the estate of the deceased is in law not compulsory, the heirs of the deceased) where such Debenture holder was the sole or only surviving holder; shall be the only persons recognized by the issuer as having any title to his/her Debentures. (d) Any person becoming entitled to any Debenture in consequence of bankruptcy or winding up of any Debenture holder, upon producing proper evidence that such debenture holder sustains the character in respect of which such debenture holder proposes to act or such debenture holder s title as the Board of Directors of the Company thinks sufficient, may at the discretion of the Board be substituted and accordingly, registered as a Debenture holder in respect of such Debentures subject to the applicable laws, rules and regulations of the Company, CDS, CSE and SEC. S E N K A D A G A L A F I N A N C E P L C 07

18 e) No change of ownership in contravention of the above conditions will be recognised by the Company LISTING An Application has been made to the CSE for permission to deal in and obtain a quotation on the Main Board for these Listed, Senior, Unsecured, Redeemable, Rated Debentures at a par value of LKR100/- each, all of which are offered to the public by way of this Debenture issue. The CSE however, assumes no responsibility for the correctness of the statements made or opinions expressed or reports included in this Prospectus. Admission to the Official List is not to be taken as an indication of the merits of SFIN or of the Debentures issued REGISTRATION A copy of the Prospectus has been delivered to the Registrar General of Companies of Sri Lanka for registration in compliance with the provisions contained in the Companies Act No 07 of The following documents have been attached to the copy of the Prospectus delivered to the Registrar of Companies. Written consent of the Banker s to the Offering, Commercial Bank of Ceylon PLC Written consent of the Lawyers to the Offering, Legal Inc, Attorneys-at-Law & Notaries Public Written consent of the Auditors and Reporting Accountants to the Offering, KPMG, Chartered Accountants for the inclusion of their name and their reports / financial statements in the Prospectus. Written consent of the Trustees to the Offering, Bank of Ceylon Written consent of the Managers to the Offering, Taprobane Wealth Plus (Pvt) Ltd. Written consent of the Registrars to the Offering, Business Intelligence (Pvt) Ltd Written consent of the Rating Agency to the Offering, Fitch Ratings Lanka Ltd A declaration by each of the Directors of the Company confirming that each of them have read the provisions of the Companies Act relating to the issue of the Prospectus and that those provisions have been complied with. In terms of Section 39 of the Companies Act No 07 of 2007, the Bankers to the Offering, the Lawyers to the Offering, Auditors and Reporting Accountants to the Offering respectively have given and have not before the delivery of a copy of this Prospectus for registration with the Registrar General of Companies, withdrawn their written consent to the inclusion of their names in the Prospectus. In terms of Section 38 of the Companies Act No 07 of 2007, The Managers, Registrars, Rating Agency and the Trustee to the issue have given and have not before the delivery of a copy of the Prospectus for registration, withdrawn their written consent for the inclusion of their names in the Prospectus. This Prospectus has not been registered with any authority outside Sri Lanka. This issue as contemplated in this Prospectus, is made in Sri Lanka and is subject to the exclusive jurisdiction of the court of Sri Lanka COST OF THE ISSUE The directors estimate that the total cost of the issue including the Listing fees, Trustee fees, Brokerage, printing, Marketing, Managers and Registrars fees and other costs connected with the issue will be approximately LKR 11 million and will be funded by Senkadagala Finance PLC. 08 S E N K A D A G A L A F I N A N C E P L C

19 1.17 BROKERAGE Brokerage at the rate of 0.25% per cent of the nominal value of the Debentures will be paid in respect of the number of debentures allotted on applications bearing the stamp of any member and trading member of the CSE and any agent appointed by the Company UNDERWRITING The Debenture issue is not underwritten. In the event the issue is under subscribed, the subscribers shall be allotted in full and funds raised shall be utilized to meet the objectives of the issue as stipulated in Section 1.04 of the Prospectus INSPECTION OF DOCUMENTS The following documents (or copies thereof) where applicable, may be inspected by the Public during normal business hours at the Registered Office of SFIN from the date hereof until the date of maturity of the debt security. Articles of Association of the Company Trust Deed st The Audited Financial Statements of the Company for the last five years ending 31 March 2008, 2009, 2010, 2011 and 2012 Issue Rating Report and All other documents pertaining to the Company to which references are made in this Prospectus. The Prospectus, Articles of Association of the Company and the Trust Deed will be hosted in the Company s website, and the CSE website, from the date of opening of subscription until the date of maturity of the debt security. S E N K A D A G A L A F I N A N C E P L C 09

20 2.0 PROCEDURE FOR APPLICATION 2.01 PROSPECTUS AND APPLICATION FORMS Copies of the Prospectus and Application Forms may be obtained free of charge from the following places / Institutions. The Prospectus and Application Forms could also be downloaded from and Registered Office of the Company Senkadagala Finance PLC nd No.267, 2 Floor, Galle Road, Colombo 03 Tel: Managers to the Offering Taprobane Wealth Plus (Pvt) Ltd No. 10, Gothami Road, Colombo 08 Tel: Registrars to the Offering Business Intelligence (Pvt) Ltd No. 08, Tickell Road, Colombo 08 Tel: Members and Trading Members of the CSE (Please Refer Annexure II of the Prospectus) Branches & Service Centers of Senkadagala Finance PLC (Please Refer Annexure II of the Prospectus) 2.02 ELIGIBLE APPLICANTS Applications are invited for the subscription of the Debentures from the following categories of applicants who maintain a valid CDS account at the time of the closure of the subscription list as per the Directive of the SEC. Citizens of Sri Lanka, who are resident in Sri Lanka and above eighteen (18) years of age. Companies, Corporations and other corporate bodies registered / incorporated / established in Sri Lanka. Approved Provident Funds, Trust Funds and Contributory Pension Schemes registered / established in Sri Lanka (in this case, the Applications should be in the name of the Trustee / Board of Management). Applications will NOT be accepted from foreign citizens, non-residents and individuals under the age of eighteen (18) years, or if made in the names of sole proprietorships, partnerships, unincorporated trusts or non-corporate bodies HOW TO APPLY a) Applications should be made on the Application Forms, issued with the Prospectus. Application Forms and Prospectuses are issued free of charge from the places / institutions covered in Section 2.01 of the Prospectus. Application Forms could also be downloaded from the Company s web site, and CSE web site (Exact size photocopies of Application Forms too would be accepted). 10 S E N K A D A G A L A F I N A N C E P L C

