SamSon international PlC annual report 2013/14 i Evolution of the Company Samson International Plc is a subsidiary of the DSI Samson Group (Pvt) Ltd. The parent Company was founded in 1962. DSI Samson Group has an export turnover of more than 1% of the country’s total export turnover and has a workforce of 8,500 employees. The majority of their factories are located in remote rural areas. Samson International PLC is one of them. Samson International Plc started its business on 14th October 1988 at a time the open economic policies had got firmly established in the country with a great tendency among the business community to commence export-oriented projects. Accordingly, this Company was intended to produce rubber-based products largely for export markets. Samson International Plc now manufactures and exports molded and extruded rubber products such as hot water bottles, jar sealing rings, rubber mats, rubber floorings, beadings and mud flaps mainly to international markets. Samson International Plc has 324 employees and the main factory is situated at Bogahagoda, Galle. Milestones • 1988 – Samson International Ltd. was incorporated as a Private Company on 14th October, 1988 • 1992- Ordinary shares of the Company were listed in the Colombo Stock Exchange and became a public quoted company as Samson International Plc on 24th July, 1992 • 1994 - Was awarded the first “ ISO 9001: 2008 quality management certificate” among the rubber-related product manufacturing companies in Sri Lanka • 2007- Invested in the first microwave continuous line machine in Sri Lanka. (This is the only microwave machine in South Asia) • 2009- Purchased all assets of Aksel Rubber Mat Company, Kalutara • 2012 - Was awarded the Gold Export Award from the National Chamber of Exporters of Sri Lanka • 2013 – Was awarded the Gold Export Award from the National Chamber of Exporters of Sri Lanka for the second consecutive year when the Company celebrated its Silver Jubilee • 2014- Purchased assets of Okta PVC Lanka (Private) Ltd., Baddegama, and stepped into manufacturing PVC products cOntents Page 1) Financial highlights 01 2) OurCorporateVision,Mission,ValuesandourAim 02 3) Chairman’s review In English 03 - 06 4) Chairman‘sreviewinSinhala 07-09 5) ManagingDirector’soperationalreview 10-13 6) Corporate information 14 - 15 7) TheBoardofDirectors 16-17 8) Profiles of Directors 18 - 19 9) Executive management 20 - 23 10) Managementdiscussion&analysis 24-52 11) Corporate governance 53 - 58 12) Riskmanagement 59-64 13) ReportoftheBoardofDirectors 65-70 14) StatementofDirectors’responsibilities 15) AuditCommitteeReport 16) RemunerationCommitteeReport 17) FinancialReview 75-76 18) Auditor’sReport 77 19) FinancialStatement 78-107 20) SustainabilityReport 108-121 21) GlobalReportingInitiative 122-126 22) InvestorInformation 127-130 23) Four-Quarter Financial Summary 131 24) Ten- year Economic Summary 132 25) Ten-year Financial Summary 133 26) Foreign Currency Financial Statement 134 27) GlossaryofFinancialTerms 135 28) NoticeoftheAGM 136 29) DirectiontothevenueoftheAGM 137 30) Notes 138 31) Form of Proxy 71 72-73 74 Enclosed Profit before tax increased by 27% or Rs. 13.7mn Finance cost decreased by 62% or Rs. 6.0mn Financial investments increased by Rs. 50mn Profit Before Tax (Rs. ‘000) Finance Cost (Rs. ‘000) 80,000 25,000 64,841 21,922 60,000 40,000 17,161 20,000 15,000 19,123 (20,000) 20,000 51,077 (7,608) 2009/10 2010/11 2011/12 10,106 2012/13 2013/14 5,000 (40,000) 3,780 (55,980) (60,000) - (80,000) 2009/10 2010/11 2011/12 2012/13 140 6 120 5 5.31 117.00 102.87 104.00 88.27 80 2013/14 Fixed Asset Turnover Ratio (Times) Net Assets Per Share (Rs.) 100 9,900 10,000 4.95 4 91.75 3 5.45 7.71 3.44 60 2 40 1 20 - 2009/10 2010/11 2011/12 Samson international PLC Annual Report 2013/14 2012/13 2013/14 2009/10 2010/11 2011/12 2012/13 2013/14 Financial Highlights 2013/14 2012/13 Variance % Operating Results Revenue Rs.000 952,561 973,858 (21,297) (2) Profitbeforetax Rs.000 64,841 51,077 13,764 27 Tax onprofit Rs.000 8,491 (4,438) 12,929 291 Profitaftertax Rs.000 56,350 55,515 835 1.5 inUS$000 4,753 5,235 (482) (9) Rs.000 227,496 199,631 27,865 14 times 18.15 6.15 ROCE % 12.5 13.8 (1.3) Gross profit to Sales % 15.2 15.3 (0.1) Rs/month 58,512 55,085 3,427 6.2 Nos. 324 302 22 7.3 Dividendcover times 7.3 7.2 Currentratio times 2.37 2.39 % 6.8 13.2 (6.4) Financecost Rs.000 3,780 9,900 (6,120) FinancialInvestments Rs.000 50,354 - 50,354 Totalassets Rs.000 654,125 593,108 61,017 10.2 Cashgeneratedfromoperations Rs.000 136,204 17,785 118,419 666 Dividendpershare Rs. 2.00 2.00 - - Marketpricepershare-Closing Rs. 88.20 82.20 6.00 7 Earningspershare Rs. 14.64 14.43 0.21 1.5 Netassetspershare Rs. 116.82 104.18 12.64 12 Numberofsharesissued Nos. 3,847,974 3,847,974 - - NumberofShareholders Nos. 1,125 1,127 (2) (0.2) Marketcapitalization Rs.000 339,391 316,303 23,088 7 Shareholders’Funds Rs.000 449,558 400,904 48,654 12 times 6.02 5.69 0.33 5.8 Exportsearnings Valueadditions Interest cover Valueadditionsperemployee Manpower Financial Position Gearing (62) Shareholder information Price earnings ratio SamSon international PlC annual report 2013/14 1 Our cOrpOrate Vision, Mission, Values and aim Our Vision To be a leading Polymer Product manufacturer in the region. Our Mission To become a versatile manufacturer of diversified polymer products in the globalmarketbyutilizingmoderntechnologywhileprovidingoptimum value to Stakeholders. Our Values Contributing to the Socio-economic development, Respecting national and religious heritage, Protecting and safeguarding our environment, Enhancing disciplined human resources based on the family concept. Our Aim Aiming at versatility in all polymer products… During the last 25 years, we have maintained a benchmark for having arguably the widest product range among the rubber products manufacturing companies in Sri Lanka. WearemovingonbeyondourSilverJubilee,determinedtoexpandourpolymerproducts range and invest in modern technology aimed at versatility. Wealsocontinuetobecommittedtocontributetothenationaleconomy,servingtherural areas in the Southern Province by using local raw materials, opening direct employment avenues for neighbouring villages, generating foreign exchange and nurturing our indigenousheritageasasociallyresponsiblecorporatecitizenwhileaimingatversatilityand movingforwardinthedirectionofourVision. SamSon international PlC annual report 2013/14 2 cHairMan’s review “It is observed that currently, more than half of Sri Lankan exports are still centered on the US and EU markets. We would be severely affected if the economies in both the US and EU decline. To minimize the risk, the right mixture of exports has to be identified. In view of this, we all have to develop the Chinese, Japanese and South Asian markets… “ I tismypleasuretopresenttheAnnualReportofSamson InternationalPlcfortheyearended31stMarch2014.As you are aware, Samson International Plc was incorporated on 14th October 1988 and we celebrated our silver jubilee this financial year. Global Economic outlook In 2013, the global economic growth was estimated at 3 percent which is a marginal drop from 3.2 percent recorded in2012.AsprojectedintheIMFforecast,globalgrowthwill strengthen from 3 percent in 2013 to 3.6 percent in 2014 and 3.9 percent in 2015. World Economic Output Growth (%) % 6 5.2 5 3.9 3.9 4 3.6 3.2 3 3 2 1 0 2010 2011 2012 2013 2014 2015 Source : IMF World Economic Outlook Report of April 2014 SamSon international PlC annual report 2013/14 3 cHairMan’s statement (contd...) % AccordingtoIMFWorldEconomicOutlookReportofApril Economic Growth (%) Source : World Economic Outlook Apr 2014 16 14 2014, the USA, Euro area ( Germany, France, Italy and Spain), Emergind and Devoloping Asia India China 12 10 Japan,UKandCanadahaveadvancedeconomies.The 8 economic activities in these countries struggled in the first half 6 4 2 but grew firmly in the second half of the year and recorded 1.4 percent growth in 2013 compared to 1.3 percent in 2012. In these countries, growth is expected to increase to about 0 2005 -2 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 -4 -6 Source : IMF World Economic Outlook Report of April 2014 2.2percentin2014.Keydriversofsuchgrowthwillbea reduction in fiscal tightening (except in Japan) while pursuing Whenwelookattheforeigncurrencytrends,forsome accommodative monetary measures . Growth will be strongest currencies the foreign exchange market was highly volatile. The in the United States at about 2.8 percent while in the Euro area Japanese Yen recorded 18.1 percent depreciation against the growth is projected to be positive but varied area depending on dollar where currencies such as the Euro, Sterling Pound and theSouthAfricanRandsignificantlyappreciatedagainstthe the extent of debt and financial fragmentation. dollar. Inflation remained stable in many economies in 2013 while a few developed economies faced deflationary pressures. % 6 United States Economic Growth (%) Source : World Economic Outlook Apr 2014 4 Japan Advanced Economies 2 0 2005 Sri Lankan Economic Outlook TheSriLankaneconomyrecordeda7.3percentgrowthin 2006 2007 2008 2009 2010 2011 20 11 2012 2013 2014 2015 2013 while inflation remained at single digit levels for the fifth -2 consecutiveyear,steadilydecliningtomid–singledigitlevels -4 by the end of 2013. Though remaining at a low level of 4.4 -6 percent in 2013, the unemployment level recorded a slight Source : IMF World Economic Outlook Report of April 2014 increase of 0.4 percent compared to the previous year due to % new job seekers entering the labour market. Inflation trended Economic Growth (%) Source : World Economic Outlook Apr 2014 6 Euro Area downward in 2013, averaging 6.9% in the year. Economic France Germony 4 growth was broad based with contributions from all sectors, 2 0 2005 supported by favorable weather conditions. 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 -2 The Sri Lankan economy was projected to accelerate further -4 in the medium term to an annual growth rate of 8 percent. -6 This economic growth target is expected to be supported by Source : IMF World Economic Outlook Report of April 2014 Economic activity in many emerging market economies ( i.e., China,India,Indonesia,Malaysia,Philippines,Thailandand Vietnam)hasbeendisappointinginalessfavorableexternal financial environment, although they continue to contribute more than two-thirds of global growth. Some emerging economies slowed in growth due to weaker domestic demand than anticipated and the growth recorded by emerging economieswas4.7percent,whichisa0.2percentdrop infrastructure expansion in transport, telecommunication, ports and growth of tourism. The services sector made the largest contributiontogrowthin2013.Rapidgrowthinwholesale and retail trade, hotels and restaurants, transport, banking, insurance and real estate enhanced performance in the large service sector to 6.4% from 4.6% a year earlier. Industry grew by 9.9%, slightly less than a year earlier, as slower growth in mining and quarrying and in construction offset a pickup in manufacturing and utilities. Favourable weather helped fromthepreviousyear.AccordingtoIMF,inChinagrowthis maintainagriculturegrowthatarelativelyfavourable4.7%. projectedtoremainatabout7.5percentin2014. Whenwelookfurther,foodinflationwasatabout12%during the first quarter as the drought late in 2012 had disrupted domestic food supplies, but then dropped markedly to 0.9% inFebruary2014.Non-foodinflationwasalsoloweroverthe yearbutincreasedto7.1%inJanuary2014. SamSon international PlC annual report 2013/14 4 cHairMan’s statement (contd...) Industry Performance % 12.0 The rubber industry of the country faced two major challenges 10.0 during the year. Firstly, the significant decline in production was 8.0 due to a drop in tapping days during the adverse weather in the 6.0 firstninemonths.Rubberproductiondeclinedby14.2percent 4.0 compared to 2012. Secondly, declining world market prices of 2.0 natural rubber due to high stocks levels maintained in China and Japan, which affected rubber prices in Sri Lanka too. 0.0 2009 2010 Agriculture 2011 Industry 2012 2013 Services GDP Source :Central Bank Annual Report 2013 The 2013 fiscal deficit is estimated at 5.8% of GDP in keeping with the target. The target was achieved notwithstanding unexpectedly weak revenues by reducing current expenditure. Capital expenditure was largely sustained but was again slightly below the target of 6% of GDP. The ratio of Despite these challenges the output of rubber products increased at a moderate rate of 4.6 percent with the increase in international demand for rubber-based products in the latter part of 2013. Earnings from exports of rubber products recorded a 3.3 percent growth in 2013, which was the second largest contributor to the growth in industrial exports of the country. governmentdebttoGDPfellto78.4%inSeptember2013 from79.1%in2012. Future prospects for the industry will be more favourable with the government’s master plan in respect of the rubber industry There was a turnaround in external demand during the secondhalfofthefinancialyear2013/14withthegradual improvement in the advanced economies including the United States and the European Union, which are Sri Lanka’s major export destinations. Currently, more than half of Sri Lankan exportsarestillcentredontheUSandEUmarkets.Wewould be severely affected if the economies of both the US and the EUdecline.Tominimizetherisk,therightmixtureofexports has to be identified. In view of this, we have all to develop the Chinese, Japanese and South Asian markets. looking to generate USD 5 bn worth of rubber exports by 2022. In achieving this goal we could expect the authorities to extend their support towards improving testing laboratory facilities, developing infrastructure and regulating the industry. Company’s Performance Duringtheyearended31stMarch2014,theCompany recordedaturnoverofRs.953mnasagainstRs.974mnin the previous year. The reduced turnover was caused by the significant depreciation of the currency of India, South Africa and Japan, our customers. However, the profit before taxation Withtheflexibleexchangeratepoliciesofthegovernment the rupee remained less volatile against the dollar and the currencies of some of the major emerging economies. By the endof2013,therupeehadexchangedatarateof130.75 againsttheUSdollarrecordingadepreciationof2.75percent compared to the previous year. In 2013, many key infrastructure projects were completed, namely, the country’s second international airport, harbour and port development projects, the Expressway and highway developmentprojects,theNorthernrailwayprojectandpower inthecurrentyearisRs.64.8mnascomparedtoRs51.0mn inthepreviousyear,whichisanincreaseby27%. Wecontinuetomanufacturetotheinternationalstandards required of many ISO certified products. In the future, we will focus on widening our global presence with a wide productrange.Wewillcontinuetofocusonhighcontributing products.Wastageandscraplevelswillbefurtherminimized withpropercontrols.Weneedtofurtherimproveourquality levels and delivery times from their current position in order to differentiate our products from Chinese products. projects, with some more due to be completed in the future. SamSon international PlC annual report 2013/14 5 cHairMan’s statement (contd...) I am happy to inform you that Samson International Plc purchasedtheassetsofOktaPVCLanka(Pvt)Ltd.on14th July2014bymovingforwardinthedirectionofourVision.We willbeabletowidenourproductrangefurtherwiththePVCrelated products. Appreciation As we complete our Silver Jubilee this year, I would like to especially thank our invaluable and loyal customers. Further, I would like to thank the Board of Directors, the management and every employee of the company for their dedication and commitment extended to the company. Movingforwardinthe I would also like to thank our bankers and all our suppliers for theirsupport.Wedeeplyappreciateourshareholdersfortheir directionofourVision faith in our Company and we assure them of a bright future. Dividends The Board of Directors decided to recommend a dividend of Rs.2.00persharefortheyearunderreview(Rs.2.00pershare in2012/13). Dr D. S. Rajapaksa Turnover Last Ten Financial Years (Rs.Mn) Chairman 1200 Colombo 1000 800 1st August 2014 600 Turn Over (Rs. Mn) Tu 400 200 0 2004/05 2005/06 2006/07 2007/08 2008/09 2009/10 SamSon international PlC annual report 2013/14 6 2010/11 2011/12 2012/13 2013/14 ManaGinG Director’s Operational review “During the year we improved many aspects of our operational effectiveness through investing in advanced technology, improving the working capital, minimizing waste, maintaining higher levels of capacity utilization in most of the products and controlling all overheads… “ W e, Samson International Plc, cater to sophisticated international markets as well as the local market. However, we continued to maintain satisfactory profit levels in the recent past notwithstanding macroeconomic pressures, which were challenges to face in the face of slightly lower global economic growth (3.0 % in 2013 compared to 3.2% in 2012), adverse movements in exchange rates of some currencies that we dealt with ( India, South Africa and Japan) and continuous increases in energy prices. However, in a more positive light, an increase in exports as well as local demand could be expected as advanced economies are picking up, domestic demand in emerging economies is increasing, and the rupee continues to be stable against some major currencies and continues domestic demand in infrastructure developments. Profit Before Tax (Rs.Mn) PBT (Rs.Mn) P PB 80 60 40 20 0 -20 2004/05 2005/06 2006/07 2007/08 2008/09 2009/10 2010/11 2011/12 2012/13 2013/14 -40 -60 -80 WiththeKatunayaka-Colombohighwaynowopen,our customerscanreachuswithintwohoursfromtheKatunayaka International Airport. Although our factory is located 100 km from Colombo in the South of Sri Lanka , the Southern Expressway has brought us closer to Colombo. Anyone can reach us now in a one-hour journey from Colombo and 15 SamSon international PlC annual report 2013/14 10 ManaGinG Director’s Operational review (contd...) minutesfromMatara.Thegovernment’smassiveinfrastructure 1994, we have enjoyed ISO status. Further, we have been projects certainly help our business. awardedBritishStandard(BS1970:2006),TUVCertification andFSCCertificationforhotwaterbottles.Wealsohavethe Weareplanningtobecome FireRetardantCertificateforrubbersmatsandflooringsand theElectricalResistantCertificateforrubbermats.Allraw materials are used to manufacture our products by conforming bigger and bigger totheReachregulationsofEurope. Wearethefirst year by year rubber- related product During the year we improved many aspects of operational effectiveness by investing in advanced technology, improving ourworkingcapital,minimizingwaste,maintaininghigher levelsofcapacityutilizationandcontrollingalloverheads. In the financial year under review, we invested in a fully manufacturing company to receivetheISO9001:2008 automatedflashlesspressforVstrap,amill,anotherpress QualityManagement line for hot water bottles and an additional cutter for jar sealingrings.Wecontinuetoinvestmoreandmorein Certificate Research&Development.OurGroupsignedanagreement withthePolymerUnitoftheUniversityofMoratuwafor researchactivitiesfor3yearsbyinvestingRs.15mnfrom Above all, our main focus is contributing to the rural which the major contribution will come to Samson Intentional communities by offering them many more employment Plc.Wearelookingforwardtothefuturewithmuchpositive opportunitiesandupliftingtheirlivingstandards.Weasa hope.Wewillcontinuouslyengageinproductdevelopment, company are committed to protecting our cultural heritage processautomationandcreatingsynergies.Weareplanning and customs. Our years of experience prove that customs and to become bigger and bigger year by year. rituals tie generations with bonds that cannot be broken. Ourworkingcapitalcycleisasfollows: WearepleasedtoinformyouthatyourCompanyreceiveda 2013/2014 2012/2013 Variance coupleofawardsduringtheyear:firstlyNationalChamber of Commerce Gold Awards for the last two consecutive years DebtCollectionPeriod(Days) 65 79 (14) RMHoldingPeriod(Days) 23 18 5 CertificateofRecognitionawardedbytheInstituteofChartered WIPHoldingPeriod(Days) 14 11 3 Accountantswasreceivedforlastyear’sAnnualReportinthe FG Holding Period (Days) 19 58 (39) Credit Settlement Period (Days) (54) (38) (16) CashOperatingCycle(Days) 67 128 (61) than 40 types of rubber products under four different OperatingCycle(Days) 56 87 (31) product segments. Our measures to improve quality in compliance with in recognition of our export growth and volume; secondly a manufacturing category. As you are aware, Samson International Plc produces more a) international standards and continuous in-house and Medical Items: These include hot water bottles, finger exercises and power web. overseas laboratory tests will ensure a solid market share b) Food Grade Items: These include jar sealing rings. forourproducts.Wehaveachievedsignificantinternational c) Household & Industry Items: This segment includes recognitionintermsofproductquality.Wearethefirst rubber mats ,rubber flooring and rubber hoses, rubber- related product manufacturing company to receive continuous rubber rolls, bath mats, staircase mats, vehicle theISO9001:2008QualityManagementCertificate.Since SamSon international PlC annual report 2013/14 11 ManaGinG Director’s Operational review (contd...) mats, entrance mats, industry mats and also specialty mats The segmental profit analysis is given below. such as fire retardant mats, oil resistant mats, antistatic 4) Operating Profit (Rs. Mn.) mats and fabric mats. 35 Other products: These include beadings, footwear 30 30 components, road humps, mud flaps, D- fenders and 31 25 other items which do not belong to the above three 20 categories. 15 2013 2013/14 2012/13 12 10 10 9 5 5 4 Food Grade Items Medical Items Others 3 Household Items Turnover Mix in (Rs. Mn.) 2013/14 2012/13 209.49 213.67 330.38 348.12 286.66 138.55 291.25 108.27 Business Segment Export Sales Local Sales Profit/(Loss) on Fixed Asset Disposal Other Income Segmental Expense Operating Profit/(Loss) House Hold Item Ho Food Grade Item Foo other oth Medical Items 2013/14 2012/13 Food Grade Items 2013/14 2012/13 Household Items 2013/14 2012/13 2013/14 2012/13 Company 2013/14 2012/13 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 208,861 635 209,496 82 472 210,050 212,328 1,343 213,671 291 328 214,290 284,583 2,081 286,664 81 472 287,217 285,912 5,338 291,250 291 214 291,755 67,717 40,561 108,275 88 472 108,835 99,166 39,389 138,555 292 24 138,871 52,092 296,034 348,126 81 535 348,742 58,635 271,747 330,382 292 16 330,690 613,250 339,311 952,561 332 1,951 954,844 656,041 317,817 973,858 1,166 582 975,606 (200,558) (201,821) (256,869) (261,225) (105,064) (136,291) (344,589) (322,209) (907,080) (921,546) 9,492 12,469 30,348 30,530 3,771 2,580 4,153 8,481 47,764 54,060 SamSon international PlC annual report 2013/14 12 Medical Items Me Others ManaGinG Director’s Operational review (contd...) Wehadasalesgrowthof7%fromlocalsales.However, Currently we produce more than 40 products out of rubber export sales decreased by 6.5 %. During the year overheads using moulding , extruding, microwaving and injection were controlled effectively. Finance costs decreased by 62% moulding. Your company has now reached versatility in fromRs.9.9mninthepreviousyeartoRs.3.7mninthe manufacturing rubber products. In the future we will focus currentfinancialyear.WeinvestedRs50.3mninTreasuryBills, on reaching versatility in other polymer products such as Tax free Debentures and Fixed Deposits this year. Administration PVCtoo.IamhappytoinformyouthatSamsonInternational overheads and selling and distribution overheads too are under PlcpurchasedtheassetsoftheOktaPVCLanka(Pvt)Ltd. control.ExchangegainincomeincreasedfromRs6.1mnin on 14th July 2014 by moving forward in the direction of thepreviousyeartoRs17.7mninthecurrentyear,whichwas ourVision.Wewillbeabletowidenourproductrangeand mainly due to the favourable exchange rate of the Euro that turnoverfurtherwhenweaddtoitPVC-relatedproducts. prevailed during the year. However, we also lost some revenue due to unfavorable exchange rates that prevailed in Japan, I would like to thank all the members of management and India and South Africa in the same period. The net profit every employee of the company for their dedication and beforetaxincreasedby27%toRs.64.8mninthecurrent commitment extended to the company during the year. financialyearcomparedtoRs.51.0mninthepreviousyear. WeinvestedRs50mn in Treasury Bills, Tax free Debentures and Fixed D. K. Rajapaksa Managing Director Colombo 1st August 2014 Deposits this year It is important that we maintain excellent rapport with our neighbors, villagers and employees. At present our rapport with our neighbors and villagers seem to be constructive and improving. Our relationship with our employees too seems sound and pleasant at present. SamSon international PlC annual report 2013/14 13 cOrpOrate information Name of the Company : SamsonInternationalPlc Legal Form : Apublicquotedcompanywithlimitedliability,incorporatedon14thOctober 1988 and reregisteredundertheCompaniesActNo.7of2007on3rdSeptember2008. Company Registration number : PQ192 Stock Exchange listing : TheordinarysharesoftheCompanywerelistedintheColombo Stock Exchange of Sri Lanka on 24th July 1992 and the Company was converted to a public quoted company. Principal line of business : Manufactureandexportofrubber-basedproductsfortheinternationalandlocalmarkets. Registered Office : No.110,KumaranRatnamRoad,Colombo02. Te:(011)4728800,Fax(011)2440890 Email:[email protected] Galle Factory : AkuressaRoad,Bogahagoda,Galle. Te(091)3094469-72,Fax(091)2224036 Email:[email protected] Kalutara Factory : No.57/B,FullertonIndustrialZone,Nagoda,Kalutara. Te (034) 5622688 Email:[email protected] Baddegama Factory : GilcroftEstate,Kiribathwila,Ampegama,Baddegama (Purchased on 14th July 2014) Te (091) 2293801, Fax (091) 2233020 Email:[email protected] Directors : Secretaries : PWCorporateSecretarial(Pvt)Ltd. No.3/17,KynseyRoad,Colombo08 Parent Company : DSISamsonGroup(Pvt)Ltd. Auditors : MessrsHLBEdirisinghe&Company Chartered Accountants, No.45,BraybrookStreet,Colombo02. Bankers DrD.S.Rajapaksa(Chairman) MrD.K.Rajapaksa(ManagingDirector) MrD.R.Rajapaksa MrD.M.Rajapaksa MrC.Cumaranatunge MrR.H.Nandajeewa(Resignedon8/8/2013) MrG.H.A.Wimalasena MrT.K.Bandaranayake MrB.L.P.Jayawardena MrD.G.P.S.Abeygunawardana(Director/GeneralManager)Appointed-on8/8/2013asDirector : BankofCeylon HattonNationalBank Commercial Bank NationTrustBank DFCCVardhanaBank People’s Bank SamSon international PlC annual report 2013/14 15 tHe BOarD of Directors 5 7 3 1 SamSon international PlC annual report 2013/14 16 4 2 6 8 1. Dr. D. Samson Rajapaksa 2. Mr. D. Kulatunga Rajapaksa 3. Mr. D. Ranatunga Rajapaksa 4. Mr. D. Mahinda Rajapaksa 5. Mr. G. H. Ananda Wimalasena 6. Mr. Tissa K. Bandaranayake 7. Mr. B. Lalith P. Jayewardene 8. Mr. D. G. Priyantha S. Abeygunawardana Note : Mr. C. Cumaranatunga was absent as he is based in Germany SamSon international PlC annual report 2013/14 17 prOFiles of the Directors 1. Dr. D. Samson Rajapaksa 4. Mr. D. Mahinda Rajapaksa M.B.B.S (Cey), F.R.C.O.G. (U.K.), M.S. (S.L.) B.Sc Eng. (Hons), MBIM, CEng, MIMechE (UK), FIE (SL) Chairman Non -Executive Director DrSamsonRajapaksaisamedicalpractitionerbyprofession Mr.MahindaRajapaksaisaCharteredEngineerbyprofession and counts over three decades of experience with DSI Group. and has more than five years’ experience working as an He serves as the Chairman of DSI Holdings (Pvt) Ltd. and is the EngineerinUKandSriLanka. Chairman of DSI Samson Group (Pvt) Ltd. He is also a Director of D. Samson Industries (Pvt) Ltd., D. Samson and Sons (Pvt) In addition to being a Director of Samson International Plc, Ltd.,andSamsonReclaimRubbers(Pvt)Ltd. Mr.MahindaRajapaksaistheManagingDirectorofSamson (Exports) Ltd. and is a Director of DSI Samson Group (Pvt) Ltd., In addition to being on the DSI Samson Group (Pvt) Ltd. D. Samson Industries (Pvt) Ltd. and several other subsidiary Board, he is a Consultant Obstetrician and Gynecologist in the companies of the DSI Samson Group. private sector. Dr.SamsonRajapaksaservesasaCommitteeMemberofthe YoungMembersBuddhistAssociationandoftheSriLanka MedicalLibrary. Mr.MahindaRajapaksahasover35yearsofmanagerial experience within the DSI Samson Group. 5. Mr. Chula Cumaranatunge M.Sc. (Econ) (Lond.) 2. Mr. D. Kulatunga Rajapaksa Non -Executive Director B.Sc (Hons) (Cey) Managing Director MrChulaCumaranatungehasover28years’experiencein the rubber industry. MrKulatungaRajapaksaistheManagingDirectorofDSI Samson Groups (Pvt) Ltd. He has over 48 years of experience in the manufacture of footwear and rubber products. HehasservedasaCouncilMemberofseveraluniversities. MrChulaCumaranatungeisalsoaDirectorofGlovetex(Pvt) Ltd.andofCentralRubber(Pvt)Ltd. 6. Mr. G. H. Ananda Wimalasena MrKulatungaRajapaksaisapastpresidentoftheNational B.Sc, Higher Diploma in Management (London College of Chamber of Exporters of Sri Lanka and also was the past Printing, U.K.) presidentoftheSriLankaAssociationofManufacturersand Independent, Non –Executive Director ExporterofRubberproductsandisthecurrentpresidentof theSriLankaFootwear&LeatherProductsManufacturers HeisalsotheChairmanoftheWellassaRubberCompany MrAnandaWimalasenawastheFounder-ManagingDirector of Asiri Hospital Group of Companies from 1980 to 2006. Association. MrAnandaWimalasenahasexperienceandextensive LimitedandalsoaDirectoroftheMawbimaLanka exposureinManagementandHealthservices.Healsoserves Foundation. as a Director of Hemas Hospitals (Pvt) Ltd. He is Chairman in ITMC(Pvt)Ltd.andalsoChairmanoftheRiskManagement& 3. Mr. D. Ranatunga Rajapaksa Dip. In Technology Non- Executive Director Audit Committee of Hemas Hospitals (Pvt) Ltd. 7. Mr. Tissa K. Bandaranayake B.Sc. (Cey), FCA Independent, Non –Executive Director MrRanatungaRajapaksaistheManagingDirectorof SamsonRubberIndustries(Pvt)Ltd.,acompanythat specializesinthedesigning,manufacturingandexporting MrTissaBandaranayakehasmorethan46yearscommercial oftyresandtubes.HeisalsotheManagingDirectorof and professional experience and was a Senior Partner of Ernst MountspringWater(Pvt)Ltd.,SamsonReclaimRubbersLtd. &Youngfromwhereheretiredafter27years,havingserviced SamsonRubberProducts(Pvt)Ltd.,SamsonBikes(Pvt)Ltd., a large portfolio of clients, both local and multinational in DSI Tyre India (Pvt) Ltd. and several other subsidiary companies various industries. of the DSI Samson Group. He currently serves as a Director Laugfs Gas Plc, Overseas Mr.RanatungaRajapaksaplaysamajorroleinexpanding Realty(Ceylon)Plc,RenukaHoldingsPlc,RenukaShaw the Group’s overseas business and has more than 43 years of WallacePlc,MicroHoldings(Pvt)Ltd.,HarischandraMills experience with DSI Group. Plc,WatersEdgeLtd.andNawalokaHospitalsPlc.Healso SamSon international PlC annual report 2013/14 18 prOFiles of the Directors (contd...) servesasanAdvisor/ConsultanttotheBoardofDirectorsof NoritakeLankaPorcelain(Pvt)Ltd. 9. Mr. D. G. Priyantha S. Abeygunawardana MBA, LLM, LLB, FCA, FCMA, FCCA, MCIM, Attorney-at- Law Director / General Manager He serves as Chairman of the Quality Assurance Board established by the Institute of Chartered Accountants of Mr.PriyanthaAbeygunawardanaisatriple-qualified Sri Lanka comprising senior members of the accounting AccountantholdingthefellowshipofChartered,CIMA profession as well as representatives of public sector andACCA.HealsoholdstwoMaster’sdegreesintwo regulatorybodiessuchastheSEC,SLAASMB,CBSL,etc. differentfields,namely,MBAfromtheUniversityofSri JayewardenepuraspecializinginFinanceandLLMfrom MrTissaBandaranayakeisaPastChairmanoftheAudit University of Colombo in Company Law, Labour Law and Faculty of the Institute of Chartered Accountants of Sri Lanka. Banking Law. 8. Mr. B. Lalith P. Jayawardena He obtained his LLB degree from the Open University of Sri MBA, BCom (Sp) Lanka and took his oaths as an Attorney-at- Law in 2004 Executive Director having passed the requisite examinations held by the Sri Lanka Law College. MrLalithJayawardenahasover24years’experiencein Samson International Plc and has served the company from its HeisalsomemberofCharteredInstituteofMarketingofUK. PreviouslyhewasatFord,Rhodes,Thornton&Company, inception. He is also a Director of Samson Group Corporate Services(Pvt)Ltd.,SamtessiBrushManufacturers(Pvt)Ltd. andMicroMinerals(Pvt)Ltd.,asubsidiaryoftheRichardPeiris Hayley’s,AbansandfinallyatRichardPiersExportsPlcwhere Group.Inaddition,MrLalithJayawardenaservesastheGroup heworkedasGeneralManagerforsixyears.Hejoined Treasurer of the DSI Samson Group. Samson International Plc in February 2012. He is the Secretary of the Sri Lanka Association of Manufacturers&ExporterofRubberProducts(SLAMERP).Mr LalithJayawardenaisalsoamemberoftheRubberAdvisory Council of the Sri Lanka Export Development Board and of theMinistryofIndustryandCommerce.HeisapastTreasurer ofthePlasticandRubberInstituteofSriLanka. Analysis of Director’s Professional Background: Professionally qualified area No. of Directors on the Board 1 Medical 1 2 Science 3 3 Engineering 2 4 Finance 3 5 Economics 1 6 Law 1 7 Marketing 1 8 Management 3 SamSon international PlC annual report 2013/14 19 executiVe Management Mr. Kulatunga Rajapaksa Mr. Priyantha Abeygunawardana B.Sc (Hons) (Cey) MBA, LLM, LLB, FCA, FCMA, FCCA, MCIM, Attorney-at -Law Managing Director Director/ General Manager Research&Development Mr. Sunil Kariyawasam Mr. Wimal Siriwardana Mr. P K Sameera Tharanga Dip. in Rubber Technology (NDT) Dip. in Rubber Technology, B.Sc Engineering (Hons) Deputy General Manager – Research Certificate in Hydraulic Technology Process Engineer & Development Executive – Research and Development SamSon international PlC annual report 2013/14 20 executiVe Management (contd...) Marketing Mr Naveendra Kumara MBA, MAAT, Dip in Business Mgt. Manager - Marketing Mr. Sanjeewa Weerakkodi BA ( Hons) (Economics), Dip in Marketing ( UK) Assistant Manager - Marketing HumanResources Supplies Ms. Piumangani Seneviratne Ms. Nishanthi Padmakumari BMS (Sp), Dip. in Mgt Dip. in Human Resources Management Manager - Supplies Executive - Human Resources Production Mr. M. A. P. Janakantha Dip. in Engineering Science, Dip. in Rubber Technology Executive- Production, Galle Factory Mr. Asanka Dimuth Edirisinghe Dip. in Engineering Science Executive- Production, Kalutara Factory SamSon international PlC annual report 2013/14 21 executiVe Management (contd...) Quality Assurance Engineering Mr. Namal Nishantha Mr. Nilantha Jayalal B.Sc, Dip. in Rubber Technology Dip. in Technology Executive- Quality Assurance Executive – Engineering Finance Welfare Mr. Thilina Promod Kahanda Gamage Mr. G. Paranavithana B.Sc Finance Management (Sp) Dip. in Commerce Executive- Finance Executive- Welfare Analysis of Educational and Professional qualifications of the Executives : CATEGORY Number of educational Number of professional qualifications qualifications Master’sDegrees 4 - Bachelor’sDegrees 7 - Diplomas 11 - Professionally qualified in Accountancy 3 Professionally qualified in Law 1 ProfessionallyqualifiedinMarketing Total SamSon international PlC annual report 2013/14 22 2 22 6 executiVe Management (contd...) SamSon international PlC annual report 2013/14 23 cOrpOrate Governance “Board of Directors gives its top priority to attain a high standard of corporate governance practices as specified by regulatory bodies …” T heBoardrecognizestheinterestsoftheCompany’s shareholders, employees, customers, suppliers, consumers, and communities in which it operates and who are all essential for the Company’s success. The Company’s corporate governance framework is expected to ensure a transparent and good governance system leading towards enhancing profitability and long-term sustainability. The Directors are committed to maintaining the highest standards of corporate governance in the interest of stakeholders having regard to the requirements of the Securities and Exchange Commission of Sri Lanka, Colombo Stock Exchange and the Institute of Chartered Accountants of Sri Lanka and to this end, inter alia, have established internal control systems, including a comprehensive risk identification, measurement and mitigation process which is in place designed to carry out the business of the Company in an orderly manner, to safeguard its assets and secure as far as possible, the accuracy and reliability of the records and protect the rights and interests of shareholders and be accountable to them for the overall management of the Company. The corporate governance of the Company is reflected in its strong belief in protecting and enhancing stakeholder value in a sustainable manner, supported by a sound system of policies and practices. SamSon international PlC annual report 2013/14 53 cOrpOrate Governance (contd...) Board of Directors To protect the untarnished reputation of the company, the Board ensures that its members and employees maintain the The Board comprising professional and experienced business leaders of high repute is entrusted with, and is responsible for highest possible ethical standards. providing strategic direction to the company in an honest, fair, diligent and ethical manner. The Board of Samson International TheBoardhasdelegatedresponsibilitytotheManaging Director who is also the Chief Executive Officer for planning Plc comprises three executive directors and six non-executive directors.Theirprofilesappearonpages18&19ofthisAnnual and guiding the business towards meeting set objectives. There is a clear demarcation of responsibilities and authority between Report. theChairmanandtheChiefExecutiveOfficer/Managing RoleoftheBoardofDirectors Director, which ensures a balance of power. The Board of the Company is responsible for formulating Appointment&Re-electionofDirectors company policy and overall business strategy. The The Board of Directors collectively decides on the new implementation of policy and strategy is done within a appointment of directors as per the Articles of Association of framework that requires compliance with existing laws and regulations as well as establishing best practices in dealing with the Company. Formal and transparent procedures are followed inmakingsuchappointments.TheAnnualGeneralMeeting employees, customers, suppliers and the community at large. is considered to be the ideal forum for this, with sufficient It is the Company’s policy to hold regular Board meetings. biographic data on directors seeking appointment or re-election Information relevant to these Board meetings was distributed accompanying their names so that shareholders can make in a timely manner with ample time given for members to informed voting decisions. assimilateandanalyzeinformationinordertomakewellinformed decisions at Board meetings. In the furtherance of BoardMeetings his duties, provisions have been made to allow a director to acquire independent professional advice at the expense of the company. The Board approves all material contracts, projects, The Board held five meetings during the period under review and their attendance is given below. investments, acquisitions and disposal fixed assets and annual capital&revenuebudgets. Name of Director Status 27th May 08thAugust 11thNovember 13thFebruary 26thMay No of 2013 2013 2013 2014 2014 Attendance DrDSRajapaksa NE √ √ √ √ √ 5/5 MrDKRajapaksa E x √ √ √ √ 4/5 MrDMRajapaksa NE √ √ √ √ √ 5/5 MrDRRajapaksa NE √ √ √ √ √ 5/5 E √ √ - - - 2/2 MrCCumaranatunga (BasedinGermany) NE x x x x x 0/5 MrTKBandaranayake NE/I √ √ √ √ √ 5/5 MrGHAWimalasena NE/I x √ √ x √ 3/5 MrBLPJayawardena E √ √ x x x 2/5 Mr.DGPSAbeygunawardana (Appointedon8/8/2013) E - √ √ √ √ 4/4 MrRHNandajeewa (Resignedon8/8/2013) D irectors’attendanceattheBoardMeetingsofSamsonInternationalPLC Note1:Understatuscolumn,“E”=Executive,“NE”=Non-Executiveand“I”=Independent Note2:MrCumaranatungeisbasedinGermanyandallproceedingsoftheBoardmeetingshavebeensenttohim. SamSon international PlC annual report 2013/14 54 cOrpOrate Governance (contd...) Committees SpecificresponsibilitieshavebeendelegatedtotheBoardCommittees,namely,AuditCommitteeandRemunerationCommittee. Audit Committee TheAuditCommitteeconsistsofthreeNon-ExecutiveDirectors: MrT.K.Bandaranayake–Chairman Independent,Non-ExecutiveDirector MrG.H.Wimalasena Independent,Non-ExecutiveDirector MrD.M.Rajapaksa Non-ExecutiveDirector PleaserefertheAuditCommitteeReportonpages72and73forthefunctionsandresponsibilitiesoftheCommittee.TheInternal AuditfunctionoftheCompanyiscarriedoutbyMs.Ernst&Young,CharteredAccountants.TheydirectlyreporttotheChairmanof the Audit Committee. The Audit Committee Charter gives guidelines on audit-related matters. Name of Director Status 27th May 13thFebruary 26thMay No of 2013 08thAugust 11thNovember 2013 2013 2014 2014 Attendance MrTKBandaranayake (Chairman) NE/I √ √ √ √ √ 5/5 MrGHAWimalasena NE/I x √ √ x √ 3/5 MrDMRajapaksa NE √ √ √ √ √ 5/5 AttendanceofMembersoftheAuditCommittee RemunerationCommittee TheRemunerationCommittee,appointedbytheBoardofDirectors,consistsofthreeNon-ExecutiveDirectors: MrG.H.A.Wimalasena–Chairman IndependentNon-ExecutiveDirector MrT.K.Bandaranayake IndependentNon-ExecutiveDirector MrD.M.Rajapaksa Non-ExecutiveDirector TheyrecommendtheremunerationpackagesofDirectors,ManagersandExecutivesoftheCompany. Compliance and Disclosure of Information TheCompany’scompliancewithitsstatutoryobligationsisregularlymonitoredbyManagementandaStatementofCompliance is presented to the Board on a regular basis. The Board of Directors requires that the Financial Statements of the Company are prepared in accordance with the Sri Lanka Accounting Standards and in accordance with the requirements of the Colombo Stock ExchangeandCompaniesAct,7of2007.Maximuminformationisprovidedtoshareholdersandfulldisclosureismadesubjectonly to consideration of any sensitive information, which could directly impact on the business of the Company. TheStatementofComplianceunderSection7.10oftherulesofColomboStockExchangeonCorporateGovernanceisshowninthe Table below. All these mandatory provisions have been fully complied with. SamSon international PlC annual report 2013/14 55 cOrpOrate Governance (contd...) CSE Rule No. Subject Applicable Requirement Compliance Status 7.10.1(a) Non-ExecutiveDirectors Atleast1/3ofthetotalnumberof Compliant DirectorsshouldbeNon-ExecutiveDirectors 6 out of the 9 Board Non-Executives. 7.10.2(a) IndependentDirectors 2or1/3ofNon-ExecutiveDirectors, Compliant whichever is higher should be independent There are 2 Independent members are Directors and 6 Non-ExecutiveDirectors. 7.10.2(b) IndependentDirectors EachNon-ExecutiveDirectorshouldsubmit Compliant adeclarationofindependence/ Independence of Directors non-independence has been determined in accordance with CSE. 7.10.3(a) DisclosurerelatingtoDirectors a. TheBoardshallmakeadetermination Compliant annually as to the independence or All Independent, non independence of each Non-ExecutiveDirectors Non-ExecutiveDirector have submitted declarations for their independence. b. NamesofindependentDirectors Compliant shouldbedisclosedintheAnnualReport This has been disclosed. 7.10.3(b) DisclosurerelatingtoDirectors IntheeventaDirectordoesnotqualifyas NotApplicable independent, but if the Board is of the opinion that the Director is nevertheless independent, shall specify the criteria not met and the basis forthedeterminationintheAnnualReport 7.10.3(c) DisclosurerelatingtoDirectors AbriefresumeofeachDirectorshouldbe Compliant includedintheAnnualReportincluding Please refer the Profile of the the area of expertise Directors in the Annual Reportonpages18,19. 7.10.3(d) DisclosurerelatingtoDirectors UponappointmentofanewDirector Compliant to the Board, a brief resume of each A brief resume of the new Director should be provided to the CSE. Director was provided to the CSE in August 2013. 7.10.5 RemunerationCommittee AlistedCompanyshallhavea RemunerationCommittee Compliant 7.10.5(a) CompositionofRemuneration ShallcompriseNon-ExecutiveDirectors, Compliant Committee a majority of whom shall be independent 2out3Non-Executive directors are independent. SamSon international PlC annual report 2013/14 56 cOrpOrate Governance (contd...) CSE Rule No. Subject Applicable Requirement Compliance Status 7.10.5(b) ReportofRemuneration TheRemunerationCommitteeshall Compliant recommend the remuneration of Chief Executive Officer and Executive Directors 7.10.5(c) DisclosureintheAnnualReport TheAnnualReportshouldsetout: relatingtoRemuneration a. NamesofDirectorscomprising Committee theRemunerationCommittee Compliant b. Statement of remuneration policy Compliant c. Aggregate remuneration paid to Compliant Executive&Non-ExecutiveDirectors Plseepage74 7.10.6 AuditCommittee TheCompanyshallhaveanAuditCommittee Compliant Rule No. Subject Applicable Requirement Compliance Status 7.10.6.(a) Thecompositionof a. ShallCompriseNon-ExecutiveDirectors, Compliant Audit Committee a majority of whom can be independent 2out3Non-Executive directors are independent. b. Chief Executive officer and the chief Compliant Financial Officer should attend Audit committee meetings c. The Chairman of the Audit committee or 7.10.6.