21 b) Care must be taken to follow the instructions given on the reverse side of the Application Form. Applications that do not strictly conform to such instructions and / or the terms and conditions set out in this Prospectus or which are incomplete or illegible may be rejected. c) Applications should be made for a minimum of Five Thousand (5,000) Debentures each (LKR 500,000) of any one type or all four types mentioned above. Applications exceeding Five Thousand (5,000) Debentures should be in multiples of Five Thousand (5,000) Debentures (LKR 500,000). Applications for less than Five Thousand (5,000) Debentures will be rejected. In the event you are applying for more than one type of Debenture, separate Application Forms should be used. Once the Application has been submitted for a particular Debenture with a particular interest, it is not possible for investors to switch to Debentures with other interest options. d) Multiple Applications for the same interest option will be rejected. Only one Application should be made by any person or entity in respect of one interest rate option. The issuer reserves the right to reject all multiple applications or suspected multiple applications. e) Joint Applications may be made. However, an applicant of a joint application will not be eligible to send a separate application individually or jointly in respect of the same category. Only one Application for one interest rate option of Debenture should be made for the benefit of any person or corporate body. The interest and capital payments / repayments (if any) will be drawn in favour of the principal applicant as given in the Application Form. f) In the case of Corporate Applicants, the common seal of the company should be affixed and attested if required by the Articles of Association or such other constitutional documents of such Applicants or as per the statutes governing them. In case of approved provident funds, trust funds and approved contributory pension schemes, the Applications should be in the name of the Trustees / Board of Management. g) A Sri Lankan citizen must state his/her National Identity Card (NIC) number on the Debenture Application Form. The Passport number can be given only when the NIC number is not available. In the case of a corporate entity, the Company registration number must be given. h) The Application Forms may be signed by someone on behalf of the Applicant(s) provided that such person holds the Power of Attorney (POA) of the Applicant(s). A copy of such POA certified by a Notary Public as True Copy should be attached with the Application Form. Original of the POA should not be attached. i) Applicants who wish to apply through their Margin Trading Accounts should submit the application in the name of the Margin Provider / Applicant s Name signed by the Margin Provider, requesting a direct upload of the Debentures to the Applicant s Margin Trading Account in the CDS. The Margin Provider should indicate the relevant CDS Account number relating to the Margin Trading Account in the space provided in the Application Form. A photocopy of the Margin Trading Agreement must be submitted along with the Application. Please note that the Margin Provider can apply under its own name and such Applications will not be construed as multiple Applications. nd j) As per the Directive of the SEC made under Circular No. 08/2010, dated 22 November 2010 and Circular No. 13/2010 th issued by the CDS dated 30 November 2010, all Debentures allotted must be directly uploaded to the CDS accounts. As such, all applicants should indicate their CDS account number in the Application Form. Applicants who do not have a CDS account are advised to open a CDS account prior to submitting the Application, in order to facilitate the uploading of allotted Debentures to their CDS account. S E N K A D A G A L A F I N A N C E P L C 11

22 Please note that upon the allotment of Debentures under this issue, the allotted Debentures would be credited to the Applicant s CDS account so indicated. Please note that DEBENTURE CERTIFICATES SHALL NOT BE ISSUED. Any Application which does not carry a valid CDS account number or indicates a number of a CDS account which is not opened at the time of the closure of the subscription list or which indicates an inaccurate / incorrect CDS account number, will be rejected and no allotment will be made. You can open a CDS account through any member / trading member of the CSE as set out in Annexure II of this Prospectus or through Custodian Banks as set out in Annexure III of this Prospectus. It should be noted that in the event the Applicant s CDS Account number is correctly stated in the Application Form all correspondence with such Applicant will be sent to the address given to the CDS by such Applicant. Further in the event the name or the address of the Applicant mentioned in the Application Form differ from the name or address given to the CDS by such Applicant in respect of the CDS Account mentioned in the Application Form, the name and the address given to the CDS by such Applicant in respect of the CDS Account mentioned in the Application Form will be considered as the name and address of such applicant. Therefore the Applicants shall ensure that their name and address mentioned in the Application Form tally with the name and address given to the CDS in respect of the CDS Account mentioned in the Application Form. k) Application Forms properly filled in accordance with the instructions thereof, together with the remittance (Cheque, Bank Draft or Bank Guarantee as the case may be) for the full amount payable on Application should be enclosed in a sealed envelope marked Senkadagala Finance PLC Debenture Issue 2013 and addressed and dispatched by post or delivered by hand to the Registrars to the Issue at the following address; Business Intelligence (Pvt) Ltd No. 08, Tickell Road, Colombo 08. l) In the alternative, Application Forms could also be handed over to any of the Collection Points set out in Section 2.01 of this Prospectus. Applications sent by post or delivered to any places mentioned in Section 2.01 (Collection Points) should reach the office of the Registrars to the Issue at least by 4.30 p.m. on the following working day upon the closure of the subscription list. Applications received after the said period will be rejected even though they have been delivered to any of the Collection Points prior to the closing date or carry a post mark dated prior to the closing date MODE OF PAYMENT a) Payment should be made separately in respect of each Application by way of Cheque, Bank Draft or Bank Guarantee. Remittances on Applications will be deposited in a separate bank account in the name of Senkadagala Finance PLC Debenture issue b) Application Forms accompanied by cash will not be accepted. Applicants who wish to pay in cash can obtain a bank draft from any Licensed Commercial Bank in Sri Lanka. Payments in any other form other than as mentioned above will not be accepted. 12 S E N K A D A G A L A F I N A N C E P L C

23 c) The amount payable should be calculated by multiplying the number of Debentures applied for by the issue price of LKR 100 per Debenture. If there is discrepancy in the amount payable and the amount specified in the payment mode (Cheque / Bank Draft / Bank Guarantee), the Application will be rejected. d) Payment for Applications for Debentures of a value below Rupees One Hundred Million (LKR 100,000,000) could be supported by a cheque or bank draft only. In such instances Application Form should be accompanied by only one cheque or bank draft, and should be issued for the full amount indicated in the Application Form. An Application for Debentures of a value below Rupees One Hundred Million (LKR 100,000,000) accompanied by two or more cheques / bank drafts will be rejected at the outset. Bank Guarantees shall not be accepted for values less than Rupees One Hundred Million (LKR 100,000,000). e) Applications for Debentures of a value above Rupees One Hundred Million (LKR 100,000,000) will be permitted to submit multiple bank drafts (not cheques) or a Bank Guarantee. The Applications with multiple bank drafts are required to attach a list to the Application Form giving details of payment, such as amount of bank draft, name of bank and branch and bank draft number. f) Cheques and Bank Drafts should be drawn upon Licensed Commercial Bank in Sri Lanka and crossed Account Payee Only and made payable to Senkadagala Finance PLC Debenture Issue 2013 g) In the event cheques are not realized within 2 market days from the closure of the subscription list such Applications may be rejected in order to facilitate the completion of the allotment within 7 market days of the closure of the issue, and cheques realized after such date will be refunded and no allotment of Debentures will be made. Cheques must be honored on first presentation for Application to be valid. h) All cheques / Bank Drafts received in respect of the Applications will be banked immediately after the closure of the subscription list. i) Applicants are advised to ensure that sufficient funds are available in order to honor the Bank Guarantees, inclusive of charges when called upon to do so by the Registrars to the issue. It is advisable that the Applicants discuss with their respective Bankers, the matters with regard to the issuance of Bank Guarantees and all charges involved. All expenses inclusive of charges relating to Bank Guarantee should be borne by the Applicant. j) The Bank Guarantees should be in a form acceptable to the Company and the Registrars to the Issue and should be issued by a Licensed Commercial Bank in Sri Lanka and payable on demand unconditionally to Senkadagala Finance PLC Debenture Issue 2013 Please note that Bank Guarantees should be valid for a minimum of one (1) month from the date of opening the issue REJECTION OF APPLICATIONS a) Application Forms and the accompanying remittance mode (Cheque / Bank Draft / Bank Guarantee) which are illegible or incomplete in any way and / or are not in accordance with the terms, conditions and instructions set out in this Prospectus will be rejected at the sole discretion of the Company. b) Applications from individuals under the age of 18 years or in the names of Sole Proprietorships, Partnerships or Unincorporated Trusts will also be rejected. c) An Applicant of a joint application will not be eligible to submit another application either individually or jointly under the same interest rate option. Only one Application should be made by any person or entity under one interest rate option. Multiple Applications will be rejected. S E N K A D A G A L A F I N A N C E P L C 13

24 d) Applications which do not carry a valid CDS account number at the time of the closure of the subscription list or which indicate an incorrect / inaccurate CDS Account number shall be rejected, and no allotment will be made. Application Forms stating third party CDS Account numbers, instead of their own CDS Account numbers, except in the case of Margin Trading Accounts, will also be rejected. e) Any Application Form which does not state the NIC, Passport or Company Registration number, as the case may be, will be rejected. f) Applications with two or more cheques will be rejected. Application Forms accompanied by cash will not be accepted. g) In the event that cheques are not realized within two (2) market days from the closure of the subscription list and realized after such date the monies will be refunded and no allotment of Debentures will be made. Cheques must be honored on first presentation for the Application to be valid. In the event Cheques are dishonored / returned on first presentation, the Application will be rejected. h) Applications delivered by hand to the Registrars to the Issue, or to any place/ institution discussed in section 2.01 and Annexure II (Collection Points) after the subscription list is closed will be rejected. i) Applications sent by post by 4.30 pm on the following day to any place/ institution discussed in section 2.01 should also reach the office of the Registrars to the issue at least on the following day immediately upon the closure of the Subscription List. Applications received after the said duration will be rejected even though they have been delivered to any of the Collection points prior to the closing date or carry a post mark dated prior to the closing date ALLOTMENT OF DEBENTURES In the event of over subscription, the basis of allotment will be decided by the Board of Directors of the Company before the expiry of seven (7) market days from the closure of the issue and will be announced to the CSE. No preferential allotments will be made by the Company with regard to any specific individual or entity. The allotments will be made in a fair manner. The Board of Directors of SFIN reserves the right to refuse any application or to accept any application in part only, without assigning any reason therefore. Successful applicants will be informed of the allotment within ten (10) market days of the closure of the subscription list ACCEPTANCE AND REFUNDS a) Where an Application is not accepted subsequent to the Cheque being realized, the Applicant s money in full or where an Application is accepted only a part, the balance of the Applicant s money will be refunded. b) All refunds will be made by crossed cheques and sent by register post to the registered address. Refunds on fully or partly un-allotted Debentures would be made within ten (10) market days excluding the date of closure of the Issue. In the case of a joint application, a Crossed Cheque will be drawn in favour of the Applicant whose name appears first in the Application Form. Applicants shall be entitled to receive interest at the last quoted Average Weighted Prime Lending Rate (AWPLR) published by the CBSL plus five percent (5%) on any refunds not made within ten (10) market days. 14 S E N K A D A G A L A F I N A N C E P L C

25 2.08 DIRECT LODGMENT WITH THE CDS AND TRADING OF DEBENTURES a) If the Applicant s CDS Account number is correctly stated in the Application Form, the Debentures allotted will be directly uploaded to the CDS Account stated in the Application Form before the expiry of eighteen (18) market days from the date of closure of the subscription list. A written confirmation in this regard will be sent to the Applicant within two (2) Market days of crediting the CDS Account, by ordinary post to the Registered Address of such applicant. b) In terms of CSE Listing Rules, the Company shall submit to the exchange a Declaration on the market day immediately following the day on which the investors CDS Accounts are credited with the Debentures. The Debentures shall commence trading on or before the third (3) market day upon receipt of the Declaration by the Exchange. S E N K A D A G A L A F I N A N C E P L C 15

26 3.0 PROFILE OF THE COMPANY 3.01 INCORPORATION th Senkadagala Finance PLC is a Limited Liability Company, which was incorporated in Kandy on 29 December CORPORATE PHILOSOPHY Our Vision To be a leading financial institution in Sri Lanka that delivers high quality services and achieves excellence in all spheres of activity while being socially conscious at all times. Our Mission To provide a wide range of diversified financial services and to acquire a portfolio of loanable funds that yields an adequate return to our shareholders, whilst safeguarding the interests of our depositors and other stakeholders CORPORATE BACKGROUND Senkadagala Finance PLC was initially formed in the city of Kandy in Since then, the company has become one of the largest registered finance companies operating under the purview of Central Bank of Sri Lanka. In compliance with the regulatory requirements of the Monetary Board of Central Bank of Sri Lanka, the Company was listed on the Diri Savi Board nd of the Colombo Stock Exchange on 22 March Principal lines of business of the Company comprised of finance leases, hire purchases and commercial loans. Moving towards diversification, the Company also provides pawn broking, bill discounting, investment in money market instruments and acceptance of deposits in terms of fixed deposits, term deposits, certificate of deposits and savings deposits. The Company expanded its reach by operating in fifty two (52) locations spread across the island. Recently the Company opened a fully-fledged branch in Jaffna, thereby increasing the total number of branches to thirty nine (39) and service centers to thirteen (13) as at the end of March Fitch has affirms the BBB+(lka) credit rating of the Company, noting the excellent track record of performance along with healthy asset quality, improved credit control systems and the long operating history of over forty (40) years. The Board of Directors of Senkadagala Finance comprises of eight (8) members, and is headed by the Chairman, Mr. C.L. de Alwis. The Corporate Management team is guided by the CEO - Mr. L. Balasuriya, who possesses over thirty two (32) years experience in the financial sector and many other fields BUSINESS ACTIVITIES Principal Lines of Business Finance Leases Hire Purchases Commercial Loans 16 S E N K A D A G A L A F I N A N C E P L C

27 Core Business Activities Pawn brokering Bill discounting Investments in debt market instruments Acceptance of fixed deposits, term deposits, certificate of deposits, and savings deposits Foreign Exchange Business 3.05 FUTURE STRATEGIES, ASSUMPTIONS ON WHICH THE FUTURE STRATEGIES ARE BASED ON AND RISKS ASSOCIATED WITH SUCH STRATEGIES Future Strategies The Company s future strategies include strengthening its customer base and diversifying its business. Accordingly the Company has received approval from the Central Bank of Sri Lanka to form thirteen (13) new branches / service centers in dispersed locations, which would further boost its customer base in the future. The Company has laid out strategies to diversify its business, by entering into new business segments. The recent venture into foreign currency dealership and the launch of its chip-driven VISA debit card, were such plans that intend to explore new customer groups and further strengthen its product portfolio. Apart from this the pawn brokering business initiated in the latter part of the last financial year has experienced an immense growth during the year. Therefore the Company plans to open service centers dedicated to pawn brokering business in potential areas in the future. Insurance Brokering is also another area of business SFIN is looking forward to develop further. Assumptions on which the Future Strategies are based on Macro-economic conditions prevalent in the future would be conducive for the finance sector. The demand for financial products would rise in the future, in line with the anticipated economic growth. Favorable tax legislations and regulatory environment prevails in the future for the finance business. Risks associated with Future Strategies Like all other financial institutions, the Company s future strategies will be vulnerable to macro-economic risks, liquidity risks, credit risks and operational risks. Macro-Economic Risks The Company s future strategies are exposed to macro-economic risks such as interest rate risk, exchange rate risk and inflation risk, all of which affects the disposable income level of consumers, thereby affecting their saving and spending patterns, which directly and indirectly impacts on the lending and borrowing portfolios of finance companies. Finance companies are also exposed to regulatory risks such as changes in tax legislation and rules and directions issued by the Central Bank of Sri Lanka. S E N K A D A G A L A F I N A N C E P L C 17