(b) AuditCommitteefunctions Chairman is a member of One member should be a member of a Institute of Chartered professional Accounting body Accountants of Sri Lanka Overseeingofthe Compliant (i) Preparation, Presentation and adequacy of Audit Committee oversees disclosures in the financial statements in the integrity of the accordance with Sri Lanka Accounting financial statement. Standards. (ii) Compliance with financial reporting requirements, information requirements of Compliant Audit Committee oversees the Companies Act and other relevant the requirement of the financial reporting related regulations Companies Act and and requirements other regulations. (iii) Processes to ensure that the internal controls and risk management are Compliant Audit Committee oversees adequate, to meet the requirements of effectiveness of internal the Sri Lanka Auditing Standards. control and risk management, SamSon international PlC annual report 2013/14 57 cOrpOrate Governance (contd...) Rule No. Subject Applicable Requirement Compliance Status (iv) Assessment of the independence and Compliant performance of the external auditors. Audit Committee oversees independence and performance of the external auditors. (v)Makerecommendationtotheboard Compliant pertaining to appointment, re-appointment Audit Committee and removal of external auditors and to makes such approve the remuneration and terms of recommendations. engagement of the external auditors 7.10.6.(c) DisclosureintheAnnualReport a. NamesofDirectorscomprisingtheAudit relating to Audit Committee Compliant Committee. b. The Audit Committee shall make a Compliant determination of the independence of the Auditors and disclose the basis for such determination. c. TheAnnualReportshallcontainaReport Compliant of the Audit Committee setting out the manner of compliance of the function. Plseepage72,73. The Code of Best Practice of Corporate Governance issued jointly by the Securities Exchange Commission of Sri Lanka and the Institute of Chartered Accountants of Sri Lanka, which are voluntary provisions, has been also been fully complied with. Internal Controls TheInternalAuditfunctionoftheCompanycontinuestobeoutsourcedandisbeingcarriedoutbyMsErnst&Youngand Company, Chartered Accountants. They assess the strengths and weaknesses of the Company’s Internal Control System and liaise closely with the Audit Committee on a quarterly basis in making recommendations on improving these systems. Controls are in place to safeguard the Company’s assets, physical or otherwise, and ensure that proper records of each Company’s transactions are maintained. Directors are responsible for establishing appropriate systems of internal control in the Company and reviewing the effectiveness of the system of internal controls constantly. Going Concern TheDirectorshavecontinuedtousethe“Goingconcern”basisinthepreparationofFinancialStatements,aftercarefulreviewofthe financial position and cash flow status of the Company. The Board of Directors believes that the Company has adequate resources to continue in operation for the foreseeable future. Secretary to the Board PWCorporateSecretarial(Pvt)Ltd.actsasSecretariestothecompany.TheyadvisetheBoardonappropriateproceduresforthe management of its meetings and duties, as well as the compliance of corporate governance in the Company. SamSon international PlC annual report 2013/14 58 risk Management “The Company ensures the “minimization of risks” by adopting many strategies for smooth Company operations … “ T heRiskManagementPolicyofSamsonInternational Plc is to proactively manage risk to ensure continued growth of our business and to protect our employees, assets and reputation. Our ongoing assessment process takes into account the likelihood of an event, its potential impact on the business, the need for mitigation and to take corrective action. Weneedtohaveaneffectiveriskmanagementsystemwhile maintainingbusinessflexibility.Wewillidentifyandassess material risks associated with our business, monitor, manage and mitigate these risks. Managingbusinessandfinancialrisksisoffundamental importance in maintaining sustainable growth and making steady progress towards the achievement of corporate goals and objectives. The risk management process has been designed to ensure identification of any situation or circumstance that would adversely affect the achievement of the Company’s objectives. The company has a proactive approach to business, aimed at enhancing shareholder value. The company reviews and assesses significant risks on a regular basis and has implemented an oversight programme to ensure that there is a system of internal control in place. The Audit Committee reviews and monitors internal controls. The Audit ReportsarereviewedbytheAuditCommitteealongwiththe RiskReportsandComplianceReportsonaquarterlybasis. The potential risks are identified through risk workshops, risks reviews, essential control checklists and risks reporting. The Board also reviews its strategies, processes, procedures and guidelines on a continuous basis to effectively identify, assess and respond to risks. SamSon international PlC annual report 2013/14 59 risk Management (contd...) TheRiskManagementTablebelowexplainsthetypeofrisk,riskexposure,mitigatingactionandriskrankingoftheCompany. Risk Risk exposure Mitigating action Risk Ranking Riskarisingduetodefaultof ThishasbeenexplainedunderNote5ofthe Medium payment. Higher credit risk may Financial Statement on pages 92 and 93. Financial Related risks 1) CreditRisk adversely impact both liquidity and profitability. 2) Operational Internalprocessfailures, processRisk ThishasbeenexplainedunderNote5ofthe Medium fraud,pilferageandbreakdown FinancialStatementonpages92and93. of internal controls 3) Financing Inabilitytosatisfydebt ThishasbeenexplainedunderNote5ofthe and Interest repayments and obtain Financial Statement on pages 92 and 93. rate risk the best interest rates. 4) Foreign Depreciationoftherupeevalue ThishasbeenexplainedunderNote5ofthe Exchange and loss of exchange in Financial Statement on pages 92 and 93. rateRisk conversioninrelationtoexport Low Medium proceeds, import payments and foreign currency debt transactions. 5) Project Newprojects/Capital Managementexpendituresinvolve Risks highrisksanduncertainties in terms of delays and cost overruns. Failure of major projects will affect profitability, capital structure and reputation. SamSon international PlC annual report 2013/14 60 ThishasbeenexplainedunderNote5ofthe FinancialStatementonpages92and93. Medium risk Management (contd...) Risk Risk exposure Mitigating action Risk Ranking Low Non-Financial Related risks 6) Reputation Adverseimpactonthe a) Maintenanceofhighestethicalstandardsat corporateimageandbrand Risk which is likely to diminish alltimesinallbusinessactivitiesandmake compliance audit as part of internal audit scope. shareholder value. This will finally lead to a b) Proper adherence to the statutory, health and decline in market share safety concerns by obtaining appropriate and customer base. quality certification standards. c) Continuous review of customer comments in order to exceed customer expectations and ensure quality standards are adhered to and improved upon. d)TheCompanyplaysacorporatecitizenrole 7) Human Riskoflosingskilledand a) Providefocusedandstructuredtraining Resources trainedhumancapital tostaffatalllevelstoaidpersonal Risk andprofessionaldevelopment. throughCSRinitiatives. medium b) Establish career development programmes and succession plans in order to retain and motivate them. c) Maintaininggoodrelationshipswithemployees through regular dialogue. d) Top priority is given to automation of manual work. 8) Technological Riskoflowproductivityand a) Frequentvisitsofoverseasexhibitionsandcontinuous Risk highmaintenancecosts medium investmentinmodernmachinery. compared to the products manufactured by competitors. b) Continuous competitor analysis is carried out. c) InvestinginResearchandDevelopmentactivities throughout the year. d)InvestinginERPsystem,hardwareand developing software in-house. 9) Procurement Riskofnon-availability a) Establishingrelationshipswithmanyglobalandlocal Risk ofrawmaterialsand suppliersforrawmaterialsandcommodities onasinglesupplier/brand. excessive prices. medium in order to reduce over dependency b) Store raw materials when the prices are low and enter into forward contracts for raw material purchases. a) Consume energy in the most efficient way. SamSon international PlC annual report 2013/14 61 risk Management (contd...) Risk Risk exposure Mitigating action Risk Ranking 10) Inventory Riskofhavingnon-moving a) Identifyingslow-movingstocksandsellthemin medium Risk stock b) Re-orderlevelandeconomicorderquantity adifferentmarket. are established. 11) Riskof Competition Riskoflosingourmarket a) Ensuringhighstandardsofqualityin share and sales growth to High the eyes of the customer and branding all our products. Chinese low quality products and to other substitute b) Participate in trade fairs both local and products,e.g.PVC-Related foreigntoattractnewcustomers. Products c) Identify the products which are in the decline stage of the Product Life cycle and take corrective action. d) Sourcing new markets and developing new products. e) Makenecessaryinvestmentstoupgradethefacilities. f) Corporate plan is prepared every three years and monitored closely. g) Increasing productivity and efficiency in order to ensure our prices remain competitive. h)CarryingoutResearchandDevelopmentactivitiesto identify needs. i) The provision of various value added services for our key customers. j) ManufacturePVC-relatedproductswherethereis 12) Statutoryand Riskofnon-compliance Regulatory withchangesinlegal Risk andregulatoryenvironment, taxation, labour and other highdemand,e.g.,PVChoses a) Createawarenessofstatutoryobligationsatalllevels. b) Seekadvicefromexternalconsultantson all matters relating to litigation and contracts. laws will result in judiciary actions. c) Product liability insurance is taken for hot water bottles. d) Have a central record room to keep all our important documents for 10 years. e) Continuous dialogue with statutory bodies to meet updated reporting requirements. SamSon international PlC annual report 2013/14 62 Low risk Management (contd...) Risk 13) Fire and natural Risk exposure Mitigating action Risk Ranking Fire and natural disasters can a) Obtaining comprehensive insurance cover for Low halt or cease operations fire and natural disasters. disaster risk b) Fire safety drills and training is given to ensure the occurrence of fire is kept to a minimum. The company is equipped with firefighting equipment at all strategic locations in the factory. 14) Information Tominimizeriskassociated a) Databack-upsstoredinoffsitelocations. systems risk with data security, hardware &communicationandsoftware. b) Maintainingofspareservers. Low c) Vendoragreementsforsupportserviceand regular maintenance. Low Statutory and Regulatory Risk SamSon international PlC annual report 2013/14 63 risk Management (contd...) RiskMinimizationStrategiesapplied tothenewbusinesslineofPVC d) debtors have to be collected by the previous owner. The previous owner has to collect all dues from Inordertoandtominimizethecurrentbusinessriskandalso tomoveforwardinthedirectionofourVision,weinvestedina PVCfactoryrecently.Priortotakingoverthisfactory,Samson debtors and it is part of his purchase consideration. e) In the past we lost a significant market share for our rubberhosesastherearePVChoseswithabetterfinish owner as part of purchase consideration. f) no old EPF, ETF and gratuity issues and penalties will be faced by our Company. FurtherweusealotofPVC-relateditemsasraw materialsforourfinishedproducts,e.g.,PVCstoppersfor hot water bottles. These are imported from China and g) 3) h) products decrease. Therefore during such times, we can i) which can be competitive in the market. Therefore we j) intomanufacturingPVCproductsandpurchasedassetsof OktaPVCLanka(Private)Ltd.,Baddegama, A title deed search was done and a survey plan was carried out. could eliminate the Business Risk. Therefore in order to eliminate above risks, we decided to step AvaluationreportforLand&Buildingswas obtained. makesomeofourproductsoutofPVC,e.g.,PVChot waterbottles,PVCjarsealingrings,PVCbathmats,etc, Wedidadiligenceauditbygivingittoareputed Audit Firm. This eliminated all financial risk. Wehaveexperiencedthatevery3-4years,rubberprices sky rocket. During this time, sales of rubber-related Wedecidedtopayelectricity,insuranceand telephonebillstominimizetheoperational risk. there are frequent complaints about the quality of these stoppers from our customers (Operational Risk). Weobtainedtheservicesofoldemployeesby giving them new letters of appointment. Therefore and lower price. So we faced a Risk of Competition. 2) Weeliminatedtheriskofchequesinhandbeing dishonoured.Wegavethesechequestotheprevious International Plc faced many risks, namely, 1) Weeliminatedtheriskofbaddebts.Duesfrom k) Physical verification of assets was carried out. l) RequiredBoardresolutionswerepassedafterwe obtainedtheapprovaloftheAuditCommittee.We WhenwenegotiatedthepriceforPVCbusiness,we checked whether it was under major transactions eliminatedtheriskinthefollowingmanner: under Section 185 of the Companies Act. a) Wesearchedforafactoryclosetoourcurrent factory. This eliminates some operational risks and m) legal risk. we found a suitable factory. b) Weeliminatedtheriskoftransferringoldtax Informed the Colombo Stock Exchange. There is no n) MarketresearchwascarriedoutforPVCproducts liabilitiesandpenaltiestous.Weacceptedtheir before we invested in them. Therefore there is no liabilities but excluded tax liabilities. Therefore, the market risk. finance and legal risks were eliminated. o) c) Weeliminatedtheriskofpaymentsmadeto in advance. Therefore there is no business and unknown creditors and accrued expenses in the finance risk. future. This has to be settled by the current owner asperourlegalagreement.Weeliminatedfinance risk. SamSon international PlC annual report 2013/14 64 Negotiatedbankingfacilitiesforthenewbusiness repOrt of the Board of Directors The Directors of Samson International Plc have pleasure in presenting their report together with the audited financial Accounting Policies statementsoftheCompanyfortheyearended31stMarch A summary of the significant accounting policies adopted in the 2014, which was approved by the Directors at a meeting held preparation of the Financial Statements is given on page 83 of on 1st August 2014. thisReportasrequiredbySection168(1)(d)oftheCompanies ActNo.7of2007.Thepoliciesadoptedareconsistentwith General those adopted in the previous financial year. Samson International Plc is a public limited liability Company, incorporated in Sri Lanka on 14th October 1988 and re- Reviewoftheyear registeredundertheCompaniesActNo.7of2007on3rd TheChairman’sreviewandtheManagingDirector’soperational September 2008 under registration number PO 192. The review together with the Financial Statements highlight the ordinary shares of the Company were listed in the Colombo Company’s performance during the period under review and Stock Exchange of Sri Lanka on 24th July 1992 and the thestateofaffairsasat31stMarch2014. Company was converted into a public quoted company. SegmentReporting ThisReportprovidestheinformationasrequiredbythe Segment-wise products contribution to the Company’s revenue, CompaniesActNo.07of2007,theListingRulesofthe results,assetsandliabilitiesisprovidedinNote28tothe Colombo Stock Exchange and recommended best practices on FinancialStatementsonpage107. Corporate Governance. Turnover The Principal Activities of the Company TurnoveroftheCompanyisRs.953mnin2013/14as comparedtoRs.974mninthelastyear. The principal activity of the Company is the manufacture of unhardenedvulcanizedrubberproductsfortheinternational and local market. There have been no significant changes in the nature of the Company’s principal activities during the year. Turnoverbysegment: Rs in 000’ 2013/2014 2012/2013 Medicalitems 209,496 213,671 Food grade items 286,664 291,250 Householditems 108,275 138,555 Footwear components 348,126 330,381 Totalturnover 952,561 973,857 SamSon international PlC annual report 2013/14 65 repOrt OF tHe Board of Directors (contd...) Profits: 2013/2014 2012/2013 64,841 51,077 Tax on profits (8,491) 4,438 Profit after taxation 56,350 55,515 Retainedprofitsbroughtforward 185,152 137,333 Profitsavailableforappropriation/distributions 241,502 192,848 Proposedfirst&finaldividends (7,696) (7,696) Retainedprofitscarriedforward 233,806 185,152 Profitfortheyear (after payment of all expenses, making provision for known liabilities and depreciation on property, plant and equipment) Taxation UnderSection52oftheInlandRevenueActNo10of2006,taxprofitonexportsales,taxprofitonlocalsales,interestincomeand agriculture income of the Company are taxed at the rate of 12%, 28%, 28% and 10 % respectively. InvestmentsinProperty,Plant&Equipment Duringtheyear2013/2014,theCompanyinvestedRs.25.8mninproperty,plant&equipment.Thetotalinvestmentsinproperty, plant&equipmentasat31stMarch2014amountedRs.500mnasopposedtoRs.474mnasat31stMarch2013.Theinformation relatingtothemovementinproperty,plant&equipmentisgiveninNote13totheFinancialStatementonpage97. StatedCapital&Reserves The movement of the Stated capital is as follows. Statedcapital-Rs No.ofOrdinaryshares 2013/2014 2012/2013 105,752 105,752 3,847,974 3,847,974 DetailsoftheStatedcapitalaregiveninNote21totheFinancialStatementsonpage102ofthisAnnualReport.Therightsand obligations attaching to the ordinary shares are set out in the Articles of Association of the Company, a copy of which can be obtained from the Secretaries upon request. Reserves TheGroupreservesasat31stMarchwereasfollows. 2013/2014 2012/2013 General reserves 110,000 110,000 Revenuereserves 233,806 185,152 Total reserves 343,806 295,152 SamSon international PlC annual report 2013/14 66 repOrt OF tHe Board of Directors (contd...) Directorate The names of the Directors who held office at the end of the financial year are given below and their brief profiles appear on pages 18 and 19. 1) DRD.S.Rajapaksa(Chairman) 2) MrD.K.Rajapaksa(ManagingDirector) 3) MrD.R.Rajapaksa(Non-ExecutiveDirector) 4) MrD.M.Rajapaksa(Non-ExecutiveDirector) 5) MrC.Cumaranatunge(Non-ExecutiveDirector) 6) MrG.H.A.Wimalasena(Independent,Non-ExecutiveDirector) 7) MrT.K.Bandaranayake(Independent,Non-ExecutiveDirector) 8) MrB.L.P.Jayawardena(ExecutiveDirector) 9) MrD.G.P.S.Abeygunawardana–Director/GeneralManager (appointedon8/8/2013asDirector) 10) MrR.H.Nandajeewa–Director (Resignedon8/8/2013) IntermsofArticle88(i)oftheArticlesofAssociation,MrD.R.RajapakseandunderSection210oftheCompaniesActNo.7of 2007,MrT.K.BandaranayakeandMrG.H.A.Wimalasenaareavailableforre-election. Directors’ interest in shares Directors’ holdings of ordinary shares in the Company are given below. No of Shares as at No of shares as at 31.03.2014 31.03.2013 DrD.S.Rajapaksa 7,156 7,156 Mr.D.K.Rajapaksa 9,931 9,931 Mr.D.R.Rajapaksa 10,319 10,319 Mr.D.M.Rajapaksa 9,295 9,295 Mr.C.Cumaranatunge 2,244 2,244 Mr.G.H.A.Wimalasena Nil Nil Mr.T.K.BandaranayakeNil Nil Mr.B.L.P.Jayawardena Nil Nil 100 - - 132 39,045 39,077 Mr.D.G.P.S.Abeygunawardana (appointedon8/8/2013) Mr.R.H.Nandajeewa (retiredon8/8/2013) Total SamSon international PlC annual report 2013/14 67 repOrt OF tHe Board of Directors (contd...) The Directors of the Company who have relevant interests in TheReportoftheAuditCommitteeisgivenonpages72and the shares of the Company have disclosed their shareholdings 73,whichformspartoftheAnnualReport. in compliance with Section 200 of the Companies Act. Directors’RemunerationandOther Benefits The details of the Directors’ remuneration and other benefits, in respect of the Company for the financial year ended 31 March2014isgiveninNote8.1totheFinancialStatements onpage94ofthisReport,asrequiredbySection168(1)(f)of theCompaniesActNo.07of2007.Directors’remuneration forthefinancialyear2013/14isRs.8,376,395(lastyear Rs.8,057,195). Directors’interestintransactions: The Directors of the Company have made a disclosure as requiredunderSection192(2)oftheCompaniesActNo.07of 2007.Note27tothefinancialstatementsdealingwithrelated party disclosures include their interests in transactions under RemunerationCommittee: MrG.H.A.Wimalasena–Chairman, Independent, Non-ExecutiveDirector MrT.K.Bandaranayake Independent, Non-ExecutiveDirector Mr.D.M.Rajapaksa Non-ExecutiveDirector TheReportoftheRemunerationCommitteeisgivenonpage 74,whichformsapartoftheAnnualReport. Employment Policies The Company continues to invest in human resource development and implements effective practices to develop and build an efficient and effective workforce to ensure optimum contribution toward the achievement of its corporate goals. The Company employment policies are based on recruiting note27.3onpage105. the best people, providing them training to enhance their InterestRegister skills, and recognition of the innate skills and competencies TheInterestsRegisterismaintainedbytheCompany,asper of each individual while offering equal career opportunities theCompaniesAct,No.7of2007.AllDirectorshavemade regardless of gender, race or religion and to retain them with declarationsasprovidedforinSection192(1)&(2)ofthe the Company as long as possible. The number of persons Companies Act aforesaid. The related entries were made in the employed by the Company at year-end was 324 (last year 302). InterestsRegisterduringtheyearunderreview.TheInterests RegisterisavailableforinspectionasrequiredbySection119 System of internal controls (1)(d)oftheCompaniesActNo.07of2007. The Board of Directors has established an effective and comprehensive system of internal controls to ensure that proper Board committees controls are in place to safeguard the assets of the Company, The Board while assuming the overall responsibility and to detect and prevent fraud and irregularities, to ensure that accountability in the management of the company has also proper records are maintained and Financial Statements appointed Board Committees to ensure oversight and control presentedarereliableandaccurate.MonthlyManagement over certain affairs of the Company, conforming to the Accounts are prepared, giving management relevant, reliable corporate governance code and adopting the best practices. and up -to-date Financial Statements and key performance Accordingly, the following Committees have been constituted indicators. The Statement on Directors ‘responsibility for bytheBoard: financialreportingoftheCompanyissetoutonpage71ofthis Report. AuditCommittee: MrT.K.Bandaranayake–Chairman, Independent, The Audit Committee reviews, on a regular basis, the reports, Non-ExecutiveDirector policies and procedures to ensure that a comprehensive internal MrG.H.Wimalasena Independent, Non-ExecutiveDirector MrD.M.Rajapaksa Non-ExecutiveDirector SamSon international PlC annual report 2013/14 68 control framework is in place. repOrt OF tHe Board of Directors (contd...) Donations ThetotalamountofdonationswasRs.39,519intheyear Social and Environmental Responsibility 2013/14(20012/13–Rs44,500).Thishasnotexceededthe As a responsible corporate body, the Company has taken amount approved by shareholders at the last Annual General allnecessarystepsandprecautionstominimizeanyadverse Meeting.Nodonationwasmadeforpoliticalpurposes. impactoftheCompany’sactivitiesontheenvironment.When MajorTransactions