28 Liquidity Risks This refers to the solvency risk, where a company is unable to meet its obligations due to several factors including but not limited to over-reliance on a particular source of funding and market-wide issues such as the rippling effects from the failure of other finance companies, which was the main cause of the recent financial crisis. As a risk mitigation strategy, SFIN ensures that sufficient liquid reserves are maintained at all times in the form of cash, short-term investments and credit line facilities. Credit Risks Refers to the risk posed by the borrowers inability to meet the obligations towards the Company on time. In order to mitigate this risk SFIN has adopted many strategies including adopting stringent credit evaluation processes and st diversification to different business segments. Improvements in the Company s Gross NPL ratio to 0.9% as at 31 December 2012 is a strong indication of the quality of the loans and advances portfolio maintained by the Company. Operational Risks This refers to the possible losses and disruptions arising due to natural disasters, failed internal processes, frauds or errors instigated by employees etc. Notably SFCL has established an effective Risk Management Committee in order to mitigate any foreseeable operational hazards that could arise in the future STATED CAPITAL st The detailed breakdown of the Stated Capital as at 31 December 2012 is given below; No. of issued shares 53,368,000 Stated Capital (LKR) 533,680,000 The Company s capital structure does not include non-voting, preference or any other class of shares. Also the Company does not have any outstanding convertible debt securities. There is no statutory restriction on the free transferability of securities. 18 S E N K A D A G A L A F I N A N C E P L C

29 TH 3.07 TOP TEN (10) SHAREHOLDERS OF THE COMPANY AS AT 20 MARCH 2013 Name No. of Shares Percentage (%) E.W. Balasuriya & Company (Pvt) Ltd 29,994, % Hallsville Trading Group Inc. 4,180, % Dr. (Mrs.) G. Madan Mohan 3,065, % Dr. A. Balasuriya 3,065, % Mr. R. Balasuriya 3,065, % Dr. M. Balasuriya 3,065, % Mrs. L. Fernando 2,570, % Mr. L. Balasuriya & Ms. A. S. Balasuriya 1,532, % Mr. L. Balasuriya & Mr. S. K. Balasuriya 1,532, % Mr. D. K. C. R. Fernando 495, % 3.08 HUMAN CAPITAL The permanent employee s details as at date of Prospectus are as follows; Category Number Management Staff 81 Executive Staff 292 Minor Staff 9 Total 382 The employees of the entity are not engaged in any labour union activities and there are no labour unions or any significant agreements entered into between the Company and any labour unions DIVIDEND POLICY In deciding the dividend payout ratio of the Company many factors such as earnings after tax, expected capital requirement, potential growth and industry practices are taken in to consideration. In the previous financial year, 25% of profit after tax was disbursed as dividends TAKE-OVER OFFERS There have been no take-over offers by third parties in respect of Senkadagala Finance PLC shares during the past two years. Also the Company has not made any takeover offers in respect of shares of a third party. S E N K A D A G A L A F I N A N C E P L C 19

30 3.11 DEGREE OF DEPENDENCE ON KEY CUSTOMERS AND SUPPLIERS The Company, which operates in the finance sector, mobilizes funds principally through public deposits, bank borrowings and other institutional borrowings, ensuring access to diversified sources of funding, thus avoiding dependence on any particular source of funding or lending. The Company s island wide network of branches ensures a wide spread customer deposit base, while lower single borrower limits consciously maintained with banks and other suppliers of funds, ensures that over reliance on any particular supplier of funds are avoided TAXATION The Company is not enjoying any tax concessions or tax exemptions as at date of Prospectus LITIGATION, DISPUTES AND CONTINGENT LIABILITIES There are no material legal, arbitration or mediation proceedings, which may have or have had in the recent past, affected the financial position or profitability of the Company. As at date there are no penalties imposed by any regulatory and/ or state authorities. The Company had no material contingent liabilities as at balance sheet date that would affect current and future profits DETAILS OF COMMISSIONS & BENEFITS PAID No other commissions or benefits were payable, paid, given or intended to be paid or given in the two preceding years - for subscribing or agreeing to subscribe or procuring or agreeing to procure or promoting or agreeing to promote, subscriptions for any shares or debentures of the Company MATERIAL CONTRACTS The Company has not entered into any material contracts other than those contracts entered into in the ordinary course of business TRANSACTIONS RELATED TO PROPERTY There are no transactions relating to the property that took place within the two preceding years in which any vendor of the property to the company or any person who is or was at the time of the transaction, a promoter or a director or proposed director of the Company had any interest, direct or indirect DETAILS OF MANAGEMENT AGREEMENTS There are no management agreements presently in force or currently being considered. 20 S E N K A D A G A L A F I N A N C E P L C

31 3.18 CORPORATE GOVERNANCE PRACTICES The company places a high degree of importance to Corporate Governance which involves the system in which the company is directed, managed and controlled. It is fundamental for a company s growth, competitiveness and sustainability. Financial institutions should impose great concern in protecting the stakeholder s interest in which the board of directors discharges their duties with high ethical value and accountability towards committing good governance practices. At Senkadagala Finance we employ principles and practices of good governance which ensures that the company s affairs are conducted in an effective and transparent manner. The board consists of eight (08) Directors of which, four (04) directors including the Chairman holds office in a nonexecutive capacity and is also independent. The board initiates the formation of various sub committees namely Audit, Remuneration and Risk Management Committee. Audit Committee The committee is responsible for overseeing the preparation and presentation of the company s financial statements and ensuring adequate disclosure in the financial statements. The audit committee comprises of three (03) independent nonexecutive directors. The following directors are members of the committee. i. Mr. W.A.T. Fernando - Chairman of the committee, Independent, Non-Executive Director ii. Mr. C.L. De Alwis - Chairman of the Board, Independent, Non-Executive Director iii. Mr. S. Kulatunga - Independent, Non-Executive Director iv. Mr. L. Balasuriya (By Invitation) - Executive Director Other members of the committee are as follows, Mr. Sanath Bandaranayake - Additional CEO Mr. T. K. Aturupana - AGM - Accounts Mr. Kumudu Rajapakshe - Senior Financial Officer Mr. Thushara Ranatunga - Manager - Internal Audit Representatives from the Audit Firms Remuneration Committee The Committee is entrusted with the responsibility of maintaining competitive remuneration packages. The Remuneration Committee comprises of two (02) Directors and the Managing Director. The Committee includes; i. Mr. C.L. De Alwis - Chairman of the committee, Independent, Non-Executive Director ii. Mr. L. Balasuriya (By Invitation) - Executive Director iii. Dr. P. Ramanujam - Independent, Non-Executive Director iv. Mr. Raj Fernando - Chief Manager - Personnel & Administrations S E N K A D A G A L A F I N A N C E P L C 21