introducing new business, products, methods and machines, maximum care is taken to ensure that these conform to There have been no transactions during the year under review accepted environmental and safety regulations and standards. whichfallwithinthedefinitionof“MajorTransactions”in The Directors, to the best of their knowledge and belief, are termsofSection185oftheCompaniesAct,No.07of2007. satisfied that the Company has not engaged in any activities ThetotalassetsoftheCompanyisRs.654mnand50%of which have caused adverse effects on the environment and it thetotalassetsisRs.327mn.TheCompanyhasnotbought has complied with the relevant environmental regulations. anyassetsorundertakenanyliabilitiesgreaterthanRs.327mn during the year under review. SustainabilityReporting Sustainability practices have been built into every aspect of our Share information businesses and we consider sustainability goals along with our The information pertaining to earnings per share, dividend operationalandfinancialgoals.ThisSustainabilityReportison per share, net assets per share and market value per share is pages108to121ofthisAnnualReport. given in the financial highlights on page 01 and in the Ten-year summaryonpage133ofthisAnnualReport. Corporate Governance The Company maintains and practices high principles of good The twenty major shareholders and percentages held by each corporate governance. The Directors are responsible for the oneofthemasat31stMarch2014aregivenonpage130of formulation and implementation of overall business strategies, theAnnualReport. policies and setting standards in the short, medium and longterm adopting good governance in managing the affairs of the Public holding of shares in the Company Asat31stMarch2014,thepublicheld43.04%(in2012/2013- 13.91%) of the shares of the Company. This significant difference arose due to changes in the interpretation of thedefinitionof“PublicHolding”bytheColomboStock Exchange. Statutory Payments The Directors, to the best of their knowledge and belief, are satisfied that all statutory payments due to the government, other regulatory institutions and in relation to employees have been made within the stipulated period and have been accounted for during the financial year. Compliance with laws and regulations To the best of the knowledge and belief of the Directors, the Company. The practices adopted by the Company in relation to corporate governance are set out on pages 53 to 58 of this Report. Auditor’sReport TheCompany’sexternalauditor,Messrs.HLBEdirisinghe& Company, performed the audit on the Financial Statements fortheyearended31March2014.TheAuditor’sReporton theFinancialStatementsisgivenonpage77ofthisReportas required by Section 168 (1) (c) of the Companies Act. Appointment of Auditors TheretiringAuditorsHLBEdirisinghe&Company,Chartered Accountants, have expressed their willingness to continue in office. A resolution to re-appoint them as auditors and authorizetheDirectorstofixtheirremunerationwillbe proposedattheAnnualGeneralMeetingintermsofthe CompaniesAct,No.7of2007. Company has not engaged in any activities contravening the laws and regulations of the country. SamSon international PlC annual report 2013/14 69 repOrt OF tHe Board of Directors (contd...) Auditor’sRemunerationand Independence Financial Statements of the Company The Company paid audit fees to the external auditors for the Head of Finance and approved by two Directors in compliance year2013/14amountingtoRs.282,900(2013-Rs.265,200). withSections152,153and168oftheCompaniesActNo.7of BasedonthedeclarationprovidedbyMs.HLBEdirisinghe& 2007,aregivenfrompages78to107oftheAnnualReport. The Financial Statements of the Company, duly certified by the Company and as far as the Directors are aware, the Auditors do not have any relationship with or interests in the Company that Secretaries may have a bearing on their independence, within the meaning PWCorporateSecretarial(Pvt)Ltd.continuestoworkas of the Code of Professional Conduct and Ethics issued by the Secretaries to the Company. Institute of Chartered Accountants of Sri Lanka. Outstanding litigation In the opinion of the Directors, in consultation with the Dividends The Directors recommend a dividend of 2.00 per share for the yearended31stMarch2014(2.00persharein2012/13). Company lawyers, there is no litigation currently pending against the Company which will have a material impact on the NoticeofMeeting reported financial results or future operations of the Company. DetailsoftheAnnualGeneralMeetingaregivenintheNotice Post Balance sheet events ofMeetingonpage136. In the opinion of the Directors, no item, transaction or event of 22ndAnnualGeneralMeeting an unusual nature has taken place between the financial year- The22ndAnnualGeneralMeetingoftheCompanywillbeheld end and the date of this report that would materially affect onMondaythe19thdayofSeptember2014attheSriLanka the results of the Company for the financial year in respect of CollegeofObstetriciansandGynecologistsSamsonRajapaksa which this report is made. AuditoriumatNo112,ModelFarmRoad,Colombo08,which was the same venue for the previous year. On14thJuly2014,theCompanyinvestedinaPVCfactory, OktaPVCLanka(Pvt)Ltd.,Baddegama,whowereengagedin On behalf of the Board manufacturingPVCpipe&fittingsunderSLS.Thetotalassets valueandLiabilitiestakenbyusareRs.137,167,655and Rs.113,339,588respectively.Theamountpaidtotheowner wasRs.23,828,067.ThecompanyinformedtheColombo D.K. Rajapaksa D. G. P. S Abeygunawardana Stock Exchange prior to investing in this business line. ManagingDirector Director/GeneralManager Going Concern The Board of Directors has reviewed the Company’s business and corporate plans and are satisfied that the Company has P W Corporate Secretarial (Pvt) Ltd. adequate resources to continue its operations in the Secretaries foreseeable future. After considering the financial position, Colombo operating conditions, regulatory and other factors and such 1st August 2014. matters required to be addressed in The Corporate Governance Code, the Directors have a reasonable expectation that the Company possesses adequate resources to continue in operation for the foreseeable future. For this reason, they continue to adopt the Going Concern basis in preparing the Financial Statements. SamSon international PlC annual report 2013/14 70 stateMent of Directors responsibility T he following statement, which should be read in The Directors have general responsibility for taking such steps conjunction with the Auditor’s responsibilities, as set out as are reasonably open to them to safeguard the assets of in their report, is made with a view to distinguish between the the Company and to prevent and detect fraud and other respective responsibilities of the Directors’ and the Auditor’s, in irregularities. relation to Financial Statements. The Directors are of the opinion that the Financial Statements TheDirectorsarerequiredbytheCompaniesAct,No07of oftheCompanysetoutonpages78to107havebeen 2007,toprepareFinancialStatementsforeachfinancialyear, prepared in accordance with the above requirements and that which give a true and fair view of the state of affairs of the they have appropriately discharged their responsibilities as set Company as at the end of the financial year and of the profit out in this Statement. and loss for the financial year. The Directors are required to prepare these Financial Statements on the going concern basis, The Directors confirm that to the best of their knowledge, unless it is not appropriate. all taxes, duties and levies payable by the Company and all contributions, levies and taxes payable on behalf of and in Since the Directors are satisfied that the Company has the respect of the employees of the Company, and all other known resources to continue its business for the foreseeable future, statutory dues as were due and payable by the Company, as at the Financial Statements continue to be prepared on the said the Balance Sheet date have been paid, or where relevant are basis. being provided for. The Directors consider that in preparing the Financial On behalf of the Board Statements, the Company has used appropriate accounting policies, consistently applied, and supported by reasonable and prudent judgments and estimates, and that all accounting standards which they consider to be applicable have been D. K. Rajapaksa D. G. P.S. Abeygunawardana followed. ManagingDirector Director/GeneralManager The Directors are responsible for ensuring that the Company keeps accounting records which disclose with reasonable Colombo accuracy the financial position of the Company, and which 1st August 2014. enable them to ensure that the Financial Statements comply withtheCompaniesAct,No.07of2007. SamSon international PlC annual report 2013/14 71 auDit committee report T heAuditCommitteecomprisesthreeNon-Executive 2. Reviewingtheintegrityandadequacyofthedisclosures Directors the majority of whom are independent. The in the financial statements of the company in accordance CommitteeischairedbyMrT.K.Bandaranayake,whoisa withtheCompaniesAct,No.7of2007,theSriLanka FellowMemberoftheInstituteofCharteredAccountantsofSri Accounting Standards and Accounting Policies which are LankaandformerSeniorPartnerofMessrsErnst&Young. consistently applied. 3. Reviewingthefinancialreportingsystemtoensure MembersoftheAuditCommittee andDetailsofMeetingsheld the accuracy and timelines of the financial statements produced. 4. Reviewingandensuringtheadequacyandeffectiveness The attendance of the members of the Audit Committee was of the Company’s internal control systems and risk asfollows: management. Name of Director Status 27th May 08thAugust 11thNovember 13thFebruary 26thMay No of 2013 2013 2013 2014 2014 Attendance MrTKBandaranayake (Chairman) NE/I √ √ √ √ √ 5/5 MrGHAWimalasena NE/I x √ √ x √ 3/5 MrDMRajapaksa NE √ √ √ √ √ 5/5 Member’sattendanceattheAuditCommitteemeetingsofSamsonInternationalPlc Note:MrGHAWimalasenawasunabletoattendtwomeetingsashewasawayonoverseastours. The Audit Committee held five meetings during the year under 5. Oversight on the compliance by the company with the review. The proceedings of the Audit Committee are regularly requirements of the statutory and regulatory framework. reported to the Board of Directors. Compliance is monitored quarterly through the ‘Company Reports’. RoleoftheAuditCommittee 6. MakingrecommendationstotheBoardofDirectorsonthe The functions of the Audit committee are in line with the appointment/re-appointmentandtheremunerationofthe requirementoftheSecurities&ExchangeCommissionofSri external auditors based on their performance. Lanka and the best practices of Corporate Governance. These included, inter alia, ensuring the effectiveness of internal 7. Examininganynon-auditworkperformedbytheauditors to ensure that their independence is not impaired. controls and procedures for financial reporting purposes and the integrity of financial statements as well as the Internal Audit Function independence of the external auditors. The Audit Committee reviews the Quarterly Internal Audit TheAuditCommitteewasresponsibleforthefollowing: Reports.TheinternalauditfunctioniscarriedoutbyM/sErnst 1.Meetingswiththeauditorstodiscussanyproblemsand &Young.Theinternalauditreportsarereviewedthoroughly reservations arising from the audit and any other matters that the auditor may wish to discuss independent of the management. SamSon international PlC annual report 2013/14 72 and recommendations are made for rectification. auDit committee report (contd...) Conclusion The committee reports to the Board of Directors, identifying the matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken. The Committee has recommended to the Board of Directors thatMessrsHLBEdirisinghe&Co.,CharteredAccountants,be re-appointed as the Auditors for the financial year ending 31st March2015,subjecttotheapprovaloftheshareholdersat theAnnualGeneralMeetingatafeetobedeterminedbythe management. The Audit Committee is satisfied that the company’s accounting policies, operational controls and risk management practices provide reasonable assurance that the affairs of the Company are managed in accordance with the Company policies and that the Company assets are properly accounted for and T. K. Bandaranayake Chairman Audit Committee adequately safeguarded. Colombo 1st August 2014 Audit Committee SamSon international PlC annual report 2013/14 73 repOrt OF the remuneration committee T heRemunerationCommittee,appointedbyand responsible to the Board of Directors, consists of two independent,Non-ExecutiveDirectors,MrG.H.A.Wimalasena andMrT.K.BandaranayakeandanotherNon-Executive DirectorMrD.M.Rajapaksa.ThecommitteeischairedbyMr G.H.A.Wimalasena. RoleoftheCommittee: TheRemunerationCommitteereviewsandrecommendstothe RemunerationPolicy: In a highly competitive environment, attracting and retaining high caliber executives is a key challenge faced by the Group. In this context, the Committee took into account competition, market information and performance evaluation methodology in declaring the overall remuneration policy. TheRemunerationCommitteeheldtwomeetingsduringthe year under review. Board of Directors the policy on remuneration for the executive staff, specific remuneration packages for the Executive Directors andrevisionoffeesfortheNon-ExecutiveDirectors.Directors’ remunerationforthefinancialyear2013/14isRs.8,376,395 (lastyearRs.8,057,195). G.H.A. Wimalasena Chairman RemunerationCommittee Colombo 1st August 2014. RemunerationCommittee SamSon international PlC annual report 2013/14 74 Financial review “During the year, the Company reduced the finance cost by 62%, reduced gearing to 6.8% and took many investments decisions… “ GrossProfitMargin TheCompanyhasrecordedagrossprofitofRs145mnas againstRs150mninthepreviousyear.Themainreasonforthe drop in gross profits was a decrease in export sales, increase in Revenue D uringtheyearended31stMarch 2014, the Company recordedaturnoverofRs.953mnasagainstRs974mn inthepreviousyear.Itisnotedthattherewasagrowthof7% inlocalsalesintheyear.LocalsaleswentupbyRs21mnfrom Rs.318mninthepreviousyeartoRs.339mninthecurrent year.However,exportsaleshavecomedownby6.5%orbyRs 43mnfromRs.656mninthepreviousyeartoRs.613mnin the current financial year. energy costs and salaries and wages, unfavourable exchange rates of India, South Africa and Japan and also the amount written off from non-moving finished goods stocks and raw materials.TheGrossProfitRatiointhecurrentyearaswell as in the previous year is 15%. The reduction of production overheads and wastage levels were achieved effectively. Wastelevelsinjarsealingringscamedownthisyeartoan unprecedented level. Inlocalsales,itisnotedthatsalesofVstrapandshoesoles OperationalProfitMargin(Profit before Finance cost) have gone up significantly in the current financial year. TheOperationalProfitinthecurrentfinancialyearisRs Rubbermats,roadhumpsandrubberhosesaleshavebeen 47.7mnandlastyearitwasRs.54.0mn.Thesellingand growinggradually.Wehavestillnotseenasignificantsales distributioncostwasRs.24mninthecurrentyearasagainst improvementinfloorings.Wehavetappedalmostevery Rs24.8mninthepreviousyearwhileAdministrativeOverheads customer in the pipe joints market and had a significant sales wasRs.75mnduringtheyearunderreviewasagainstRs72.7 growthintheyear.Wewilldevelopourlocalsalesfurther mn. This year’s Administrative Overhead cost includes the through aggressive sales promotions and by strengthening and amount written off of intangible assets. The exchange gain restructuringtheMarketingDepartment. earned due to the depreciation of the local currency against foreigncurrencieswasRs.17.7mninthecurrentyearas In exports sales, we noted a marginal drop in sales in jar sealing againstRs6.2mninthepreviousyear.However,welostsome rings, hot water bottles and rubber mats. During the year, we revenue due to the adverse impact from the exchange rates of had experienced a favourable gain from Euro exchange rates. India, South Africa and Japan. The operational profit to sales However, we encountered an adverse impact on our sales ratio was 5.0% (previous year 5.6%). from India, South Africa and Japan due to the devaluation of their currencies, which affected our sales of hot water bottles, mud flaps and bath mats. It is noted that that there was a significant growth in rubber pallet bands and some improvements in sales from floorings. OutofthetotalrevenueofRs953mnfortheyearended31st March2014,64%wasearnedfromexportssalesandthe balance 36% from local sales. Profit/(Loss)beforeTaxation TheprofitbeforetaxationinthecurrentyearisRs.64.8mn ascomparedtotheprofitofRs51.0mnintheprevious year.Thecurrentyear’sprofitofRs.64.8mnwasrecorded afteramortizationofRs.6.3mnintangibleassets,Rs.13.2 mn of non- moving finished goods stocks and raw materials. Thefinancecostdecreasedby62%fromRs.9.9mninthe previousyeartoRs.3.7mninthecurrentfinancialyear.The SamSon international PlC annual report 2013/14 75 Financial review (contd...) Investments CompanywasabletoearnagainofRs0.5mnfromthe forward exchange contracts which commenced in the last Duringtheyear,theCompanyinvestedRs15mninaflash quarter.Wehopetoearnmoregainsfromforeignexchange contracts in the coming years. lessautomatedVstrappress,Rs3mninamillandanother Rs.2mninapressline.AnotherRs.1.5mnwasinvestedin a water treatment plant. The company was able to invest in Taxation Debentures,TreasuryBillsandFixeddepositsamountingtoRs. During the year, tax provision increased due to the deferred tax adjustment. 50.3mninthefinancialyearunderreview.Wehaveplanned toinvestanotherRs6mninnewsoftwareintheIFSsystemin 2013/14 2012/2013 Rs. Rs. Tax on profits of the year 4,535,269 3,042,594 Deferredtaxexpense/(Income) 3,955,316 (7,481,140) ThemarketcapitalizationoftheCompanywasRs.339.4mnat Total 8,490,585 (4,438,546) theclosingpriceoftheshare,upfromRs.316.3mnrecorded 2014/15. MarketCapitalization in the previous year. During the year under review, the highest After the tax provision, the Company recorded a profit of tradedpriceoftheCompany’ssharewasRs.105.00,whilethe Rs56.3mninthecurrentyearasagainstRs.55.5mninthe lowestpricewasRs.74.00.49,773sharesweretradedduring previous year. theyearandthesharepriceclosedfortheyearatRs.88.20. Ratios The gearing ratio in the current year is 6.8% as against 13.2% inthepreviousyear.EarningspershareareRs.14.64inthe currentyearasagainstRs.14.43inthepreviousyear.The marketpriceasat31stMarch2014wasRs.88.20(lastyearRs 82.20). SamSon international PlC annual report 2013/14 76 auDitOrs report reasonable assurance whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial TO THE SHAREHOLDERS OF SAMSON INTERNATIONAL PLC ReportontheFinancialStatements Wehaveauditedtheaccompanyingfinancialstatementsof Samson International PLC., which comprise the statement of financialpositionasat31stMarch2014,andthestatements of income, other comprehensive income, statement of changes in equity and cash flow statement for the year then ended, and summary of significant accounting policies and other statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Wehaveobtainedalltheinformationandexplanationswhich to the best of our knowledge and belief were necessary for thepurposesofouraudit.Wethereforebelievethatouraudit provides a reasonable basis for our opinion. explanatory notes. Opinion Management’sResponsibilityforthe Financial Statements In our opinion, so far as appears from our examination, the Managementisresponsibleforthepreparationandfair presentation of these financial statements in accordance with Sri Lanka Accounting Standards. This responsibility includes; designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances. Scope of Audit and Basis of Opinion Our responsibility is to express an opinion on these financial statementsbasedonouraudit.Weconductedouraudit in accordance with Sri Lanka Auditing Standards. Those standards require that we plan and perform the audit to obtain company maintained proper accounting records for the year endedMarch31,2014andthefinancialstatementsgiveatrue andfairviewofthecompany’sStateofAffairsasatMarch 31, 2014 and its financial performance and cash flows for the year then ended in accordance with Sri Lanka Accounting Standards. ReportonOtherLegalandRegulatory Requirements These financial statements also comply with the requirements ofSection151(2)oftheCompaniesActNo07of 2007. HLB Edirisinghe & Co. Chartered Accountants Colombo 1st August 2014 SamSon international PlC annual report 2013/14 77 stateMent of comprehensive income FOR THE YEAR ENDED 31ST MARCH NOTES Revenue 6 Costofsales 2014 2013 Rs. Rs. 952,561,234 973,858,289 (807,751,637) (824,008,726) Gross Profit 144,809,597 149,849,563 Otherincome 7 2,282,319 1,749,323 Distributioncost (24,019,314) (24,801,170) Administrativeexpenses (75,308,710) (72,737,442) Operating Profit 8 47,763,892 54,060,274 Financeincome 9.1 20,856,704 6,916,633 Financecost 9.2 (3,780,035) (9,900,028) Net Finance Income 17,076,669 (2,983,395) Profitbeforeincometaxation 64,840,561 51,076,879 10 (8,490,585) 4,438,546 56,349,976 55,515,425 Income tax expense Profit for the year Other comprehensive income, net of tax Total Comprehensive Income for the year, net of tax - 56,349,976 55,515,425 Earnings per share - Basic 11 14.64 14.43 Dividends per share 12 2.00 2.00 Note: AllvaluesareinRupees,unlessotherwisestated. Figures in brackets indicate deductions. TheSignificantAccountingPoliciesandNotesonpages82to107areanintegralpartofthesefinancialstatements. SamSon international PlC annual report 2013/14 78 stateMent of Financial position AS AT ASSETS Non Current Assets Property,plantandequipment Intangibleassets Available for sale financial assets Other financial assets Deferredtaxassets Current Assets Inventories Trade and other receivables Tax recoverable Cashandcashequivalents Total Assets EQUITY AND LIABILITIES Statedcapital General reserve Retained earnings Total Equity Non- Current Liabilities Deferredtaxliability Retirementbenefitobligation Current Liabilities Tradeandotherpayables Short term borrowings Total Liabilities Total Equity And Liabilities 31.03.2014 31.03.2013 Rs. Rs. NOTES 13 14 15 16 17 172,218,635 2,557,332 21,354,300 29,000,000 4,975,187 230,105,453 174,449,120 8,950,642 6,855,791 190,255,553 18 19 20 125,296,412 229,125,850 8,716,706 60,880,788 424,019,756 654,125,209 143,785,662 226,059,880 13,251,975 19,755,466 402,852,983 593,108,536 21 105,752,241 110,000,000 233,806,250 449,558,491 105,752,241 110,000,000 185,152,222 400,904,463 17 22 10,905,774 15,129,866 26,035,640 8,831,062 14,528,107 23,359,169 23 24 145,688,020 32,843,058 178,531,078 204,566,718 654,125,209 108,040,574 60,804,330 168,844,904 192,204,073 593,108,536 IcertifythataboveFinancialStatementscomplywiththerequirementsofCompaniesActNo.07of2007. T. P. Kahanda Gamage Head of Finance The Board of Directors are responsible for the preparation and presentation of these financial statements. Signed for and on behalf of the Board, D. K. Rajapaksa ManagingDirector D. G. P. S. Abeygunawardana Director/GeneralManager TheSignificantAccountingPoliciesandNotesonpages82to107areanintegralpartofthesefinancialstatements. Colombo 1st August 2014 SamSon international PlC annual report 2013/14 79 stateMent of changes in equity FOR THE YEAR ENDED 31ST MARCH 2014 Restated Balance as at 1st April 2012 Stated General Retained Capital Reserve Earnings Total Rs. Rs. Rs. Rs. 105,752,241 110,000,000 137,332,745 353,084,986 55,515,425 Profit for the year - - 55,515,425 Other Comprehensive Income - - - Total Comprehensive Income for the year - - 55,515,425 55,515,425 - - (7,695,948) (7,695,948) 185,152,222 400,904,463 56,349,976 56,349,976 - Transactions with equity holders DividendsPaid Balance as at 31st March 2013 105,752,241 110,000,000 Profitfortheyear - - Other Comprehensive Income - - Total Comprehensive Income for the year - - - - - 56,349,976 56,349,976 - (7,695,948) (7,695,948) 110,000,000 233,806,250 449,558,491 Note:ThepurposeoftheGeneralreserveistoutilizeinfutureinvestmentsandexpansions. Note: Transactions with equity holders DividendsPaid Balance as at 31st March 2014 AllvaluesareinRupees,unlessotherwisestated. 