32 Integrated Risk Management Committee The responsibilities of the committee includes reviewing the effectiveness of risk controls and procedures the risk governance structure which is done in compliance with risk control policies, procedures and regulations. The committee comprises of two (02) directors and the Chairman attends the meeting by way of invitation. i. Mr. C.L. De Alwis (By Invitation) - Chairman of the Board and Independent, Non-Executive Director- Chairman of the committee ii. Mr. W.A.T. Fernando - Independent, Non-Executive Director iii. Mr. L. Balasuriya - Executive Director Other members of the committee are as follows, Mr. Sanath Bandaranayake - Additional CEO Mr. Pradeep Ikiriwatte - Deputy CEO Mr. Jagath Jayatilake - General Manager- Operations Mr. Timothy De Silva - DGM- IT Mr. T. K. Aturupana - AGM- Accounts Mr. Kumudu Rajapakshe - Senior Financial Officer Mr. Shanker Supramaniam - Manager- Treasury Mr. Raj Fernando - Chief Manager- Personnel & Administrations Mr. Lakshman Perera - Manager-Foreign Currency Mr. A.D. Hettiarachchi - AGM-Credit Control Mr. Nihal Karunarathne - Chief Manager- Recoveries Mr. N. Rasingolla - Senior Manager- IT 22 S E N K A D A G A L A F I N A N C E P L C

33 4.0 BOARD OF DIRECTORS 4.01 DETAILS OF THE BOARD OF DIRECTORS Full Name and Address of Directors Experience Mr. Chandra Lal de Alwis No.146/10 A1, Dutugemunu Street, Kohuwela, Dehiwela. Mr. Chandra Lal de Alwis obtained his Bachelor s Degree in Business Management from NIBM Sri Lanka. In June 1986 he was appointed as a Director in Chemanex Ltd and later he became the company s CEO/ Managing Director. He is also the Chairman of its three subsidiaries; Chemanex Adhesives Ltd., Chemanex Exports and Yasui Gloves (Pvt) Ltd. He retired from these positions in September 2010 and is currently serving as a Director on the Boards of Ceylon Tapes (Pvt) Ltd., Link Natural Products (Pvt) Ltd. and Laughs Gas PLC. In 1994, he was appointed the General Secretary of Japan Sri Lanka Technical & Cultural Association (JASTECA). Mr. de Alwis has chaired several world conferences of Association for Overseas Technical Scholarship (AOTS) and also was the Chairman of the Organizing Committee of the AOTS World Conference held in Sri Lanka in October Currently he is the Vice Patron of JASTECA and Chairman of the World Network of Friendship (WNF) Committee of AOTS. Mr. de Alwis is the General Secretary of the Sasakawa Trust in Sri Lanka and is currently the Chairman of the Joint Chambers Business Forum and Senior Deputy President of Sri Lanka China Business Cooperation Council. He is also a member of the Presidential Commission on Tertiary & Vocational Education and a Board member of the University of Vocational Training & Technology. Mr. Lakshman Balasuriya No.14, Claessen Place, Colombo 05. Mr. Lakshman Balasuriya is a director of Senkadagala Hotels Ltd, E.W. Balasuriya & Co. (Pvt) Ltd and Thompsons Beach Hotels Ltd. He holds a B.Sc (Lond.) & M.Sc (Lancaster), and has over 32 years of experience in finance, hotels and other commercial fields. He is the Managing Director and Chief Executive Officer of Senkadagala Finance PLC. Dr. Asoka Balasuriya No.03, Galkanda Lane, Anniewatte, Kandy. Dr. Balasuriya holds a B.Sc. (Lond.) & a Ph.D. (Lond.) and has over 30 years of experience in the field of gem and jewellery. He is also a director of Senkadagala Hotels Ltd, Thompsons Beach Hotels Ltd and is the Chairman of E.W. Balasuriya & Co. (Pvt) Ltd. Ms. Lakshmi Fernando No.30/3, Ward Place, Colombo 07 Ms. Fernando holds a B.Sc. (Hons) and has over 17 years of experience in the field of finance as well as in hotel management. She is a director of Thompsons Beach Hotels Ltd, Senkadagala Hotels Ltd and E.W.Balasuriya & Co. (Pvt) Ltd. Dr. Mahendra Balasuriya No. 30/3, Ward Place, Colombo 07 Dr. Balasuriya is a director of Senkadagala Hotels Ltd, E.W. Balasuriya & Co. (Pvt) Ltd and Thompsons Beach Hotels Ltd. He holds a Bachelors Degree in Veterinary Science and has over 27 years of experience in hotels and other related fields. S E N K A D A G A L A F I N A N C E P L C 23

34 Full Name and Address of Directors Experience Mr. Widanalage Ajith Terence Fernando No. 24A, Iceland Residencies, Galle Road, Colombo 03. Mr. Fernando is a Fellow of the Chartered Institute of Management Accountants of the United Kingdom (FCMA) and has a MA in Financial Economics from the University of Colombo. He counts over 20 years experience in capital markets of Sri Lanka. In the year 2000, he founded Capital Alliance in partnership with Asia Capital Ltd. Currently he is the group CEO of the Capital Alliance group which includes Capital Alliance Holdings Ltd, Capital Alliance Ltd. (a primary dealer for Government securities, appointed by the Central Bank of Sri Lanka) and Capital Alliance Securities (Pvt) Ltd. which is a trading member of the Colombo Stock Exchange. In addition, he serves on the boards of many private companies including ADZ Insurance Brokers (Pvt) Ltd, Ashthi Holdings (Pvt) Ltd, Ceylon Tea Brokers PLC, Shift Solutions (Pvt) Ltd., First Media Solutions (Private) Ltd., Colombo Divers (Pvt) Ltd., Zen Capital (Pvt) Ltd. and Trade Finance & Investment Ltd. He is Deputy Chairman of the Financial Ombudsman s office and a director of the Lanka Financial Services Bureau. He previously served as a Director of Asia Capital Limited, Vanik Incorporation Ltd. and First Capital Ltd. Dr. Prathap Ramanujam No.12/2, Vihara Mawatha, Kolonnawa. Dr. Ramanujam holds a first class B.Sc. (Hons) Degree from the University of Peradeniya and a M.Sc. Degree in Economics from the University of Bristol (UK). He obtained his Ph.D in Economics from the Australian National University, Canberra, Australia. Dr. Ramanujam retired after 38 years of distinguished service in the Public Sector. He was the Permanent Secretary to several key Ministries including Tourism, Livestock Development & Estate Infrastructure, Civil Aviation and Urban Development during the last 14 years of his career in the Public Sector. Dr. Ramanujam is currently Chairman and CEO of Panasian Power PLC, Chairman and Director of Manelwela Hydropower (Pvt) Ltd and Padiyapelella Hydropower (Pvt) Ltd. He is also a Director of PanAsian Investments (Pvt) Ltd. and a Director in Ceylon Agro Industries Ltd. Mr. Sanjay Sumanthri Kulatunga No. 32, Park Street, Colombo 02 Mr. Kulatunga holds a MBA from the University of Chicago (Booth School Of Business) and is a Chartered Financial Analyst. He is a past finalist of the Chartered Institute of Management Accountants, UK. Mr. Kulatunga is an Excecutive Director of Amba Research and a member of the Financial System Stability Consultative Committee (FSSCC) of the Central Bank of Sri Lanka. He previously served as a Commissioner of the Securities & Exchange Commission Of Sri Lanka from May 2011 to August Mr. Kulatunga also serves as a Non -Executive Independent Director of Odel PLC and Expo Lanka Holdings PLC and as an Independent Director of Orion City Ltd. 24 S E N K A D A G A L A F I N A N C E P L C

35 4.02 DIRECTORS STATEMENT No Director or a person nominated to become a Director is / was involved in the following events: A petition under bankruptcy laws filed against such a person or any partnership in which he was a partner or any corporation of which he was as an executive officer. A conviction of fraud, misappropriation or breach of trust or any other similar offence which the CSE considers a disqualification DIRECTORS INTEREST IN ASSETS Directors hold no interest in any assets acquired, disposed or leased by Senkadagala Finance PLC during the past two years preceding the issue, and proposed to be acquired, disposed or leased during the two years succeeding the issue DIRECTORS INTEREST IN CONTRACTS OR ARRANGEMENTS There are no contracts or arrangements in force in which a director of Senkadagala Finance PLC is materially interested, in relation to the business of the Company as at the date of Prospectus DIRECTORS EMOLUMENTS The aggregate emoluments including bonus and /or profit sharing payments made to the Directors for the financial year st ended 31 March 2012 was LKR 15,520,000. The aggregate emoluments including bonus and /or profit sharing payable to the Directors for the financial year ending st 31 March 2013 is estimated at LKR 13,655,625. S E N K A D A G A L A F I N A N C E P L C 25

36 5.0 KEY MANAGEMENT PERSONNEL 5.01 MANAGING DIRECTOR / CEO Mr. Lakshman Balasuriya (Refer Section 4.01 of the Prospectus) Managing Director / Chief Executive is / was NOT involved in the following events: A petition under bankruptcy laws filed against such a person or any partnership in which he was a partner or any corporation of which he was as an executive officer. A conviction of fraud, misappropriation or breach of trust or any other similar offence which the CSE considers a disqualification SENIOR MANAGEMENT Name & Designation Description Mr. Sanath Bandaranayake (Additional Chief Executive Officer) Mr. Bandaranayake holds a Bachelor s degree in Science from the University of Sri Jayawardenapura, Sri Lanka. He was the Deputy General Manager of Operations at Commercial Bank of Ceylon PLC. In the year 2012, he retired having served the bank for thirty six (36) years. Mr. Pradeep Ikiriwatte (Deputy Chief Executive Officer) Mr. Ikiriwatte counts over thirty (30) years of experience in the leasing and operational activities of SFIN and four (4) years audit experience at KPMG, Chartered Accountants. Mr. Jagath Jayatilake (General Manager-Operations) Mr. Jayatilake has over twenty eight (28) years of experience in the leasing and operational activities of SFIN. Mr. Keerthi Athurupana (Asst. General Manager-Accounts) Mr. Athurupana holds over twenty five (25) years of experience in SFIN. Five years audit experience at KPMG, Chartered Accountants. Mr. Timothy de Silva (Deputy General Manager-Information Technology) Mr. de Silva is a pioneer in the Sri Lankan software industry and holds over 25 years experience in the Information Technology (IT) field. He was the past Head of Software Department of Keells Business Systems Ltd. He is a member of a number of professional computer bodies. Mr. Kumudu Rajapakse (Senior Financial Officer) Mr. Rajapakse is an Associate Member of the Institute of Chartered Accountants of Sri Lanka and a graduate from the University of Sri Jayawardenepura. He has over 10 years of financial experience at SFIN and four (4) years experience at KPMG, Chartered Accountants EMOLUMENTS OF THE SENIOR MANAGEMENT The aggregate emoluments including bonus and /or profit sharing payments made to the Senior Management excluding st the CEO/ Managing Director for the financial year ended 31 March 2012 was LKR 13,149,200. The aggregate emoluments including bonus and /or profit sharing payable to the Senior Management excluding the st CEO/ Managing Director for the financial year ended 31 March 2013 is estimated at LKR 18,594, S E N K A D A G A L A F I N A N C E P L C

37 6.0 STATUTORY DECLARATIONS 6.01 STATUTORY DECLARATION BY THE DIRECTORS th 30 April 2013 We, the undersigned who are named herein as Directors of Senkadagala Finance PLC hereby declare and confirm that we have read the provisions of the Companies Act No. 7 of 2007 relating to the issue of the Prospectus and that those provisions have been complied with. "This Prospectus has been seen and approved by the directors of Senkadagala Finance PLC and they collectively and individually accept full responsibility for the accuracy of the information given and confirm that provisions of the CSE Listing Rules and of the Companies Act No. 07 of 2007 and any amendments to it from time to time have been complied with and after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading or inaccurate. Where representations regarding the future performance of the Entity have been given in the Prospectus, such representations have been made after due and careful enquiry of the information available to the entity and making assumptions that are considered to be reasonable at the present point in time in the best judgment of the directors." Sgd. Mr. Chandra Lal de Alwis Chairman Sgd. Mr. Lakshman Balasuriya Managing Director / CEO Sgd. Mr. Asoka Balasuriya Director Sgd. Mrs. Lakshmi Fernando Director Sgd. Mr. Mahendra Balasuriya Director Sgd. Mr. Widanalage Ajith Terence Fernando Director Sgd. Dr. Prathap Ramanujam Director Sgd. Mr. Sanjaya Sumanthri Kulatunga Director S E N K A D A G A L A F I N A N C E P L C 27

38 6.02 STATUTORY DECLARATION BY THE MANAGERS TO THE OFFERING nd 22 March, 2013 We, Taprobane Wealth Plus (Pvt) Limited, of No. 10, Gothami Road, Colombo 08 being the Managers to the Listed Debenture Issue of Senkadagala Finance PLC hereby declare and confirm that to the best of our knowledge and belief the Prospectus constitutes full and true disclosure of all material facts about the issue and issuer; and where appropriate, it has satisfied itself that profit forecasts have been stated by the directors after due and careful enquiry. nd The Common Seal of Taprobane Wealth plus (Pvt) Limited affixed on the 22 day of March 2013 at Colombo in the presence of, Sgd. Anoma Bandara Director/ Head of Corporate Finance Sgd. Roshan Anthony Director 6.03 STATUTORY DECLARATION BY THE COMPANY th 20 March, 2013 "An application has been made to the Colombo Stock Exchange for permission to deal in and for a listing for all securities in a particular class issued by the Entity and those Securities of the same class which are the subject of this issue. Such permission will be granted when the Securities are listed on the Colombo Stock Exchange. The Colombo Stock Exchange assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports included in this Prospectus. Listing on the Colombo Stock Exchange is not to be taken as an indication of the merits of the Entity or of the Securities issued th The Common Seal of Senkadagala Finance PLC affixed on this 20 day of March 2013 at Colombo in the presence of, Sgd. Dr. Mahendra Balasuriya Director Sgd. Managers & Secretaries (Pvt) Ltd Company Secretaries 28 S E N K A D A G A L A F I N A N C E P L C

39 7.0 FINANCIAL INFORMATION 7.01 FINANCIAL ANALYSIS Revenue & Profitability Income of the Company which comprised of interest and other income surpassed the LKR 2 billion threshold, witnessing st a growth of 25% yoy for the year ended 31 March LKR (mn) 2,500 INCOME MOVEMENTS 2,000 1,500 1, Interest Income Other Income New business granted by the Company for the period under review was LKR 7.3 billion, a growth of 80% yoy, out of which 54% came from the leasing segment, while hire purchase contribution was 45% yoy. However it is noteworthy to mention that this excellent performance was achieved with the contribution from 15 new service centers opened up in lucrative areas during the year. SOURCES OF INTEREST INCOME INTEREST EXPENSES 15% 31% 27% 1% 32% 54% 40% Finance leases Other interest income sources Hire purchases Fixed Deposits Debentures Securitized Loans Other Interest Expenses S E N K A D A G A L A F I N A N C E P L C 29