105,752,241 Figures in brackets indicate deductions. TheSignificantAccountingPoliciesandNotesonpages82to107areanintegralpartofthesefinancialstatements. SamSon international PlC annual report 2013/14 80 stateMent of cash Flows FOR THE YEAR ENDED 31ST MARCH NOTES CASH FLOW FROM OPERATING ACTIVITIES Profit /(Loss) before taxation Adjustment for : Depreciation Amortizationofintangibleassets (Profit)/Lossondisposalofproperty,plant&equipment (Profit)/Lossonscrappingplant&equipment Increaseinretirementbenefitobligation Financeincome Financecost Profit Before Working Capital Changes (Increase)/decreaseininventories (Increase)/decreaseintrade&otherreceivable Increase/(decrease)intrade&otherpayable Cash generated from operations Interestpaid Incometaxpaid Retiringgratuitypaid Net cash generated from operating activities CASH FLOW FROM INVESTING ACTIVITIES Purchaseofproperty,plantandequipment Investment in debentures Investment in treasury bills Investment in fixed deposits Interestincome Proceedsfromsaleofproperty,plant&equipment Net cash used in investing activities CASH FLOW FROM FINANCING ACTIVITIES Dividendpaid Proceedsfromshorttermborrowings Repaymentofshorttermborrowings Net cash used in financing activities Net (decrease) / increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and Cash equivalents at the end of the year Note: AllvaluesareinRupees,unlessotherwisestated. Figures in brackets indicate deductions. 2014 2013 Rs. Rs. 64,840,561 51,076,879 13 22 9.1 9.2 27,768,868 6,393,310 (331,681) - 1,539,613 (20,856,704) 3,780,035 26,526,938 1,278,660 (1,166,071) 109,382 7,673,597 (6,916,633) 9,900,028 83,134,002 18,489,250 (3,065,970) 37,647,447 88,482,780 (18,645,717) (16,127,420) (35,925,069) 9.2 22 136,204,729 (3,780,035) - (937,855) 131,486,839 17,784,574 (9,900,028) (1,594,745) (3,051,511) 3,238,291 13 (20,118,377) - 9.1 (25,856,701) (21,354,300) (10,000,000) (19,000,000) 20,856,704 650,000 (54,704,297) 6,916,633 2,366,071 (10,835,673) 24 24 (7,695,948) 161,650,914 (177,273,998) (7,695,948) 160,977,140 (128,304,333) (23,319,032) 53,463,510 4,236,943 57,700,453 24,976,859 17,379,477 (13,142,534) 4,236,943 20 TheSignificantAccountingPoliciesandNotesonpages82to107areanintegralpartofthesefinancialstatements. 1st August 2014 SamSon international PlC annual report 2013/14 81 nOtes to the Financial statements 1. General Information AccountingandAuditingStandardsActNo.15of 1995. 1.1 General The Company is a public limited liability company 1.2 2.2. Basis of Measurement incorporated and domiciled in Sri Lanka. The address of The financial statements have been prepared on the itsregisteredofficeisNo.110,KumaranRatnamRoad, historical cost basis, except that the retirement benefit Colombo 02 and the principle place of business is obligations are measured at the present value of the situatedatAkuressaRoad,Bogahagoda,Angulugaha, defined benefit plans as explained in the respective Galle. notes to the financial statements. Principal Activities and Nature of Operations 2.2.1 Going concern During the year, the principal activities of the Company The Directors have made an assessment of the were manufacture and export of unhardened Company’s ability to continue as a going concern in rubber the foreseeable future and they do not foresee a need products to the international and local markets. for liquidation or cessation of trading. Therefore, the financial statements continued to be prepared on the 1.3 going concern basis Parent Enterprise & Ultimate Parent Enterprise The Company’s parent undertaking is DSI Samson Group(Pvt)Ltdwhichholdseffectively55.79%of 1.4 2.3. Functional and Presentation Currency shares of Samson International PLC collectively inclusive The Financial Statements are presented in Sri Lankan of Company holding. RupeeswhichistheCompany’sfunctionalcurrency. 2.4. Approval of Financial Statements Use of Estimates and Judgments These financial statements have been approved for The preparation of financial statements in conformity issue by the Board of Directors on 1st August 2014 withSLFRSrequiresmanagementtomakejudgments, estimates and assumptions that affect the application 1.5 Number of Employees of accounting policies and the reported amounts of The total number of employees stod at 324 as at 31st assets and liabilities and disclosure of contingent assets March2014.(302asat31stMarch2013) and liabilities at the date of the financial statements and the reported amounts of revenue and expenses 2. Basis of Preparation during the reporting period. Although the judgments and estimates are based on management’s best 2.1. Statement of Compliance knowledge of the current events and actions, actual The Company prepares the financial statements in results may ultimately differ from those estimates. It accordance with the Sri Lanka Accounting Standards also requires management to exercise its judgment (LKAS&SLFRS)issuedbytheInstituteofChartered in the process of applying the company’s accounting Accountants of Sri Lanka and the requirements of policies. theCompaniesActNo.07of2007andSriLanka SamSon international PlC annual report 2013/14 82 nOtes to the Financial statements (contd...) 3. Information about critical estimates and judgments All property, plant and equipment are stated at in applying accounting policies that have the most historical cost less depreciation. Historical cost significanteffectontheamountsrecognizedinthe includes expenditure that is directly attributable to the financialstatementsisprovidedinNote04. acquisition of the items. Significant Accounting Policies Wherethecarryingamountofanassetisgreaterthan The accounting policies set out below have been its estimated recoverable amount, it is written down applied consistently to all periods presented in these immediately to its recoverable amount. financial statements of the company 3.2.1.2. Subsequent Costs 3.1. The cost of replacing part of an item of property, plant Foreign Currency andequipmentisrecognizedinthecarryingamount of the item if it is probable that the future economic 3.1.1. Foreign Currency Transactions In preparing the Financial Statements of the individual benefits embodied within the part will flow to the entities, transactions in currencies other than the company and its cost can be measured reliably. The entity’s functional currency (foreign currencies) carryingamountofthereplacedpartisderecognized. are recorded in the functional currencies using the exchange rates prevailing at the dates of the 3.2.1.3. Derecognition The carrying amount of an item of property, plant and transactions. equipmentisderecognizedondisposalorwhenno At each reporting date, monetary items denominated future economic benefits are expected from its use in foreign currencies are translated at the closing rate. or disposal. Gains or losses on derecognition of the asset are determined by comparing the proceeds from 3.2. Exchange differences arising on the settlement of disposalwiththecarryingamountofproperty,plant& monetary items, and on the translation of monetary equipmentandarerecognizedwithinotherincomein items, are included in profit or loss for the period. the statement of comprehensive income. Assets and the Bases of their Valuation 3.2.1.4. Depreciation Assets classified as current assets in the Statement of Financial Position are cash, bank balances and those Depreciation is calculated over the depreciable whichareexpectedtoberealizedincash,duringthe amount, which is the cost of an asset, or other amount normal operating cycle of the Company’s business, or substituted for cost, less its residual value. within one year from the reporting date, whichever is shorter. Assets other than current assets are those Depreciationisrecognizedinprofitorlossonastraight which the Company intends to hold beyond a period line basis over the estimated useful lives of each of one year from the reporting date. part of an item of property, plant and equipment, since this most closely reflects the expected pattern 3.2.1. Property, Plant and Equipment of consumption of the future economic benefits embodied in the asset. Leased assets are depreciated 3.2.1.1. Recognition and Measurement over the shorter of the lease term and their useful lives Property, Plant and Equipment are stated at cost less unless it is reasonably certain that the company will accumulated depreciation and accumulated impairment obtain ownership by the end of the lease term. Land is losses. not depreciated. SamSon international PlC annual report 2013/14 83 nOtes to the Financial statements (contd...) Theestimatedusefullivesareasfollows: 3.2.2.3. Amortisation Amortizationiscalculatedoverthecostoftheasset, Asset Category Useful Life Depreciation (Years) Rate (%) Buildings 20 5% Storage Tank 10 10% Plant&Machinery 10 10% MachineAccessories 10 10% Furniture and Fittings 10 10% Office Equipment 10 10% estimated useful life has been re-estimated to 5 years MotorVehicles 5 20% instead of the previous estimate of 10 years which is or other amount substituted for cost, less its residual value. Amortizationisrecognizedintheprofitorlossona straight line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The shownbelow: Depreciation of an asset begins when it is available for use where as depreciation of an asset ceases at the Category earlier of the date that the asset is classified as held for of Asset saleandthedatethattheassetisderecognized. Useful Depreciation Life (Years) Useful Rate (%) Re-estimated Life (Years) up to 2012/13 ERPComputer Depreciation method, useful lives and residual values Software are reviewed at each financial year end and adjusted if 5 20% 10 Amortisation methods, useful lives and residual values appropriate. are reviewed at each financial year end and adjusted if appropriate. 3.2.2. Intangible Assets Changes in the expected useful life or the expected 3.2.2.1. Software pattern of consumption of future economic benefits All computer software cost incurred, which are not embodied in the asset is accounted for by changing the internally related to associate hardware, which can be amortisation period or method, as appropriate, and are clearly identified, reliably measured and it is probable treated as changes in accounting estimates. that they will lead to future economic benefits, are included in the Statement of Financial Position under 3.2.2.4 Derecognising the category of intangible assets. Gains or losses arising from derecognising of an intangible assest are measured as the difference Intangible assets acquired separately are measured on between the net disposal proceeds and the carrying initial recognition at cost. amount of the asset and are recognised in the income statement when the asset is derecognised. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses, if any. 3.2.3 Impairment of non-financial assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for 3.2.2.2 Subsequent Expenditure impairment. Assets that are subject to amortisation are Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure isrecognizedinprofitorlossasincurred. reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable SamSon international PlC annual report 2013/14 84 nOtes to the Financial statements (contd...) amount is the higher of an asset’s fair value less costs effective interest method, less provision for impairment. to sell and value in use. For the purposes of assessing A provision for impairment of trade receivables is impairment, assets are grouped at the lowest levels established when there is objective evidence that for which there are separately identifiable cash flows the Company will not be able to collect all amounts (cash-generatingunits).Non-financialassetsotherthan due according to the original terms of receivables. goodwill that suffered impairment are reviewed for Significant financial difficulties of the debtor, probability possible reversal of the impairment at each reporting that the debtor will enter bankruptcy or financial date. reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference 3.2.4. Inventories Inventories are measured at the lower of cost and net between the asset’s carrying amount and the present realizablevalue. value of estimated future cash flows, discounted at the Costs incurred in bringing each product to its present original effective interest rate. locationandconditionareaccountedforasfollows: The carrying amount of the asset is reduced a) All inventory items except manufactured inventories and work-in-progress are measured using first in, first out basis. b) Manufacturedinventoriesandwork-in-progressare measured at weighted average factory cost which includes all direct expenditure and appropriate shares of production overhead based on normal operating capacity but exluding borrowing costs. Netrealisablevalueistheestimatedsellingpricein the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. 3.2.4.1 Allowance for Impairment All inventory items are tested for impairment periodically. through the use of an allowance account, and the amount of the loss is recognised in the statement of comprehensive income. 3.2.5.3. Trade Receivables Write Off Whenatradereceivableisuncollectible,itiswritten off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against distribution expenses in the statement of comprehensive income. 3.2.6. Cash and Cash Equivalents Cash and cash equivalents comprise cash balances, call deposits, demand deposits, and short term highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value net of bank overdrafts that are repayable on demand for the purpose of the Statement of Cash Flows. 3.2.5. Trade Receivables 3.3. Financial Instruments 3.2.5.1. Recognition and Measurement Trade receivables are amounts due from customers for 3.3.1. Financial Assets goods sold or services performed in the ordinary course of business. If collection is expected in one year or less 3.3.1.1. Initial Recognition and Measurement (or in the normal operating cycle of the business if FinancialassetswithinthescopeofLKAS39are longer), they are classified as current assets. If not, they classified as financial assets at fair value through are presented as non-current assets. profit or loss, loans and receivables, held-to-maturity investments or available-for-sale financial assets, as 3.2.5.2. Provision for Impairment appropriate. The Company determines the classification Trade receivables are recognised initially at fair value of its financial assets at initial recognition. All financial and subsequently measured at amortised cost using the assets are recognised initially at fair value plus, in the SamSon international PlC annual report 2013/14 85 nOtes to the Financial statements (contd...) case of assets not at fair value through profit or loss, comprehensive income in the available-for-sale reserve directly attributable transaction costs. Purchases or sales until the investment is derecognised, at which time the of financial assets that require delivery of assets within cumulative gain or loss is recognised in other operating a time frame established by regulation or convention in income, or determined to be impaired, at which time the market place (regular way trades) are recognised on the cumulative loss is reclassified to the statement of the trade date, i.e., the date that the company commits comprehensive income in finance costs and removed to purchase or sell the asset. from the available-for-sale reserve. Interest income on available-for-sale debt securities is calculated using the The company’s financial assets include cash and short effective interest method and is recognised in profit or term deposits, trade and other receivables, loans and loss. other receivables and other financial assets. The Company evaluates its available-for-sale financial 3.3.1.2. Subsequent Measurement assets to determine whether the ability and intention The subsequent measurement of financial assets tosellthemintheneartermisstillappropriate.When dependsontheirclassificationasfollows: the Company is unable to trade these financial assets due to inactive markets and management’s intention Financial assets at fair value through profit and to do so significantly changes in the foreseeable future, loss the Company may elect to reclassify these financial Financial assets at fair value through profit and loss assetsinrarecircumstances.Reclassificationtoloans include financial assets designated as such at fair value and receivables is permitted when the financial assets through profit or loss at initial recognition. Financial meet the definition of loans and receivables and the assets are classified as held for trading if they are Company has the intent and ability to hold these acquired for the purpose of selling in the near term. assets for the foreseeable future or until maturity. Subsequent to initial recognition, financial assets at Reclassificationtotheheld-to-maturitycategoryis fair value through profit loss are carried at fair value permitted only when the entity has the ability and in the statement of financial position with fair value intention to hold the financial asset accordingly. gainsorlossesrecognizedthroughtheStatementof For a financial asset reclassified out of the available-for Comprehensive Income. sale category, any previous gain or loss on that asset that has been recognised in equity is amortised to profit The company did not have any financial assets classified or loss over the remaining life of the investment using asfairvaluethroughprofitorlossasat31stMarch theEIR.Anydifferencebetweenthenewamortised 2014. cost and the expected cash flows is also amortised over theremaininglifeoftheassetusingtheEIR(Efective Available-for-Sale Financial Investments InterestRate).Iftheassetissubsequentlydetermined Available-for-sale financial investments include equity to be impaired, then the amount recorded in equity is and debt securities. Equity investments classified as reclassified to the statement of comprehensive income. available-for-sale are those, which are neither classified as held for trading nor designated at fair value through profit or loss. Debt securities in this category are those which are intended to be held for an indefinite period of time and which may be sold in response to needs for liquidity or in response to changes in the market conditions. After initial measurement, available-for-sale financial investments are subsequently measured at fair value with unrealised gains or losses recognised as other SamSon international PlC annual report 2013/14 86 Held-to-maturity Investments Non-derivativefinancialassetswithfixedor determinable payments and fixed maturities are classified as held-to-maturity when the Company has the positive intention and ability to hold them to maturity. After initial measurement, held-to-maturity investments are measured at amortised cost using the effective nOtes to the Financial statements (contd...) interest method, less impairment. Amortised cost is of the asset, but has transferred control of the calculated by taking into account any discount or asset. premium on acquisition and fees or costs that are an integralpartoftheEIR.TheEIRamortisationisincluded On derecognition of a financial asset, the difference in finance income in the statement of comprehensive between the carrying amount of the asset (or the income. The losses arising from impairment are carrying amount allocated to the portion of the asset recognised in the statement of comprehensive income transferred), and the sum of (i) the consideration in finance costs. received (including any new asset obtained less any new liability assumed) and (ii) cumulative gain or loss The company did not have any financial assets classified thathadbeenrecognizedinothercomprehensive asheldtomaturityinvestmentsasat31stMarch incomeisrecognizedinprofitorloss. 2014. 3.3.2. Impairment of Financial Assets Loans and Receivables The Company assesses at each reporting date whether Loans and receivables are non-derivative financial assets there is any objective evidence that a financial asset or with fixed or determinable payments that are not a group of financial assets is impaired. A financial asset quoted in an active market. After initial measurement, or a group of financial assets is deemed to be impaired such financial assets are subsequently measured at if, and only if, there is objective evidence of impairment amortised cost using the effective interest rate method as a result of one or more events that has occurred (EIR),lessimpairment.Amortisedcostiscalculated after the initial recognition of the asset (an incurred by taking into account any discount or premium on ‘loss event’) and that loss event has an impact on the acquisition and fees or costs that are an integral part of estimated future cash flows of the financial asset or the theEIR.TheEIRamortisationisincludedunderfinance group of financial assets that can be reliably estimated. income in the statement of comprehensive income. The losses arising from impairment are recognised in the statement of comprehensive income under finance costs. 3.3.3. Financial Liabilities 3.3.3.1. Initial Recognition and Measurement FinancialliabilitieswithinthescopeofLKAS39are classified as financial liabilities at fair value through 3.3.1.3. Derecognition A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets)isderecognisedwhen: • Therightstoreceivecashflowsfromtheassethave expired • TheCompanyhastransferreditsrightstoreceive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through arrangement; and either (a) The Company has transferred substantially all the risks and rewards of the asset, or (b) The Company has neither transferred nor retained substantially all the risks and rewards profit or loss, loans and borrowings, as appropriate. The Company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value plus, in the case of loans and borrowings, transaction costs that are directly attributable to the acquisition or issue of such financial liability. The company’s financial liabilities include trade and other payables, bank overdrafts, loans and borrowings, financial guarantee contracts, and derivative financial instruments. 