40 The Company recorded an interest income of LKR 1.87 billion over LKR 1.49 billion recorded in 2011, out of which 85% came from lease and hire purchase segments amounting to LKR 581 million and LKR 1 billion respectively. Even though the interest income earned from hire purchase showed dominance over the Company s revenue base, it reflects only a slight growth of 1% yoy. Comparatively, the favourable macroeconomic conditions prevalent in the market was supportive to witness a sharp incline in the lease portfolio, thereby giving rise to the interest income earned from this segment to LKR 581 million, a massive growth of 154% yoy. In line with interest income, interest expenses also reflected an increment of 19% yoy to reach LKR 806 million. Fresh funds which came in large quantum via securitizations and debentures during the year was the main reason for such increases and interest expenses from these two categories grew by 53% and 14% respectively. Despite the 14% yoy growth recorded in the fixed deposit base, interest paid on fixed deposits reflected a slight drop from LKR 263 million to LKR 260 million, a noteworthy performance in the light of the growing interest trend prevalent in the market. Accordingly, the Net interest income for the period under review recorded a commendable growth of 31% yoy to reach LKR 1.1 billion. Net income as a percentage of total income also improved to 51% over 49% recorded in Other income for the financial year has gone up by 23% yoy to reach LKR 218 million, out of which LKR 45 million was earned through commission income. Recovery of bad debt and gain on disposal of motor vehicles also contributed LKR 40 million and LKR 34 million respectively. Newly added segment to other income was the fees earned through rendering IT st services, which also earned LKR 25 million for the year ended 31 March Operating expenses of the Company for the period under review grew by LKR 72 million to reach LKR 590 million mainly due to the 15 new service centers added to its branch network. Thereby personnel cost and depreciation of property, plant and equipment for the given financial year have increased by 25% and 22% respectively. Establishment expenses, which are categorized under other expenses, also recorded a notable movement from LKR 128 million to LKR 151 million. As a result of stringent recovery methodologies adopted by the Company, a loan loss provision of LKR 37.8 million st recorded in 2011 was converted to a reversal of LKR 7.9 million for the year ended 31 March LKR (mn) PROFITABILITY MOVEMENTS Profit Before Tax Profit After Tax Profit before tax for the period under review witnessed a superior performance from LKR 350 million to LKR 643 million, a growth of 84% yoy. Despite the significant growth momentum recorded in taxable profits, income tax of the Company recorded only a marginal increment of 8% yoy to reach LKR 137 million, as a result of effective tax control methods followed by the Company. Thereby after tax profits soared to LKR 506 million, a remarkable growth of 128% yoy. 30 S E N K A D A G A L A F I N A N C E P L C

41 Per Share Performance st Earnings per share for the year ended 31 March 2012 reflected a commendable growth of 128% yoy to reach LKR 9.49 against LKR 4.17 recorded in Accordingly, the shareholders were also benefited with the per share dividend of LKR 2.38 over LKR 1.19 declared in the last financial year, an increment of 100% yoy. However, the dividend payout ratio stood at 25% compared to 29% recorded in 2011, which indicates that the retention ratio accounted favourably from the Company s point of view at 75%. Net assets per share (NAPS) of the Company witnessed a notable improvement of 39% yoy, to reach a level of LKR LKR PER SHARE PREFORMANCE EPS DPS NAPS * Please note that there was a bonus issue which took place in the F/Y 2010/2011 to the proportion of 3 new shares for 2 existing st shares. Accordingly the number of shares of the Company has increased from 21,347,200 to 53,368,000 by 31 March Asset Base of the Company LKR (mn) 12,000 ASSET BASE 10,000 8,000 6,000 4,000 2, st Total asset base of the Company as at year ended 31 March 2012, witnessed a phenomenal growth of 64% yoy, to reach 11.3 billion over LKR 6.9 billion of the previous financial year. Almost 95% of the assets could be categorized under earnings assets, whereas the remainder would fall under non - interest earning assets, comprising of property plant and equipment, Investment securities and dealing securities. Property, plant & equipment recorded a significant increase of 29% yoy to reach LKR 513 million, mainly due to branch expansions as well as the new addition of a vehicle fleet amounting to LKR 129 million. Intangible assets, which mainly comprised of Information technology products (software) made a value addition of LKR 45 million, a growth of 34% yoy, after accommodating adequate amortization adjustments amounting to LKR 7 million. LKR S E N K A D A G A L A F I N A N C E P L C 31

42 COMPOSITION OF THE ASSET BASE 4% 5% 3% 6% 3% 79% Cash & Equivalents Government Securities Other Assets Deposits with LCD Lending Portfolio Non - Earning Assets It is noteworthy to mention that the Company has invested LKR 637 million with licensed commercial banks for the year st ended 31 March In order to enhance the liquidity position and to meet the statutory requirements, exposure on investments in government securities have increased from LKR 199 million to LKR 304 million, a substantial growth of 53% yoy. Cash and equivalents for the year declined by 20% yoy to reach LKR 337 million. Other receivables also witnessed a notable growth momentum of 24% yoy to reach LKR 401 million after providing adequate provision under bad and doubtful debt amounting to LKR 12 million. Lending portfolio of the Company reflected a sharp increment of 66% yoy to reach LKR 8.9 billion. As discussed earlier, Finance leases could be recognized as the key driver of the lending portfolio, which witnessed a tremendous growth of 203% yoy to reach LKR 4.3 billion mainly due to favourable market conditions prevalent in the country during the first half of the year. Compared to leases, hire purchase portfolio for the year has grown at a slower pace of 18% yoy and reached to LKR 4.4 billion, but still continued its dominance in the lending portfolio as well as in the asset base. Commercial loans and other loans granted by the Company reflected drops of 47% and 1% to reach LKR 27 million and LKR 136 million respectively. Asset Quality of the Company (Performance of NPL Ratio) st For the year ended 31 March 2012, despite an impressive growth recorded in the lending portfolio, a significant turnaround could be observed in the loan loss provisioning made in the last financial year amounting to LKR 37.8 million to a reversal of LKR 7.9 million, a substantial improvement of 121% yoy, mainly due to stringent criteria of credit evaluations and also the effectiveness of the lending - recovery process carried out by the Company. Recovery ratios of the Company s lease and hire purchase segments also continued at superior levels of 96.6% and 96.1% respectively. As depicted below, the Company successfully recorded the lowest non performing ratios (NPLs) and will continue with more strategies to bring down this ratio further. Also it is noteworthy to mention that the Company is among the best who has the lowest NPL ratio in the LFC sector in Sri Lanka. 2011/ / /2010 Industry ( ) Gross NPL 1.15% 2.28% 4.32% 5.0% Net NPL 0.44% 0.8% 2.90% 1.6% 32 S E N K A D A G A L A F I N A N C E P L C

43 Capital Structure Shareholders Funds st With the superior performance recorded in after tax profits, shareholders funds for the year ended 31 March 2012 has augmented by 39% yoy to reach LKR 1.5 billion, thereby the return on shareholders funds was further strengthened to 33.5% over 20.5% recorded the last year. Stated Capital continued at the same level of LKR 534 million. In line with the directive issued by the Central bank of Sri Lanka, the company has transferred the required percentage to the Statutory reserve fund from its profits amounting to LKR 30 million. Accordingly its outstanding balance rose to LKR 130 million as at st 31 March Being more prudent, another LKR 220 million was transferred to the General fund to facilitate future expansions and to be used in the event of contingencies. After distributing LKR 81 million as dividends, retained earnings of the Company stood at LKR 66 million. LKR (mn) SHAREHOLDERS' FUNDS 1,600 1,400 1,200 1, Shareholders Funds Growth Rate % 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% COMPOSITION OF SHAREHOLDERS' FUNDS 46% 6% 4% Stated Capital Statutory Reserve Fund General Reserve 9% 35% Investment Fund Reserve Retained Earnings Due to accelerated growth momentum recorded in the asset base, equity as a percentage of total assets reflected a drop from 15.82% to 13.42%. Similarly, equity as a percentage of interest bearing borrowings also stood at 16.60% over 21.10% recorded in the previous financial year. Both the core capital ratio & total risk weighted capital ratio stood at 15.24%, which was far in excess of the CBSL minimum requirement of 5% and 10% respectively. % CAPITAL ADEQUACY RATIOS CBSL Core Capital minimum requirement CBSL Risk Weighted Capital minimum requirement Company's Core Capital / Risk Weighted Capital Ratio S E N K A D A G A L A F I N A N C E P L C 33

44 Liability Structure st Deposit base for the year ended 31 March 2012 continued its moderate growing trend to reach LKR 2.7 billion, a growth of 14% yoy. More than 96% of the deposit base comprised of fixed deposits, whereas the reminder was contributed from savings deposits and certificate of deposits. Deposit interest cover for the F/Y 2011 / 12 has improved to 3.63 over 2.63 recorded in the previous financial year. Liquid assets as a percentage of the deposit base have further strengthened from 25.81% to 46.70%, which is far in excess of the industry requirement of 10%. LKR (mn) 3,000 DEPOSIT BASE 2,500 2,000 1,500 1, Apart from the funds raised through public deposits, funding mix of the Company comprised of asset backed securitizations and unsecured debentures amounting to LKR 4.7 billion and LKR 1.7 billion respectively. Asset backed securitizations reflected a sharp increment of 232% yoy and debentures too recorded a growth of 26% yoy, which implies that the Company was wise enough to recognize the rising trend in interest rates, and has given higher weightage for term loans, especially as a cost effective source. Accordingly deposits to term loan ratio stood at 30:70 for the year ended st 31 March LKR (mn) 5,000 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1, TERM LOANS Debentures Asset Backed Securitizations 34 S E N K A D A G A L A F I N A N C E P L C

45 Cash Flow Movements st For the financial year ended 31 March 2012, net cash flows generated from operating activities were significantly eroded from negative LKR 189 million to negative LKR 3.4 billion, mainly as a result of massive growth witnessed in net advances disbursed to customers amounting to LKR 3.5 billion. Similarly the negative balance of the net cash flow generated from investing activities expanded to LKR 199 million over negative LKR 93 million recorded in 2011, due to expenditure incurred on property, plant & equipment. By facilitating the said funding needs, net cash flows generated from financing activities soared to LKR 3.5 billion against LKR 184 million recorded in the previous financial year. Accordingly the net cash flows generated during the year was a negative LKR 84 million, which resulted in the year-end cash & cash equivalent balance to reach a level of LKR 306 million. ST 7.02 PARTICULARS OF OTHER DEBT SECURITIES ISSUED AS AT 31 DECEMBER 2012 (LKR) Type of Instrument Outstanding Balance st as at 31 December 2012 Payable within 1 year Payable after 1 year Commercial Papers 86,550,000-86,550,000 Debentures 2,066,000, ,000,000 1,607,000,000 Securitizations /Term Loans 5,034,250,421 2,186,817,849 2,847,432,574 The holders of the Debentures listed in the table above are entitled to receive the Principal sum on the date of Maturity / Redemption and interest on the Debentures as per the provisions setout in their respective Debenture Certificates. The holders of the said Debentures are not entitled to any special right or any privileges or rights of the Shareholders of the Company, including the right to receive notice, attend and vote at the General Meeting of the Company, receive any dividend or distributions or share the profits of the Company or to participate in any surplus assets of the Company in the event of liquidation. S E N K A D A G A L A F I N A N C E P L C 35

46 7.03 ACCOUNTANTS REPORT FOR INCLUSION IN THE PROSPECTUS 36 S E N K A D A G A L A F I N A N C E P L C

47 S E N K A D A G A L A F I N A N C E P L C 37

48 38 S E N K A D A G A L A F I N A N C E P L C

49 7.04 FIVE YEAR SUMMERY OF FINANCIAL STATEMENTS S E N K A D A G A L A F I N A N C E P L C 39

50 40 S E N K A D A G A L A F I N A N C E P L C

51 S E N K A D A G A L A F I N A N C E P L C 41

52 42 S E N K A D A G A L A F I N A N C E P L C

53 S E N K A D A G A L A F I N A N C E P L C 43

54 ST 7.05 AUDIT REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH S E N K A D A G A L A F I N A N C E P L C

55 S E N K A D A G A L A F I N A N C E P L C 45

56 46 S E N K A D A G A L A F I N A N C E P L C

57 S E N K A D A G A L A F I N A N C E P L C 47

58 48 S E N K A D A G A L A F I N A N C E P L C

59 S E N K A D A G A L A F I N A N C E P L C 49

60 50 S E N K A D A G A L A F I N A N C E P L C

61 S E N K A D A G A L A F I N A N C E P L C 51

62 52 S E N K A D A G A L A F I N A N C E P L C

63 S E N K A D A G A L A F I N A N C E P L C 53

64 54 S E N K A D A G A L A F I N A N C E P L C

65 S E N K A D A G A L A F I N A N C E P L C 55

66 56 S E N K A D A G A L A F I N A N C E P L C

67 S E N K A D A G A L A F I N A N C E P L C 57

68 58 S E N K A D A G A L A F I N A N C E P L C

69 S E N K A D A G A L A F I N A N C E P L C 59

70 60 S E N K A D A G A L A F I N A N C E P L C

71 S E N K A D A G A L A F I N A N C E P L C 61

72 62 S E N K A D A G A L A F I N A N C E P L C

73 S E N K A D A G A L A F I N A N C E P L C 63

74 64 S E N K A D A G A L A F I N A N C E P L C

75 S E N K A D A G A L A F I N A N C E P L C 65

76 66 S E N K A D A G A L A F I N A N C E P L C

77 S E N K A D A G A L A F I N A N C E P L C 67

78 68 S E N K A D A G A L A F I N A N C E P L C

79 S E N K A D A G A L A F I N A N C E P L C 69

80 70 S E N K A D A G A L A F I N A N C E P L C

81 S E N K A D A G A L A F I N A N C E P L C 71

82 72 S E N K A D A G A L A F I N A N C E P L C

83 S E N K A D A G A L A F I N A N C E P L C 73

84 74 S E N K A D A G A L A F I N A N C E P L C

85 S E N K A D A G A L A F I N A N C E P L C 75

86 76 S E N K A D A G A L A F I N A N C E P L C

87 S E N K A D A G A L A F I N A N C E P L C 77

88 78 S E N K A D A G A L A F I N A N C E P L C

89 ST 7.06 INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2012 S E N K A D A G A L A F I N A N C E P L C 79

90 80 S E N K A D A G A L A F I N A N C E P L C

91 S E N K A D A G A L A F I N A N C E P L C 81