3.3.3.2. Subsequent Measurement Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial SamSon international PlC annual report 2013/14 87 nOtes to the Financial statements (contd...) liabilities designated upon initial recognition at fair 3.4.2. Defined Contribution Plans – Employees’ value through profit or loss. Provident Fund and Employee Trust Fund Financial liabilities are classified as held for trading All employees who are eligible for Employees’ Provident if they are acquired for the purpose of selling in the Fund Contributions and Employees’ Trust Fund near term. This category includes derivative financial Contributions are covered by relevant contributions instruments entered into by the Company that are funds in line with the relevant statutes. Employer’s not designated as hedging instruments in hedge contributions to the defined contribution plans are relationshipsasdefinedbyLKAS39. recognizedasanexpenseinprofitorlosswhen Gains or losses on liabilities held for trading are incurred. recognised in the statement of comprehensive income. 3.5 Stated Capital The Company has not designated any financial Stated capital consists solely of ordinary share capital. liabilities upon initial recognition as fair value through Ordinary shares are classified as equity. profit or loss. Incremental costs directly attributable to the issue of Loans and Borrowings new shares are shown as a deduction, net of tax, in After initial recognition, interest bearing loans and equity from the proceeds. borrowings are subsequently measured at amortised cost using the effective interest rate method unless the 3.6 Provisions effect of discounting would be insignificant in which Aprovisionisrecognizedif,asaresultofapastevent case they are stated at cost. the Company has a present legal or constructive obligation that can be estimated reliably, and it is Amortised cost is calculated by taking into account probable that an outflow of economic benefit will be any discount or premium on acquisition and fees required to settle the obligation. orcoststhatareanintegralpartoftheEIR.The EIRamortisationisincludedinfinancecostsinthe 3.7. Statement of Comprehensive Income statement of comprehensive income. 3.7.1. Revenue 3.3.3.3 Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. 3.7.1.1. Revenue Recognition Revenueisrecognizedtotheextentthatitisprobable that the economic benefits will flow to the Company 3.4. Post Employment Benefits and the revenue and the associated costs incurred or tobeincurredcanbereliablymeasured.Revenueis 3.4.1. Defined Benefit Plan measured at the fair value of the consideration received Defined benefit plans are post-employment benefit or receivable, net of trade discounts and sales taxes, plans other than defined contribution plans. The and after eliminating sales within the Company. The liabilityrecognizedinthestatementoffinancial following specific criteria are used for the purpose of position in respect of defined benefit plan is the present recognition of revenue. value of the defined benefit obligation at he reporting date. The defined benefit obligation is calculated using the“ProjectedUnitCreditMethod”. 3.7.1.1.1 Sale of Goods Revenuefromthesaleofgoodsisrecognizedwhenthe significant risks and rewards of ownership of the goods Pastservicecostsarerecognizedimmediatelyinthe profit or loss while the actuarial gains and losses are charged or credited to profit or loss in the period in which they arise. The liability is not externally funded. SamSon international PlC annual report 2013/14 88 have passed to the buyer, usually on delivery of the goods. nOtes to the Financial statements (contd...) 3.7.1.1.2. Other Income Interest Income 3.7.4. Taxation 3.7.4.1. Current Taxes For all financial instruments measured at amortised Current Income tax liabilities for the current and prior cost and interest bearing financial assets classified periods are measured at the amount expected to be as available-for-sale, interest income or expense is recovered from or paid to the Commissioner General recordedusingtheeffectiveinterestrate(EIR),which ofInlandRevenue.Thetaxratesandtaxlawsusedto is the rate that exactly discounts the estimated future compute the amount are those that are enacted or cash payments or receipts through the expected life substantively enacted by the reporting date. of the financial instrument or a shorter period, where The provision for income tax on Sri Lankan operation appropriate, to the net carrying amount of the financial is based on the elements of income and expenditures asset or liability. Interest income is included in finance reported in the Financial Statements and computed income in the statement of comprehensive income. with in accordance with the provisions of the Inland RevenueAct. 3.7.2. Expenditure Recognition The relevant details are disclosed in the respective notes 3.7.2.1. Operating Expenses to the Financial Statements. All expenses incurred in day to day operations of the business and in maintaining the property, plant and 3.7.4.2. Deferred Taxation equipment in a state of efficiency has been charged to Deferred taxation is provided, using the liability the statement of comprehensive income in arriving at method, on all temporary differences at the reporting the profit for the year. Provision has also been made date between the tax bases of assets and liabilities and for impairment of financial assets, slow moving stocks, their carrying amounts for financial reporting purposes. all known liabilities and depreciation on property, plant and equipment. 3.7.2.2. Borrowing Costs Borrowing costs directly attributable to acquisition, construction or production of assets that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that Company incurs in connection with the borrowing of funds. 3.7.3. Net Finance Income Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profitorloss,impairmentlossesrecognizedonfinancial assets, borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences andcarryforwardofunusedtaxlosses/creditscanbe utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when theassetisrealizedortheliabilityissettled,based on tax rates (and tax laws) that have been enacted or substantively enacted as at the reporting date. Deferred tax assets and deferred tax liabilities are offset if legally enforceable right exists to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same taxable entity and the same taxation authority. SamSon international PlC annual report 2013/14 89 nOtes to the Financial statements (contd...) 3.8. Related Party Transactions Sri Lanka Accounting Standard- SLFRS 9 ‘Financial Disclosure has been made in respect of the transactions Instruments’ in which one party has the ability to control or exercise The objective of this Accounting Standard is to significant influence over the financial and operating establish principles for the financial reporting of policies/decisionsoftheother,irrespectiveofwhethera financial assets and financial liabilities that will present price is being charged or not. relevant and useful information to users of financial The relevant details are disclosed in the respective notes statements for their assessment of the amounts, timing to the Financial Statements. and uncertainty of an entity’s future cash flows. AnentityshallapplythisSLFRStoallitemswithinthe 3.9. Cash Flow scopeofLKAS39‘FinancialInstruments:Recognition Interest received and dividends received are classified as andMeasurement’. investing cash flows, while dividend paid and interest 3.10. paid, is classified as financing cash flows for the The effective date of this Accounting Standard purpose of presentation of Statement of Cash Flows has been deferred as at the date of these financial whichhasbeenpreparedusingthe‘IndirectMethod’. statements. Earnings Per Share Sri Lanka Accounting Standard- SLFRS 13 ‘Fair Basic EPS is calculated by dividing the profit or loss Value measurement’ attributable to ordinary shareholders of the Company by the weighted average number of shares outstanding This Accounting Standard defines fair value, sets out in during the period. asingleSLFRSaframeworkformeasuringfairvalue; and requires disclosures abut fair value measurements. 3.11. Events Occurring after the Reporting Period Events after the reporting period are those events ThisSLFRSwillbecomeeffectivefrom01stJanuary favourable and unfavourable, that occur between 2014 and shall be applied prospectively as of the the end of the reporting period and the date when beginning of the annual period in which it is initially thefinancialstatementsareauthorizedforissue.The applied.TheDisclosurerequirementsofthisSLFRSneed materiality of the events occurring after the reporting not to be applied comparative information provided for period is considered and appropriate adjustments to or periodsbeforeinitialapplicationofthisSLFRS. disclosures are made in the Financial Statements, where necessary. In addition to the above, following standards will also be effective for annual periods commencing on or after 3.12. New Accounting Standards issued but not yet 01st January 2014. effective There are a number of new Accounting Standards, SLFRS10-ConsolidatedFinancialStatements amendments to standards, which have been issued butnotyeteffectiveasattheReportingdatehavenot SLFRS11-JointArrangements SLFRS12-DisclosureofInterestsinOtherEntities been applied in preparing these Financial Statements. Thecompanywilladoptthefollowingnew/revised The above three standards will impact the recognition, Accounting Standards which will be effective from 01st measurement and disclosures aspects currently April 2015. Accordingly these Accounting Standards containedinLKAS27-Consolidatedandseparate have not been applied in preparing these Financial financialstatements,LKAS28-Investmentsin Statements. associates,LKAS31-InterestinjointventuresandSIC12 and SIC 13 which are on consolidation of special SLFRS9-FinancialInstruments purpose entities(SPEs) and jointly controlled entities SLFRS13-FairValueMeasurement respectively. SamSon international PlC annual report 2013/14 90 nOtes to the Financial statements (contd...) Establishing a single control model that applies to brought about by changes in the factors mentioned. all entities including Special Purpose Entities and A reduction in the estimated useful lives of PPE would removal of the option to proportionate consolidation increase the recorded depreciation charge and decrease jointly controlled entities are the significant changes introducedunderSLFRS10andSLFRS11respectively. the PPE balance. 4.2 Estimated Useful lives of Intangible Assets SLFRS12,establishesasinglestandardondisclosures The Company reviews annually the estimated useful related to interests in other entities. This incorporates lives of intangible assets based on factors such as new disclosures as well as disclosures currently required business plan and strategies, expected level of usage underLKAS27,LKAS28andLKAS31. and future developments. Future results of operations could be materially affected by changes in these Based on the preliminary analysis performed, the above estimates brought about by changes in the factors Standards on adoption are not expected to have any mentioned. A reduction in the estimated useful lives material impact on the financial statements. of intangible assets would increase the recorded amortizationchargeanddecreasetheintableassets 3.13. Segment Reporting balance. Segment information is provided for for the different business segments of the company. Business 4.3 Defined Benefit Obligations segmentation has been determined based on the The present value of the gratuity obligations depends nature of goods provided by the company after on a number of factors that are determined on an considering the risks and rewards of each type of actuarial basis using a number of assumptions. The product. assumptions used in determining the net cost for gratuity include the discount rate. Any changes in 4. The activities of the segments are described in note 28 these assumptions will impact the carrying amount of to the financial statements. gratuity obligations. Critical Accounting Estimates, Assumptions and Judgments The Company determines the appropriate discount rate at the end of each year. This is the interest rate Estimates, assumptions and judgments are continually that should be used to determine the present value of evaluated and are based on historical experience estimated future cash outflows expected to be required and other factors, including expectations of future to settle the pension obligations. In determining the events that are believed to be reasonable under the appropriate discount rate, the Company considers circumstances. The Company makes estimates and the interest rates of government bonds that are assumptions concerning the future. The resulting denominated in the currency in which the benefits will accounting estimates will, by definition, seldom be paid and that have terms to maturity approximating equal the related actual results. The estimates and the terms of the related pension obligation. assumptions that have a significant risk of causing a material adjustment to the carrying amount of 4.4 Allowance for Doubtful Debts assets and liabilities within the next financial year are The Company assesses at the reporting date whether discussed below. there is objective evidence that trade receivables have been impaired. Impairment loss is calculated based on 4.1 Estimated Useful lives of Property, Plant and a review of the current status of existing receivables Equipment (PPE) and historical collections experience. Such provisions The Company reviews annually the estimated useful are adjusted periodically to reflect the actual and lives of PPE based on factors such as business plan anticipated impairment. and strategies, expected level of usage and future developments. Future results of operations could be materially affected by changes in these estimates SamSon international PlC annual report 2013/14 91 nOtes to the Financial statements (contd...) 5. FinancialRiskManagement Risk Exposure 5.1CreditRisk Risk exposure Mitigating actions Riskarisingfromdefaultofpayment.Higher a)Followingstringentassessment credit risk may adversely impact both liquidity procedures to ensure credit. and profitability. b) Developing and implementing Credit Policies. c) Obtaining bank guarantees, deposits, post dated cheques from local debtors and insurance cover for export debtors whenever there is a doubt about recovery. d) Closely monitoring the debtor balances and laying action plans accordingly. 5.2OperationalprocessRisk Internalprocessfailures,frauds, pilferages and breakdowns of internal controls a) Outsourceinternalaudittoareputed audit firm to review and report on the adequacy of the financial and operational controls to Audit CommitteeandManagingDirector. b) Systems and procedures are in place to ensure compliance with internal controls, which are monitored and reviewed for their continued efficiency and effectiveness. c) Provide focused and structured training to staff at all levels to familiarizethemwithprocessesand procedures. d) Carrying out mandatory preventive maintenance programmes. e) The Company sources its products and services from approved suppliers. SamSon international PlC annual report 2013/14 92 nOtes to the Financial statements (contd...) Risk Exposure 5.3 Financing and Interest rate risk Risk exposure Mitigating actions Inability to satisfy debt repayments and obtain the a) To have adequate facilities in best interest rates. obtaining USD loans and borrowings in foreign currency to bring down finance charges. b) Funding of long-term assets through equity and Long-term loans. c) To have adequate short-term borrowing facilities available at all times. d) Low gearing is maintained. 5.4 Foreign Exchange Depreciation of the rupee value and loss on a) Exchange rate movements are taken rateRisk exchangeinconversioninrelationtoexport intoconsiderationbefore proceeds,importpaymentsandforeigncurrency conversion&pricing. debt transactions. b) Practising effective hedging techniques. c) Continuous evaluation of the impact of Central Bank regulations. 5.5ProjectManagement Risks Newprojects/Capitalexpendituresinvolvehigh a) ConductaPESTELanalysis risksanduncertaintiesintermsofdelayand andfeasibilitystudybefore cost overruns. Failure of major projects will initiating the projects. affect profitability, capital structure and reputation. b) Board approval should be received for all investments. c) Post-evaluation of the projects is carried out for each investment. SamSon international PlC annual report 2013/14 93 nOtes to the Financial statements (contd...) FOR THE YEAR ENDED 31ST MARCH NOTES 2014 2013 Rs. Rs. 06. Revenue Saleofgoods 6.1 952,561,234 973,858,289 952,561,234 973,858,289 6.1 Sale of Goods ExportTurnover 613,250,076 656,041,490 LocalTurnover 339,311,158 317,816,799 952,561,234 973,858,289 331,681 1,166,071 07. OtherIncome Profitondisposalofproperty,plant&equipment Income from cultivation - Reversalofoverprovidedexpenses 11,290 Creditors’dueswrittenback 1,877,601 Reversalofinventoryimpairementprovision 61,747 5,259 - 577,993 2,282,319 1,749,323 514,837,534 569,154,015 8.1 131,108,188 112,128,990 08. ExpensesbyNature Costofpurchase Employee benefit expenses Otheroverheads 74,508,706 66,488,300 Depreciation 27,768,868 26,526,938 13,068,204 14,132,366 Export expenses Machinerymaintenance 14,514,517 8,495,804 Subcontractwages 11,552,748 7,829,757 Auditors remuneration - Assurance services 242,300 230,000 Auditorsremuneration-Non-Assuranceservices 40,600 35,200 Others 119,437,996 116,525,968 907,079,661 921,547,338 Total Cost of Purchase, Distribution and Administrative Expenses 8.1 Employee Benefit Expenses Director’semoluments 8,376,395 8,057,196 Bonus&otherallowances 1,437,254 1,252,102 Salaries,wages&overtime 111,288,432 92,508,653 Post employment benefit - gratuity EPF&ETF 692,826 1,918,399 9,313,281 8,392,640 131,108,188 SamSon international PlC annual report 2013/14 94 112,128,990 nOtes to the Financial statements (contd...) FOR THE YEAR ENDED 31ST MARCH NOTES 2014 2013 Rs. Rs. 9. NetFinanceIncome 9.1 Finance Income InterestIncome 3,086,413 726,762 ForeignExchangeGain 17,770,291 6,189,871 20,856,704 6,916,633 9.2 Finance Cost InterestExpensesOnBankBorrowing 2,342,302 4,765,096 OverdraftInterest 1,437,733 5,134,932 3,780,035 9,900,028 Net Finance Income 17,076,669 (2,983,395) 10.1 4,353,651 3,034,498 10 Income Tax Expenses Current Tax Expenses: Current tax on profit for the year (Over)/Underprovisioninpreviousyears 181,618 8,096 3,955,316 (7,481,140) 8,490,585 (4,438,546) 64,840,561 51,076,879 Deferred Tax Expenses: Originationandreversaloftemporarydifferences 17 Income Tax Expenses in Statement of Comprehensive Income 10.1 Reconciliation between Current Tax Expenses and the Accounting Profits Profit before tax Tax effectsof: –Totaldisallowableexpenses 36,796,434 38,189,332 –Totalallowableexpenses (49,550,123) (50,361,037) Taxable income from ordinary activities 52,086,872 38,905,174 (18,230,405) (13,616,811) 33,856,467 25,288,363 Tax loss claimed Taxable income Agricultural Income 10% Tax profitonexportsales 12% Interest income 28% Tax on profit for the year 3,844,619 526 3,033,972 509,032 - 4,353,651 3,034,498 SamSon international PlC annual report 2013/14 95 nOtes to the Financial statements (contd...) FOR THE YEAR ENDED 31ST MARCH NOTES 2014 2013 Rs. Rs. 11. Earnings per Share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares outstanding at year end. Amount Used as the Numerator Profitfortheyear 56,349,976 55,515,425 Profit attributable to equity holders of the company 56,349,976 55,515,425 3,847,974 3,847,974 3,847,974 3,847,974 Number of Ordinary Shares Used as the Denominator Weightedaveragenumberofordinarysharesinissue Weighted average number of ordinary shares for earnings per share Basic Earnings per Share (Rs.Cts) 14.64 14.43 12. Dividend paid during the year Amounts Used as Numerator Dividendpaid 7,695,948 7,695,948 3,847,974 3,847,974 Number of Ordinary Shares Used as the Denominator WeightedAverageNumberofOrdinarySharesinIssue Dividend per Share (Rs. Cts.) SamSon international PlC annual report 2013/14 96 2.00 2.00 nOtes to the Financial statements (contd...) 13. Property, Plant and Equipment COST/VALUATION As At 01.04.2013 Additions Disposals As At 31.03.2014 Rs. Rs. Rs. Rs. 3,190,105 - - 3,190,105 90,594,322 - - 90,594,322 125,031 - - 125,031 Freehold assets Freehold land Buildings Storage tank Plantandmachinery 233,231,837 20,320,526 (228,000) 253,324,363 Machineaccessories 117,145,471 3,270,733 (300,000) 120,116,204 Furnitureandfittings 1,471,790 Office equipment 13,952,118 Motorvehicles 3,282,668 Sundryassets 11,535,367 Wastewatertreatmentplant-WIP Total - 474,528,708 - - 1,471,790 - 14,290,601 - 3,282,668 396,959 - 11,932,326 1,530,000 - 1,530,000 338,483 - 25,856,701 (528,000) 499,857,410 - - DEPRECIATION Freehold assets Freehold land Buildings Storage tank 39,159,991 125,031 4,726,349 - - 43,886,340 - 125,031 Plantandmachinery 161,726,941 13,804,163 (201,401) 175,329,703 Machineaccessories 77,412,056 7,151,674 (8,280) 84,555,450 Furnitureandfittings 599,285 Office equipment 9,431,185 Motorvehicles 2,857,669 Sundryassets 8,767,430 Wastewatertreatmentplant-WIP Total - 300,079,588 111,550 1,038,460 - 710,835 - 10,469,645 199,558 - 3,057,227 737,114 - 9,504,544 - - - 27,768,868 (209,681) 327,638,775 WRITTEN DOWN VALUE Freehold assets Freehold land Buildings Storage tank 3,190,105 - - 3,190,105 51,434,331 - - 46,707,982 - - - - Plantandmachinery 71,504,896 - - 77,994,660 Machineaccessories 39,733,415 - - 35,560,754 Furnitureandfittings 872,505 - - 760,955 - - 3,820,956 424,999 - - 225,441 2,767,937 - - 2,427,782 - - 1,530,000 - - 172,218,635 Office equipment Motorvehicles Sundryassets Wastewatertreatmentplant-WIP Total 4,520,933 - 174,449,120 SamSon international PlC annual report 2013/14 97 nOtes to the Financial statements (contd...) 13 (a) Fully Depreciated Property, Plant and Equipment A class-wise analysis of the initial cost of fully depreciated property, plant and equipment of the company which are still in use as at reporting date is as follows, As at 31.03.2014 Rs. Furniture&Fittings 410,828 MotorVehicle 2,432,668 OfficeEquipment 7,500,096 Plant&Machinery 101,298,352 Sundry Assets 5,248,051 Tools&Accessories 49,173,275 Total 166,063,270 (b) Temporarily idle property, plant and equipment There were no property, plant and equipment idle from active use as at the reporting date. (c) Property, plant and equipment retired from active use There were no property, plant and equipment retired from active use as at the reporting date. (d) Title restriction of property, plant and equipment There were no restrictions on the title of property, plant and equipment as at the reporting date. (e) Land holdings and Investment properties ThevalueofofficeandfactorysituatedatAkuressaRoad,Bogahagoda,Angulugaha,Gallewasvaluedbyindependent incorporatedvalueratavalueofRs.132mnasat29thAugust2009andthefactoryatNo:57B,IndustrialProcessingZone, Nagoda,Kalutharawaspurchasedin2009/2010atthemarketvalueofRs.18,000,000/. Location Address No. of Buildings Extent of land Extent of Building Galle Factory AkuressaRoad, 10Buildings 7Acres2Roods& 94,900Sqft Bogahagoda,Galle. 17Perches Kalutara Factory No.57/B,Fullerton 03Buildings 120Perches 5,990Sqft IndustrialZone, Nagoda,Kalutara. SamSon international PlC annual report 2013/14 98 nOtes to the Financial statements (contd...) 31.03.2014 31.03.2013 Rs. Rs. 14. Intangible Assets Cost Asat1April 12,786,626 Additions - As at 31 March 12,786,626 - 12,786,626 12,786,626 Amortisation Asat1April 3,835,984 2,557,322 Chargefortheyear 6,393,310 1,278,662 As at 31 March 10,229,294 3,835,984 Net book value 2,557,332 8,950,642 Thecompanyhaschangeditsestimateregardingtheamortizationperiodofintangibleassetas5yearsinsteadofpreviousestimate of10yearsduringtheyear2013/14. 15. Available for Sale Financial Assets Quoted Debentures No of Debentures Market Price Market Value As at 31.03.2014 Market Value As at 31.03.2013 Rs. Rs. Rs. 1,000 10,000,000 - Hayleys Plc 10,000 NationalDevelopmentBankPlc 50,200 100 5,020,000 - HattonNationalBankPlc 63,343 100 6,334,300 - Total 21,354,300 16. Other Financial Assets Investment in treasury bills 10,000,000 - Investment in fixed deposits 19,000,000 - Total 29,000,000 - 17. DeferredIncomeTax AssetsandLiabilities 17.1 - Deferred tax assets Balanceatthebeginningoftheyear 6,855,791 1,952,274 Recognisedinprofit&loss (1,880,604) 4,903,517 Balance at the end of the year 4,975,187 6,855,791 17.2 - Deferred tax liabilities Balanceatthebeginningoftheyear 8,831,062 11,408,687 Recognisedinprofit&loss 2,074,712 (2,577,625) Balance at the end of the year 10,905,774 8,831,062 Net Deferred tax liabilities 5,930,587 1,975,271 SamSon international PlC annual report 2013/14 99 nOtes to the Financial statements (contd...) 17.3 - Recognised Deferred Tax Assets and Liabilities As at 31.03.2014 31.03.2013 Assets Liabilities Assets Liabilities Rs. Rs. Rs. Rs. Property,plant&equipment - 10,905,774 Definedbenefitobligation 1,945,571 - 1,743,313 - Tax loss 3,029,616 - 5,112,478 - Total 4,975,187 10,905,774 As at NOTES - 6,855,791 8,831,062 8,831,062 31.03.2014 31.03.2013 Rs. Rs. 18. Inventories Rawmaterials 31,561,702 34,115,020 Work-in-progress 33,428,845 24,350,790 Finishedgoods 52,028,190 79,070,920 Packingmaterials 9,539,574 7,510,831 (1,261,899) (1,261,899) Provision for inventory 125,296,412 143,785,662 18,913,852 24,379,603 19 TradeandOtherReceivables Current Tradereceivables-Local Tradereceivables-Foreign Tradereceivables-Relatedparties Less:Provisionforimpairmentoftradereceivables 146,678,834 158,609,434 19.1 41,509,219 24,100,175 (2,075,014) (2,136,761) 205,026,891 204,952,451 Trade receivables - net Otherreceivables 2,129,055 797,567 Depositsandprepayments 4,694,006 4,197,185 Advances 5,167,139 3,967,544 VATReceivable 12,108,759 12,145,133 Otherreceivables 24,098,959 21,107,430 Total 229,125,850 226,059,880 40,066,078 21,067,803 19.1 - Trade Receivables - Related parties D.SamsonIndustries(Pvt)Ltd. SamsonRubberIndustries(Pvt)Ltd. Samson Engineers (Pvt) Ltd. - 18,565 99,491 38,621 SamsonTrading(Pvt)Ltd. 705,152 341,655 SamsonReclaimRubbersLtd. 152,957 178,694 SamsonRubberProducts(Pvt)Ltd. 34,212 2,195,971 SamsonRajarataTiles(Pvt)Ltd 107,935 - DSIWelfareshop Samson Compounds (Pvt) Ltd. DSamson&Sons(Pvt)Ltd. Samson Group Corporate Services (Pvt) Ltd. SamSon international PlC annual report 2013/14 100 - 206,468 238,241 44,057 12,000 92,869 8,625 41,509,219 24,100,175 nOtes to the Financial statements (contd...) Movementsonthecompanyprovisionforimpairmentoftradereceivablesisasfollows: 31.03.2014 Rs. Asat1April 2,136,761 Provision/(Reversal)forreceivablesimpairment (61,747) As at 31 March 2,075,014 The creation and release of provision for impaired receivables have been included in ‘operating expenses’ and ‘other income’ inthestatementofcomprehensiveincome(Note08and07respectively).Amountschargedtotheallowanceaccountare generally written off, when there is no expectation of recovering additional cash. The other classes within trade and other receivables do not contain impaired assets. As at 31.03.2014 31.03.2013 Rs. Rs. Trade and other receivables excluding prepayments, statutory payments and advances 205,026,891 204,952,451 Cashandcashequivalents 20 60,880,788 19,755,466 265,907,679 224,707,917 NOTES 19.2 Analysis of Financial Instruments Financial instruments by category Loans and receivables Financial liabilities at amortised cost Trade and other payables (Excluding statutory liabilities) 23 145,410,992 105,640,551 Borrowings 24 32,843,058 60,804,330 178,254,050 166,444,881 19.3 Exposure to Credit Risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the endofthereportingperiodwasasfollows: Trade and other receivables 205,026,891 204,952,451 205,026,891 204,952,451 The maximum exposure to credit risk for trade receivables at the end of the reporting periodbytypeofcounterpartyisasfollows: Tradereceivablesfromrelatedparties 41,509,219 24,100,175 Tradereceivables-others 163,517,672 180,852,275 205,026,891 204,952,450 Amounts due from related companies were given on normal credit terms. SamSon international PlC annual report 2013/14 101 nOtes to the Financial statements (contd...) As at 31.03.2014 31.03.2013 Rs. Rs. NOTES 20. Cash and Cash Equivalents Favourable Cash and Cash Equivalent Balances Bankbalances 60,457,996 19,346,511 Cashonhand 422,792 408,955 60,880,788 19,755,466 3,180,335 15,518,523 3,180,335 15,518,523 57,700,453 4,236,943 3,847,974NumberofOrdinarySharesinIssuewithnoparvalue 105,752,241 105,752,241 105,752,241 105,752,241 14,528,107 9,906,020 1,598,092 1,544,630 Unfavourable Cash and Cash Equivalent Balances Bank Overdrafts Cash and cash equivalents for the purpose of cash flow statement The company held cash and cash equivalents with reputed commercial banks. 21. Stated Capital Issued and fully paid 22. RetirementBenefitObligation Movement in the Present Value of Defined Benefit Obligation Balanceasatthebeginningoftheyear Current Service Cost InterestCost 1,813,027 990,602 Actuarial(gain)/lossonobligation (1,871,505) 5,138,366 BenefitPaid (937,855) (3,051,511) Balance as at the end of the year 15,129,866 14,528,107 31.03.2014 31.03.2013 10% 10% 11% 11% 4% to 42% 5% Actuarial assumptions: Salary Incremental rate RateofDiscount Staff turnover rate ProvisionhasbeenmadeforretirementgratuitiesinconformitywithLKAS19-EmployeeBenefits. 111,330,980 72,071,865 Trade Creditors - Other 18,038,360 10,812,096 Sundry Creditors Including Accrued Expenses 15,055,030 15,952,238 23. Trade and Other Payables TradeCreditors-RelatedCompanies 23.1 VATPayable 186,886 1,363,366 NBTPayable 90,142 1,036,657 AdvancesReceived 986,622 6,804,352 145,688,020 108,040,574 SamSon international PlC annual report 2013/14 102 nOtes to the Financial statements (contd...) As at 31.03.2014 31.03.2013 NOTES Rs. Rs. D.SamsonIndustries(Pvt)Ltd. 1,362,735 142,661 SamsonRubberIndustries(Pvt)Ltd. SamsonEngineers(Pvt)Ltd. 25,093 207,473 SamsonReclaimRubbersLtd. 385,450 243,246 SamsonRubberProducts(Pvt)Ltd. 3,201,908 3,729,279 23.1 Trade Creditors - Related Companies - Samson Group Corporate Services (Pvt) Ltd. 40,000 - 505,669 SamsonCompounds(Pvt)Ltd. 106,088,889 66,774,430 DSIWelfareShop 23,150 39,880 MountSpringWater(Pvt)Ltd. 4,608 1,382 SamsonInformationTechnologies(Pvt)Ltd. 68,512 32,307 DSamson&Sons(Pvt)Ltd 170,635 40,888 Samson Bikes (Pvt) Ltd - 111,330,980 314,650 72,071,865 24. Borrowings Current Bank borrowings - Overdrafts -ShortTermBorrowings 3,180,335 15,518,523 29,662,723 45,285,807 32,843,058 60,804,330 24.1 - Securities for the above facilities are as follows: Nature of Asset Nature of the Bank/Institution Securities Loan Facility Inventory Overdraft HattonNationalBankPLC FinishedGoodStocks&Debtors ConfirmedOrderConfirmation TermLoan HattonNationalBankPLC ConfirmedOrderConfirmation Inventory Overdraft SeylanBankPLC FinishedGoodStocks&Debtors Inventory Overdraft BankOfCeylon-Galle RawMaterialStocks Inventory Overdraft BankOfCeylon-Cop. RawMaterialStocks Financialassets Overdraft DFCCVardhanaBankPLC Treasurybills As at NOTES 31.03.2014 31.03.2013 Rs. Rs. 24.2 - Short Term Borrowings Balanceatthebeginningoftheyear 45,285,807 12,613,000 Obtainedduringtheyear 161,650,914 160,977,140 Repaymentsduringtheyear (177,273,998) (128,304,333) Balanceattheendoftheyear 29,662,723 45,285,807 SamSon international PlC annual report 2013/14 103 nOtes to the Financial statements (contd...) 25. Commitments and Contingencies There were no commitments and contingencies existing as at the reporting date. 26. EventsOccurringaftertheReportingDate Nocircumstanceshavearisen,sincereportingdate,whichwouldrequireadjustmentsto,ordisclosure,inthefinancial statements. 27. RelatedPartyDisclosures Detailsofsignificantrelatedpartydisclosuresareasfollows: 27.1 Key Management Personnel of the Company TheKeyManagementpersonnel(KMP)comprisethemembersofitsBoardofDirectors.Directors’sremunerationforthe financialyearendedMarch31,2014isgiveninNote8.1totheFinancialStaements. Dr.D.S.Rajapaksa Mr.D.K.Rajapaksa Mr.D.R.Rajapaksa Mr.D.M.Rajapaksa Mr.C.Cumaranatunge Mr.G.H.A.Wimalasena Mr.T.K.Bandaranayake Mr.B.L.P.Jayawardena Mr.D.G.P.S.Abeygunawardana 27.2.1 Transactions with Key Management Personnel of the Company KeyManagementPersonnelCompensation 2014 2013 Rs. Rs. Short-termemployeebenefits 8,376,395 8,057,196 8,376,395 8,057,196 27.2.2 Other Transaction with Key Management Personnel Mr.CCumaranatungeadirectorofthecompanyisalsoChairman/ManagingDirectorofM/sSangerGMBHandGumitex Productions-UNDtowhichcompany’ssalesamountingtoRs.470,229,315/-hasbeenmadeduringtheyearasspecified below. Other Transaction with Key Management Personnel - For the year ended 31.03.2014 Rs. ToSANGERGMBH 140,809,810 ToGUMMITEXGMBH 329,419,505 470,229,315 SamSon international PlC annual report 2013/14 104 nOtes to the Financial statements (contd...) 27.3 Directors Interest In Contracts with the Company NoneoftheDirectorsoftheCompanyhadanydirectorindirectinterestsinanyexistingorproposedcontractswiththe Companyotherthanthosestatedbelow: The directors of the company are also the directors of following companies. 27.3.1 Mr.D.S.RAJAPAKSAwhoisaDirectorofthecompanyisalsoholdingdirectorshipsinthefollowingcompanies within the Group. Name of Company Relationship D. Samson Industries (Pvt) Ltd. Director DSamson&Sons(Pvt)Ltd. Director SamsonReclaimRubbersLtd. Director Samson Trading Company (Pvt) Ltd. Director 27.3.2 Mr.D.KRAJAPAKSAwhoisaDirectorofthecompany’sisalsoholdingdirectorshipsinthefollowingcompanies within the Group. Name of Company D. Samson Industries (Pvt) Ltd. Relationship Director Samson Compounds (Pvt) Ltd. Director DSamson&Sons(Pvt)Ltd. Director SamsonRubberIndustries(Pvt)Ltd. Director SamsonRubberProducts(Pvt)Ltd. Director SamsonReclaimRubbersLtd. Director Samson Group Corporate Services (Pvt) Ltd. Director Samson Information Technologies (Pvt) Ltd. Director MountSpringWater(Pvt)Ltd. Director SamsonManufacturers(Pvt)ltd. Director 27.3.3 Mr.D.R.RAJAPAKSAwhoisaDirectorofthecompanyisalsoholdingdirectorshipsinthefollowingcompanies within the Group. Name of Company Relationship D. Samson Industries (Pvt) Ltd. Director Samson Compounds (Pvt) Ltd. Director Samson Engineers (Pvt) Ltd. Director SamsonRubberIndustries(Pvt)Ltd. Director SamsonRubberProducts(Pvt)Ltd. Director SamsonReclaimRubbersLtd. Director Samson Group Corporate Services (Pvt) Ltd Director MountSpringWater(Pvt)Ltd. Director SamSon international PlC annual report 2013/14 105 nOtes to the Financial statements (contd...) 27.3.4 Mr.D.M.RAJAPAKSAwhoisaDirectorofthecompanyisalsoholdingdirectorshipsinthefollowingcompanies within the Group. Name of Company Relationship D. Samson Industries (Pvt) Ltd. Director Samson Compounds (Pvt) Ltd. Director SamsonRubberIndustries(Pvt)Ltd. Director SamsonRubberProducts(Pvt)Ltd. Director Samson Group Corporate Services (Pvt) Ltd Director SamsonManufacturers(Pvt)ltd. Director 27.3.5 Mr.B.L.P.JAYAWARDANAwhoisaDirectorofthecompanyisalsoholdingdirectorshipsinthefollowingcompanies within the Group. Name of Company Relationship Samson Group Corporate Services (Pvt) Ltd Director SamtessiBrushManufacturers(Pvt)Ltd Director 27.4 The company has entered into transactions during the year with following companies in which some of the directors of the company is also directors of the said company. Name of Company 2014 Sales Purchases Sales Purchases Rs. Rs. Rs. Rs. D.SamsonIndustries(Pvt)Ltd. DSamson&Sons(Pvt)Ltd SamsonRubberIndustries(Pvt)Ltd SamsonTradingCompany(Pvt)Ltd. SamtessiBrushManufacturers(Pvt)Ltd SamsonCompounds(Pvt)Ltd. SamsonEngineers(Pvt)Ltd SamsonReclaimRubbersLtd. SamsonSportswear(Pvt)Ltd - Samson Group Corporate Services (Pvt) Ltd. - SamsonManufactures(Pvt)Ltd SamsonRubberProducts(Pvt)Ltd MountSpringWater(Pvt)Ltd SamsonInformationTechnologies(Pvt)Ltd. 2013 198,616,507 827,792 186,391,439 627,679 418,905 2,166,466 27,917 1,838,602 47,812 40,000 45,624 242,171 3,555,015 97,150 5,221,160 - 2,495 - - - 8,338,388 478,774,619 2,974,762 555,733,842 610,090 1,036,385 391,992 3,765,537 1,190,620 4,515,049 1,795,564 4,401,200 10,626,375 9,600.00 102,528 - 3,451,836 3,384,551 13,741.00 - 15,284,699 12,270,369 14,812,531 - 14,613 27,157 10,053 - 501,990 11,020,492 - - - 27.5 OutstandingamountsduefromrelatedpartiesandduetorelatedpartiesaredisclosedinNote19.1&23.1 respectively. SamSon international PlC annual report 2013/14 106 571,308 SegmentalExpense OperatingProfit/(Loss) Africa Asia Total Australia&NewZealand America Europe 28.2 Geographical Segment OtherIncome Profit/(Loss)onFixedAssetDisposal LocalSales ExportSales 28.1Business Segment 208,861 11,178 - - 35,645 162,038 9,492 (200,558) 210,050 472 82 209,496 635 208,861 212,328 19,004 - - - 193,324 12,469 (201,821) 214,290 328 291 213,671 1,343 212,328 Rs.’000 Rs.’000 284,583 - - - - 284,583 30,348 (256,869) 287,217 472 81 286,664 2,081 284,583 Rs.’000 2014 2013 285,912 - - - - 285,912 30,530 (261,225) 291,755 214 291 291,250 5,338 285,912 Rs.’000 2013 Food Grade Items Medical Items 2014 28. SegmentOperatingResults 67,714 14,495 - 2,817 1,380 49,022 3,771 (105,064) 108,835 472 88 108,275 40,561 67,714 Rs.’000 2014 99,166 47,795 - 413 5,085 45,873 2,580 (136,291) 138,871 24 292 138,555 39,389 99,166 Rs.’000 2013 Household Items 52,092 - 5,247 - 2,659 44,186 4,153 (344,589) 348,742 535 81 348,126 296,034 52,092 Rs.’000 58,635 Rs.’000 2013 58,635 75 10,321 1,161 885 46,193 8,481 (322,209) 330,690 16 292 330,382 271,747 Others 2014 613,250 25,673 5,247 2,817 39,684 539,829 47,764 (907,080) 954,844 1,951 332 952,561 339,311 613,250 Rs.’000 2013 656,041 91,419 10,321 1,574 5,970 546,757 54,060 (921,546) 975,606 582 1,166 973,858 317,817 656,041 Rs.’000 Company 2014 nOtes to the Financial statements (contd...) SamSon international PlC annual report 2013/14 107 GlOBal reporting initiative (Gri) SamsoninternationalPlcvoluntarilyadoptedGlobalReportingInitiative(GRI)G4‘Inaccordance’coreGuidelinesduringthe financialyear2013/14asameasureofimprovingthestandardofaccountabilityandreportingonaccountability,Thesedetailsare given below. Strategy and Analysis G4-1 StatementfromtheChairman Page Chairman’sReview 3-6 Organization profile G4-3 Nameoftheorganization. SamsonInternationalPlc G4-4 Primarybrands,products,and/orservices. ManagementDiscussionandAnalysis-ourproducts 25-36 G4-5 Locationoforganization’sheadquarters. CorporateInformation 14-15 G4-6 Numberofcountrieswheretheorganization ManagementDiscussionandAnalysis- 42 operates, and names of countries with either Our Global Presence major operations or that are specifically relevant to the sustainability issues covered in the report. G4-7 Natureofownershipandlegalform. CorporateInformationandInvestorInformation 15,130 G4-8 Marketsserved(includinggeographic ManagementDiscussionandAnalysis- 42,107 breakdown,sectorsserved,andtypesof OurGlobalPresenceandNote28ofthe customers/beneficiaries). FinancialStatements G4-9 Scaleofthereportingorganization. CorporateInformationandInvestorInformation 15,127 G4-10 Totalworkforcebyemploymenttype, ManagementDiscussionandAnalysis-OurPeople 36 employment contract, and region, broken down by gender. G4-11 Percentage of employees covered by collective None bargaining G4-12 Organizationssupplychain Sustainability-Environment G4-13 Significantchangesduringthereportingperiod InvestorInformation regardingsizestructureandownership 121 127 Commitment to External Initiatives G4-14 Precautionaryprinciples RiskManagement 59-64 G4-15 Charters, principles or other initiatives Corporate Governance and Sustainability 53, 108 G4-16 Membershipsofassociation ManagementDiscussionandAnalysis- 50 MembershipandAssociations SamSon international PlC annual report 2013/14 122 GlOBal reporting initiative (Gri) (contd...) Identified Material Aspects and Boundaries Page G4-17 Operationalstructureoftheorganization. ExecutiveManagement 23 G4-18 Processfordefiningreportcontent. ManagementDiscussionandAnalysis, 24,83, Accounting Policies, Glossary of Financial Terms. 135 ManagementDiscussionandAnalysis, 24,83 G4-19 Materialaspectidentifiedforreportcontent. Accounting Policies. G4-20 Aspectboundaryforidentifiedmaterial ManagementDiscussionandAnalysis, 24,83 aspectswithintheorganization. AccountingPolicies. G4-21 Aspectboundaryforidentifiedmaterial Chairman’sReview,ManagementDiscussionand 3,24, aspectsoutsidetheorganization. Analysis,AccountingPolicies. 83 G4-22 Restatementsofinformationprovidedinthe None previous reports. G4-23 Significantchangesfrompreviousreporting AccountingPolicies,Chairman’sReview 83,3 periods in the scope and aspect boundaries. Stakeholder engagement G4-24 Listofstakeholdergroupsengagedbythe SustainabilityReport 109-119 organization. G4-25 Basisforidentificationandselectionof SustainabilityReport 109-119 SustainabilityReport 109-119 SustainabilityReport 109-119 stakeholders with whom to engage. G4-26 Approachestostakeholderengagement, including frequency of engagement by type and by stakeholder group. G4-27 Keytopicsandconcernsthathavebeen raised through stakeholder engagement. Report Profile G4-28 Reportingperiod Yearended31March2014. G4-29 Date of most recent previous report Quarterly Financials G4-30 Reportingcycle Annually G4-31 Contactpointforquestionsregardingthe Director/GeneralManager report or its contents. Samson International Plc, AkuressaRoad, 131 Bogahagoda, Galle. G4-32 CompliancewithGRIG4Guidelines,GRI Sustainabilityreport 108,24 ContentIndexandExternalAssuranceReport. andManagementDiscussionandAnalysis. G4-33 Policyandcurrentpracticewithregardto AuditReportandAuditCommitteeReport 77,72 seeking external assurance for the report. SamSon international PlC annual report 2013/14 123 GlOBal reporting initiative (Gri) (contd...) Governance G4-34 Page Governancestructureoftheorganization, ReportoftheBoardofDirectors 65-70 Our corporate vision ,mission, values and our aim. 2 50 including committees under the highest governance body responsible for decision-making on economic, environment and social impacts Ethics and integrity G4-56 The values, principles , standards and norms of behavior Specific Standard Disclosures Category: Economic Aspect Economic Performance G4-EC1 Directeconomicvaluegenerated,distributed ManagementDiscussionandAnalysis- andretained. StatementofValueAdded G4-EC2 Financialimplicationsandotherrisksand ManagementDiscussionandAnalysis opportunitiesfortheorganization’sactivities andRiskManagement 24,59 due to climate change. G4-EC3 Coverageoftheorganization’sdefined AccountingPoliciesandNotesto benefit plan obligations. Financial Statements Aspect Indirect Economic Impacts G4-EC8 Significant indirect economic impacts, Chairman’sReview , including the extent of impacts. Ten year Economic Summary 91 3, 132 Category: Environment Aspect Emissions G4-EN15 Directgreenhousegas(GHG)emissions(Scope1) ManagementDiscussionandAnalysis-Energy 47 G4-EN16 Energyindirectgreenhousegas(GHG) ManagementDiscussionandAnalysis-Energy 47 ManagementDiscussionandAnalysis-Energy 47 ManagementDiscussionandAnalysis-Energy 47 47 emissions(Scope 2) G4-EN17 Otherindirectgreenhousegas(GHG) emissions (Scope 3) G4-EN18 Greenhousegas(GHG)emissionsintensity Aspect EffluentsandWaste G4-EN23 Totalweightofwastebytypeand ManagementDiscussionandAnalysis- disposal method Production efficiencies and energy G4-EN29 Compliance None Monetaryvalueofsignificantfinesandtotal number of non-monetary sanctions for non-compliance with environmental laws and regulations. SamSon international PlC annual report 2013/14 124 108 GlOBal reporting initiative (Gri) (contd...) Category: Social Page Labor Practices and Decent Work Aspect Employment G4-LA1 Totalnumberandrateofnewemployeehires ManagementDiscussionandAnalysis-OurPeople 36-40 ManagementDiscussionandAnalysis-OurPeople 41 ManagementDiscussionandAnalysis-Legal 49 ManagementDiscussionandAnalysis-OurPeople 36 ManagementDiscussionandAnalysis-OurPeople 36 and employee turnover by age group gender and region. G4-LA2 Benefitsprovidedtofull-timeemployeesthat are not provided to temporary or part-time employees, by significant location of operation. Aspect Labour/ManagementRelations G4-LA4 Minimumnoticeperiodsregardingoperational changes, including whether these are specified in collective agreements. Aspect Occupational Health and Safety G4-LA5 Percentageoftotalworkforcerepresentedin formal joint management-worker health and safety committees that help monitor and advice on occupational health and safety programmes. G4-LA6 Typeofinjuryandratesofinjury,occupational disease, lost days and absenteeism, and total number of work-related fatalities, by region and by gender. Aspect Training and Education G4-LA9 Averagehoursoftrainingperyearperemployee ManagementDiscussionandAnalysis-OurPeople 36-40 by gender, and by employee category. Human Rights Aspect Investment G4-HR1 Totalnumberandpercentageofsignificant None investment agreements and contracts that include human rights clauses or that underwent human rights screening. Aspect Child Labour G4-HR5 Operationsandsuppliersidentifiedashaving ManagementDiscussionandAnalysis-Legal 49 significant risk for incidents of child labour and measures taken to contribute to the effective abolition of child labour. SamSon international PlC annual report 2013/14 125 GlOBal reporting initiative (Gri) (contd...) Society Page Aspect Anti-Corruption Risk Management G4-SO3 Totalnumberandpercentageofoperations None assessed for risks related to corruption and the significant risks identified. Aspect Compliance G4-SO8 Monetaryvalueofsignificantfinesandtotal None number of non-monetary sanctions for non-compliance with laws and regulations. Product Responsibility Aspect Product and Service Labelling G4-PR3 Typeofproductandserviceinformation requiredbytheorganization’sprocedures ManagementDiscussionandAnalysis-OurProducts for product and service information and labeling, and percentage of significant product and service categories subject to such information requirements. Aspect MarketingCommunications G4-PR7 Totalnumberofincidentsofnon-compliance None with regulations and voluntary codes concerning marketing communications, including advertising, promotion, and sponsorship by type of outcomes. Aspect Compliance G4-PR9 Monetaryvalueofsignificantfinesfor non-compliance with laws and regulations concerning the provision and use of products and services. SamSon international PlC annual report 2013/14 126 None 25-36 inVestOr information “The active participation of shareholders at the Annual General Meeting is encouraged. The Board believes the AGM is a means of continuing effective dialogue with shareholders. While valuing the patronage of all our shareholders, the Company has made every endeavours to ensure equitable treatment to all our shareholders irrespective of the number of shares they hold”. BoardofDirectorsatthelastAGM 1) General a) Statedcapital - Rs.105,752,241 b) No.ofShares - 3,847,974 c) Class of Shares - Ordinary Shares SamSon international PlC annual report 2013/14 127 inVestOr information (contd...) 2) Stock Exchange Listing The issued ordinary shares of Samson International Plc are listed on the Colombo Stock Exchange. The audited income statement fortheyearended31stMarch2014andtheauditedbalancesheetoftheCompanyasatthatdatehavebeensubmittedtothe Colombo Stock Exchange within the stipulated date. 3) Date of Listing The Company was listed on 24th July 1992. 4) MarketCapitalization ThemarketcapitalizationoftheCompanywhichisthenumberofordinarysharesissuedmultipliedbythemarketvalueofashare (attheyearend),wasRs.339.3mnat31stMarch2014(Rs.316.3mnasat31stMarch2013). 5) MarketValueoftheCompany’sOrdinaryShares Market Value per 2014 share Date 2013 Rs Date Change Rs Highest Price 105.00 16.01.2014 120.00 28.8.2012 (12.5%) LowestPrice 74.00 5.04.2013 62.00 13.6.2012 19% Closing 88.20 31.3.2014 82.20 31.3.2013 7.2% Share Price Rs. Rs. 160 140 120 100 80 60 40 20 0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 The share price of the company has increased five-fold during last ten years SamSon international PlC annual report 2013/14 128 inVestOr information (contd...) 6) Analysis of Shareholders based on number of shares asat31stMarch2014 No of Shares held No of % of Total % of total Shareholders Shareholders holding holding 1,023 90.9 121,652 3.2 1,001–10,000 88 7.8 244,041 6.4 10,001-100,000 9 0.8 304,427 7.9 100,001–1,000,000 3 0.3 932,106 24.2 1,000.000&Over 2 0.2 2,245,748 58.3 1,125 100 3,847,974 100.0 1-1,000 Total Analysis of Shareholders based on number of shares asat31stMarch2013 No of Shares held No of % of Total % of total Shareholders Shareholders holding holding 1,021 90.0 130,334 3.4 1,001–10,000 94 8.3 258,915 6.7 10,001-100,000 7 1.0 281,195 7.3 100,001–1,000,000 3 0.4 932,106 24.2 1,000.000&Over 2 0.3 2,245,424 58.3 1,127 100 3,847,974 100.0 1-1,000 Total 7) AnalysisofShareholderscategory-wiseasat31stMarch2014 Category No of % of Total % of Shareholders Shareholders holding total holding 1,081 96.4 621,922 16.2 Institutional-local 42 3.6 3,225,742 83.8 Individual - foreign 2 0.0 310 0 Institutional- foreign 0 0.0 0 0 1,125 100 3,847,974 100 Individual- Local Total AnalysisofShareholderscategory-wiseasat31stMarch2013 Category No of % of Total % of Shareholders Shareholders holding total holding 1,086 96.4 621,869 16.2 40 3.5 3,225,805 83.8 Individual - foreign 1 0.1 300 0 Institutional- foreign 0 0 0 0 1,127 100 3,847,974 100 Individual- Local Institutional-local Total SamSon international PlC annual report 2013/14 129 inVestOr information (contd...) 8) NoofShareTransctions TheNoofSharetransactionsfortheyearended31stMarch2014and2013are49,773and54,183respectively. 9) Public Holdings Asat31stMarch2014,thepublicheld43.04%(in2012/2013-13.91%)ofthesharesoftheCompany.Thissignificantdifference arose due to change in the interpretation of the definition of public holding by the Stock Exchange. 10) TwentyMajorShareholdersasat31stMarch2014 Shareholder No of Shares % No of Shares as at 31/3/2014 % as at 31/3/2013 1 DSI Samson Group ( Pvt) Ltd. 1,204,824 31.3 1,204,824 31.3 2 SeylanBankPLC/ThirugnanasambanderSenthilvel 1,040,924 27.0 1,040,600 27.0 3 D.SamsonIndustries(Pvt)Ltd. 548,758 14.2 548,758 14.2 4 D.Samson&Sons(Pvt)Ltd. 274,348 7.1 274,348 7.1 5 Dr.Thiruganansabander Senthilvel 109,000 2.8 109,000 2.8 6 SamsonRubberIndustries(Pvt)Ltd. 96,553 2.5 96,553 2.5 7 SangerGMBH 78,622 2.0 78,622 2.0 8 AbeysiriHemapalaMunasinghe 30,107 0.8 30,107 0.8 9 Mr.G.K.Piyasena 22,980 0.6 22,980 0.6 10 SamsonManufacturers(Pvt)Ltd. 22,154 0.6 22,154 0.6 11 Mr.H.Tanigawa 20,460 0.5 20,460 0.5 12 Mr.N.C.Pakianathan 12,538 0.3 9,304 0.3 13 Mrs.D.R.Wimalasena 10,694 0.3 - - 14 Mrs.D.W.Rathna - 10,796 0.3 15 Mr.D.R.Rajapaksa 10,319 0.3 10,319 0.3 16 WaldockMackenzieLtd./Hi-LineTrading(Pvt)Ltd. 10,000 0.3 10,000 0.3 17 Mr.D.K.Rajapaksa 9,931 0.3 9,931 0.3 18 Mr.T.S.Salim 9,400 0.3 9,900 0.3 18 Mr.D.M.Rajapaksa 9,295 0.2 9,295 0.2 19 Dr.D.S.Rajapaksa 7,156 0.2 7,156 0.2 20 WaldockMackenzieLtd./Hi-LineTowers(Pvt)Ltd. 7,100 0.2 7,100 0.2 3,535,163 91.8 3,532,207 91.8 312,811 8.2 315,767 8.2 3,847,974 100.0 3,847,974 100.0 Total Others Total Shareholdings of the Company SamSon international PlC annual report 2013/14 130 FOur-Quarter Financial summary INCOME STATEMENT For the 03 Months ended 30th June 2013 Rs. Un audited Continuing operations Revenue Export Local Total Revenue Cost of sales Gross profit Other Operating income Exchange gain / (Loss) Selling & Distribution Cost Administrative expenses Operating profit Finance costs Profit before income tax Income tax expense Profit after income tax 2012 Rs. Un audited For the 03 Months ended 30th September 2013 Rs. Unaudited 2012 Rs. Unaudited For the 03 Months ended 31st December 2013 Rs. Unaudited 2012 Rs. Unaudited For the 03 Months ended 31st March 2014 Rs. Unaudited 2013 Rs. Unaudited 105,693 69,072 174,765 (154,032) 20,733 142,276 97,292 239,568 (206,748) 32,820 114,249 89,504 203,753 (171,124) 32,629 152,224 83,010 235,234 (194,765) 40,469 186,011 88,814 274,825 (229,684) 45,141 166,399 66,132 232,531 (196,581) 35,950 207,162 84,961 292,123 (252,146) 39,977 195,144 72,717 267,861 (234,057) 33,804 255 4,818 (4,330) (15,521) 5,955 1,339 3,744 (8,211) (13,825) 15,867 721 6,059 (3,638) (16,019) 19,752 519 (885) (5,179) (15,500) 19,424 848 3,413 (7,174) (16,238) 25,990 226 2,660 (6,931) (15,608) 16,297 1,075 3,952 (7,147) (24,287) 13,570 (186) 549 (6,364) (18,975) 8,828 (1,596) 4,359 (921) 3,438 (2,322) 13,545 (644) 12,901 (974) 18,778 (2,035) 16,743 (3,017) 16,407 (2,598) 13,809 (1,115) 24,875 (3,105) 21,770 (2,456) 13,841 (1,491) 12,350 (1,244) 12,326 (2,193) 10,133 (1,810) 7,018 (528) 6,490 FINANCIAL POSITION As at 30th June 2013 2012 Rs. Rs. Un audited Un audited As at 30 th September 2013 2012 Rs. Rs. Unaudited Unaudited As at 31 st December 2013 2012 Rs. Rs. Unaudited Unaudited As at 31 st March 2014 2013 Rs. Rs. Unaudited Unaudited Assets Non-current assets Property Plant & Equipment Investments in Others Intangible assets Deferred Tax Assets Current assets Inventories Trade & other receivables Due from related companies Income tax refund due Cash and cash equivalents Total Assets Equity and liabilities Stated capital General reserves Retained earnings Total equity Liabilities Non-current liabilites Deferred Tax Liabilities Retirement benefit obligations Current liabilities Trade and other payables Short term borrowings Bank overdrafts Total liabilities Total equity and liabilities 168,440 16,335 8,631 7,631 201,037 176,150 9,910 186,060 164,759 16,335 8,312 8,405 197,811 175,539 9,590 185,129 163,090 31,354 7,992 5,290 207,726 175,566 9,271 184,837 172,215 31,354 5,290 208,859 174,449 8,951 6,856 190,256 138,669 172,759 13,066 44,084 368,578 569,615 149,125 216,019 15,472 30,703 411,319 597,379 160,453 172,727 11,382 48,230 392,792 590,603 134,418 196,708 13,331 35,891 380,348 565,477 168,342 212,117 9,663 51,203 441,325 649,051 160,789 192,170 12,475 42,589 408,023 592,860 125,502 221,728 9,663 79,934 436,827 645,686 144,174 224,308 13,252 19,755 401,489 591,745 105,753 110,000 188,590 404,343 105,753 110,000 155,352 371,105 105,753 110,000 197,637 413,390 105,753 110,000 161,252 377,005 105,752 110,000 219,408 435,160 105,752 110,000 173,604 389,356 105,752 110,000 231,388 447,140 105,752 110,000 185,152 400,904 10,339 14,635 24,974 9,277 9,629 18,906 11,466 15,569 27,035 9,734 10,055 19,789 9,737 16,128 25,865 10,368 8,818 19,186 9,737 16,953 26,690 8,831 14,528 23,359 98,427 21,243 20,628 140,298 165,272 569,615 114,245 32,911 60,212 207,368 226,274 597,379 93,468 39,013 17,697 150,178 177,213 590,603 87,629 40,123 40,931 168,683 188,472 565,477 115,722 48,034 24,270 188,026 213,891 649,051 147,645 12,996 23,677 184,318 203,504 592,860 139,347 29,328 3,181 171,856 198,546 645,686 106,678 45,285 15,519 167,482 190,841 591,745 SamSon international PlC annual report 2013/14 131 ten - year economic summary Economic Indicators 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 5.4 2,091.0 20.7 8.6 107.4 1,030.0 6.2 2,453.0 24.4 20.5 124.7 1,241.0 7.7 2,939.0 28.3 14.5 147.8 1,421.0 6.8 3,578.0 32.3 13.8 178.8 1,617.0 6.0 4,411.0 40.7 24.6 218.2 2,014.0 3.5 4,835.0 42.1 2.1 236.4 2,057.0 8.0 5,604.0 49.6 16.7 271.3 2,400.0 8.2 6,543.0 59.2 18.3 313.6 2,836.0 6.3 7,579.0 59.4 3.0 372.8 2,922.0 7.3 8,674.0 67.2 12.0 423.5 3,280.0 -7.5 -7 -7 -6.9 -7 -9.9 -8 -6.9 -6.5 -5.9 GDP Indicators GDP growth GDP (current prices) GDP (current prices) GDP per capita (USD) Growth GDP per capita (market prices) GDP per capita (market prices) Per cent Rs. billion USD billion Per cent Rs (000) USD Fiscal policy Indicators Budget deficit Per cent of GDP Monetory policy Indicators 12 month T-Bill yield (year-end) Prime lending rate (year-end) M2b money supply growth Per cent Per cent Per cent 7.7 10.2 19.6 10.4 12.2 19.1 13 15.2 17.8 20 18.0 16.6 19.1 18.5 8.5 9.3 10.9 18.6 7.6 9.3 15.8 9.3 10.8 19.1 11.7 14.4 17.6 8.3 10.1 16.7 Other Economic Indicators Inflation annual average (CCPI 2006/07=100) Unemployment rate All share index (year-end) Population Per cent Per cent Points Million 8.3 1507 19.5 7.2 1922 19.7 6.5 2722 19.9 6 2541 20 5.4 1503 20.2 3.5 5.8 3386 20.5 6.2 4.9 6636 20.7 6.7 4.2 6074 20.9 7.6 4 5643 20.3 6.9 4.4 5913 20.5 External Sector Indicators Exports USD Imports USD Balance of payments Current account balance Current account % of GDP billion billion Per cent of GDP USD billion Per cent 5.8 8.0 (1.0) (0.6) (3.1) 6.3 8.9 2.1 (0.7) (2.7) 6.7 10.3 0.7 (1.5) (5.3) 7.7 11.3 1.6 (1.4) (4.2) 8.1 14.1 (3.5) (1.4) (9.5) 7.1 10.2 6.5 (0.2) (0.5) 8.6 13.5 1.9 (1.1) (2.2) 10.6 20.3 (1.9) (4.6) (7.8) 9.8 19.2 0.3 (4.0) (6.7) 10.4 18.0 1.5 (2.6) (3.9) 100.5 125.1 0.9 2.3 104.0 130.6 0.9 2.3 110.6 151.6 0.9 2.7 108.3 159.3 1.1 2.5 114.9 160.2 1.2 2.4 113.1 150.1 1.3 2.5 110.6 153.9 1.4 2.4 127.6 164.0 1.6 2.4 129.1 171.5 1.3 2.2 4.8 -0.7 3.4 6.4 -2.1 6.1 -1.6 -2.2 15.4 1.2 94.7 115.0 1,064.0 104.4 116.0 1,144.0 109.2 120.0 1,128.0 117.6 120.0 1,261.0 129.2 122.0 1,382.0 136.9 124.0 1,437.0 152.9 126.0 1,561.0 158.2 129.0 1,566.0 152.0 131.0 1,459.0 130.4 132.0 1,219.0 127.2 127.3 141.0 148.0 202.2 204.7 234.2 234.5 269.5 278.4 211.7 202.3 403.0 377.5 508.8 535.4 416.6 420.7 376.9 389.8 ForiegnCurrency Indicators Exchange rate (annual average) Exchange rate change_ USD (annual average) Rs/USD Rs/Euro Rs/Yen Rs/INR Per cent Rubber Sector Information Production Total extent Yield Average price Colombo Auction Export (f.o.b) kg mn hectares ‘000 kg/hectare Rs/kg Rs/kg SamSon international PlC annual report 2013/14 132 ten - year Financial summary Year Ended 31st March Income statement : Turnover ProfitBeforeTaxation Taxation Profit After Taxation Balance Sheet : Capital And Reserves Statedcapital CapitalReserves RevenueReserves Shareholders funds Non Current Liabilities InterestBearingBorrowings DeferredTax RetirementBenefitObligation Total Equity & Non Current Liabilities 2013/14 2012/13 2011/12 2010/11 2009/10 2008/09 2007/08 2006/07 2005/06 2004/05 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 Rs.’000 952,561 973,858 64,841 51,077 (8,491) 4,438 56,349 55,515 961,489 716,102 588,207 620,518 698,876 638,458 462,687 455,814 19,123 (55,980) (7,608) 14,533 70,012 63,424 25,605 45,692 696 (229) (663) (5,757) (9,776) (13,297) (6,235) (7,779) 19,820 (56,209) (8,271) 8,775 60,295 50,127 19,370 37,913 105,752 110,000 233,806 449,558 105,752 110,000 185,152 400,904 105,752 105,752 105,752 105,752 105,752 38,480 38,480 32,983 110,000 10,000 10,000 10,000 10,000 67,272 67,272 47,483 137,332 223,893 280,102 288,373 279,597 229,302 186,871 167,502 353,084 339,645 395,854 404,125 395,349 335,054 292,623 247,968 - - 10,906 8,831 15,130 14,528 475,594 424,263 - - 868 5,120 16,877 14,500 20,500 11,408 11,388 11,703 11,202 7,808 10,335 9,594 8,604 9,906 7,775 6,306 5,234 8,150 9,238 5,567 4,680 374,398 358,808 414,731 425,681 428,184 369,127 328,284 261,252 Assets Employed CurrentAssets 424,020 CurrentLiabilities (178,531) WorkingCapital 245,488 Property,Plant&Equipment 179,751 Investment 50,354 Long-Term Loans Share Issue Expenses Total Assets Less Current Liabilities 475,594 Financial Highlights : Operating Results NetProfit(%) AnnualSalesGrowth(%) ROCE(%) Financial Position QuickAssetsRatio(Times) FixedAssetTurnoverRatio(Times) Shareholder Information EarningsPerShare(Rs.) Dividends(Rs.‘000) DividendsRate(%) MarketPricePerShare(Rs.) PriceEarningsRatio(Times) NetAssetsPerShare(Rs.) 402,853 388,248 (168,845) (208,197) 234,008 180,051 190,255 194,347 424,263 374,398 388,205 (222,481) 165,724 193,084 358,808 476,617 (232,670) 243,947 170,784 414,731 481,125 (231,810) 249,315 176,366 404,557 421,581 (176,186) 245,395 182,789 395,350 343,385 (116,794) 226,591 142,436 100 335,054 486,907 (283,562) 203,345 124,839 100 292,623 307,190 (141,788) 165,402 95,749 100 247,968 6 (2) 12.53 6 1.29 13.85 2.10 34.00 5.61 (7.85) 21.74 (16.55) (1.41) (5.21) (2.09) 1.41 (11.21) 2.17 8.63 9.46 15.25 7.85 37.99 14.96 4.19 1.51 6.62 8.32 20.35 15.29 1.67 5.45 1.53 5.31 1.26 4.95 1.11 3.71 1.69 3.44 1.77 3.52 1.84 3.82 1.41 4.48 1.04 3.70 1.32 4.76 14.64 7,696 20 88.20 6.02 116.83 14.43 7,696 20 82.20 5.70 104.18 13.03 7,696 20 44.75 3.43 87.07 5.03 - - 47.25 9.39 76.05 11.49 6,597 20 63.00 5.48 75.18 5.15 (14.61) (2.15) 2.28 15.67 - - - - - - - - - - 90.00 100.00 86.75 50.25 62.00 17.47 (6.85) (40.36) 22.43 3.95 91.75 88.27 102.87 105.02 102.74 SamSon international PlC annual report 2013/14 133 FOreiGn currency Financial statements INCOME STATEMENT FOR THE YEAR ENDED 31ST MARCH Revenue Cost of sales Gross profit Other income Distribution cost Administrative expenses In USD' (Major Import Currency) 2014 2013 7,234,897 7,420,048 (6,135,038) (6,278,310) 1,099,858 1,141,738 In Euro' (Major Export Currency) 2014 2013 5,374,617 5,334,456 (4,557,561) (4,513,632) 817,056 820,824 17,335 (182,432) (571,985) 13,328 (188,966) (554,203) 12,877 (135,524) (424,913) 9,582 (135,852) (398,430) Operating Profit 362,776 411,898 269,497 296,123 Finance Income Finance cost 158,411 (28,710) 52,699 (75,431) 117,679 (21,328) 37,887 (54,229) Net Finance Income 129,701 (22,731) 96,351 (16,342) Profit before income taxation Income tax expense 492,477 (64,488) 389,166 33,818 365,849 (47,906) 279,781 24,313 Profit for the year 427,990 422,985 317,942 304,094 STATEMENT OF FINANCIAL POSITION AS AT 31st March ASSETS In USD' (Major Import Currency) 2014 2013 Property, plant and equipment Intangible Assets Available for sale financial assets Other Financial assets Deferred tax assets Non Current Assets 1,303,009 19,349 161,567 219,414 37,642 1,740,981 1,358,237 69,688 53,378 1,481,304 Inventories Trade and other receivables Tax Recoverable Cash and cash equivalents Current Assets 947,994 1,733,569 65,951 460,625 3,208,139 1,119,496 1,760,072 103,178 153,813 3,136,559 Total Assets 4,949,120 4,617,862 EQUITY AND LIABILITIES Equity 3,401,366 3,121,388 196,986 181,871 1,102,278 248,491 1,350,769 1,547,755 4,949,120 841,189 473,414 1,314,603 1,496,475 4,617,862 Non- Current Liabilities Current liabilities Trade & other payables Short Term Borrowings Total Liabilities Total Equity And Liabilities In Euro' (Major Export Currency) 2014 2013 1,015,244 15,076 125,885 170,957 29,329 1,356,491 738,633 1,350,716 51,386 358,897 2,499,633 3,856,124 2,650,186 1,042,782 53,503 40,981 1,137,266 859,489 1,351,288 79,215 118,090 2,408,081 3,545,347 153,482 858,843 193,613 1,052,456 1,205,938 3,856,124 139,631 645,820 363,462 1,009,282 1,148,913 3,545,347 2,396,434 01. This information does not constitute a full set of financial statements in compliance with SLFRS/LKAS. 02. Exchange rates prevailing at each year end have been used to convert the statement of financial position and average exchange rate prevailed during the year has been used to convert the income statement. 03. Above has been presented for the information purpose only. SamSon international PlC annual report 2013/14 134 GlOssary of Financial terms 1. Segment : Constituentbusinessunitsgroupedintermsofthenatureandsimilarityofoperations. 2. AnnualSalesGrowth : Percentagechangeoverpreviousyear’sgrossturnover. 3. CurrentRatio : Currentassetsdividedbycurrentliabilities. 4. DividendCover : Profitavailableforappropriationdividedbygrossdividend. 5. DividendperShare : TotalGrossDividenddividedbyno.ofsharesattheendoftheyear. 6. GrossDividend : PortionofProfits,inclusiveoftaxwithheld,distributedtoshareholders. 7. DividendRate : GrossDividendsdeclaredpershare. 8. EarningsperShare : Profitattributabletoshareholdersdividedbytheno.ofsharesissued. 9. InterestCover : Profitfromordinaryactivitiesbeforetaxandfinancecostdividedbyfinancecost. 10.NetAssetsperShare : NetAssetsdividedbytheno.ofshares. 11.PriceEarningsRatio : MarketPricepersharedividedbyearningspershare. 12.DeferredTaxation : Sumsetasidefortaxinthefinancialstatementthatwillbecomepayableinafinancialyear other than the current financial year. 13.ValueAdditions : ThequantumofwealthgeneratedbytheactivitiesoftheCompany. 14.RevenueReserves : Reserveconsideredasbeingavailablefordistributionsandinvestments. 15.CapitalReserves : Reservesidentifiedforspecificpurposesandconsiderednotavailablefordistribution. 16.ReturnonCapitalEmployed : Profitafterinterest,taxdividedbycapitalemployedorshareholdersfundsattheyearend. 17.ShareholdersFund : Totalofstatedcapitalandrevenuereserves. 18.Capitalemployed : Shareholders’fundspluslong-termbearingloansandborrowings. 19.AverageCapitalEmployed : Meanoftwoconsecutiveyears’capitalemployed. 20.CorporateGovernance : AsystembywhichCompaniesaredirectedandcontrolledbythemanagementinthe best interest of the stakeholders ensuring greater transparency through better and timely financial reporting. 21.MarketCapitalization : NumberofordinarysharesinissuemultipliedbytheMarketValuepershareatthebalance sheet date. 22.RelatedParties : Partieswhocouldcontrolorsignificantlyinfluencethefinancialandoperatingpoliciesof the business. 23.IntangibleAssets : Anintangibleassetisanidentifiablenon-monetaryassetwithoutphysicalsubstance. 24.Impairment : Thisoccurswhentherecoverableamountofanassetislessthanitscarryingamount. 25.Fairvalue : Thisistheamountforwhichanassetcouldbeexchanged,oraliabilitysettled,between knowledgeable, willing parties at arm’s length transaction. SamSon international PlC annual report 2013/14 135 nOtice of Meeting NOTICEISHEREBYGIVENthattheTwentySecondAnnualGeneralMeetingofSamsonInternationalPLCwillbeheldonFridaythe 19thdayofSeptember2014attheSriLankaCollegeofObstetriciansandGynaecologists,SamsonRajapaksaAuditoriumatNo. 112,ModelFarmRoad,Colombo08at2.00p.m.forthefollowingpurposes: 1. ToreceiveandconsidertheAnnualReportoftheBoardofDirectorsontheaffairsofCompanyandtheFinancial Statementstheyearended31stMarch2014andtheReportoftheAuditorsthereon. 2. Tore-electMr.DRRajapaksewhoretiresbyrotationintermsofArticle88(i)oftheArticlesofAssociation,asa Director of the Company. 3. Tore-electMr.TKBandaranayakewhois71yearsofage,asaDirectoroftheCompanyandtoadoptthefollowing resolution:- “ITISHEREBYRESOLVEDTHATMr.TKBandaranayakewhois71yearsofagebeandisherebyre-electedasa DirectoroftheCompanyanditisherebydeclaredasprovidedforinSection211(1)oftheCompaniesAct,No.7 of2007thattheagelimitof70yearsreferredtoinSection210oftheCompaniesActshallnotapplytoMr.TK Bandaranayake”. 4. Tore-electMr.GHAWimalasenawhois73yearsofage,asaDirectoroftheCompanyandtoadoptthefollowing resolution:- “ITISHEREBYRESOLVEDTHATMr.GHAWimalasenawhois73yearsofagebeandisherebyre-electedasaDirector oftheCompanyanditisherebydeclaredasprovidedforinSection211(1)oftheCompaniesAct,No.7of2007that theagelimitof70yearsreferredtoinSection210oftheCompaniesActshallnotapplytoMr.GHAWimalasena.” 5. Tore-appointMessrsHLBEdirisinghe&Co.CharteredAccountantsasAuditorsoftheCompany fortheensuingyear andtoauthorizetheDirectorstodeterminetheirremuneration. 6. ToauthorizetheDirectorstodeterminedonationsfortheyearending31stMarch2015andup tothedateofthe nextAnnualGeneralMeeting. By Order of the Board SAMSON INTERNATIONAL PLC P W Corporate Secretarial (Pvt) Ltd Secretaries August 1st, 2014. Colombo Notes:- 1.AshareholderisentitledtoappointaProxytoattendandvoteatthemeetingonhis/herbehalf. 2. A Proxy need not be a shareholder of the Company. 3. AFormofProxyaccompaniesthisNotice. 4. ThecompletedFormofProxyshouldbedepositedattheRegisteredOfficeoftheCompany,No.110,KumaranRatnam Road,Colombo02,notlessthan48hoursbeforethetimeforholdingtheMeeting. SamSon international PlC annual report 2013/14 136 nOtes SamSon international PlC annual report 2013/14 138 FOrM of proxy *I/We………………………………………………………………………of…………………………………………………………………………being*a shareholder/shareholdersofSAMSONINTERNATIONALPLC,doherebyappoint…………………………………………………………………………of ……………………………………………………orfailing*him/her* Dr.DSRajapaksa ofColomboorfailinghim* Mr.DKRajapaksa ofColomboorfailinghim* Mr.DMRajapaksa ofColomboorfailinghim* Mr.DRRajapaksa ofColomboorfailinghim* Mr.CCumaratunge ofColomboorfailinghim* Mr.BLPJayawardena ofColomboorfailinghim* MrTKBandaranayake ofColomboorfailinghim* MrGHAWimalasena ofColomboorfailinghim* Mr.DGPSAbeygunawardana ofColombo as*my/ourProxytorepresentme/us*,tospeakandvotefor*me/uson*my/ourbehalfattheTwentySecondANNUALGENERALMEETINGOFTHE COMPANYtobeheldon19September2014at2.00p.m.andatanyadjournmentthereof,andateverypollwhichmaybetakeninconsequence thereof. FOR AGAINST 1. ToreceiveandconsidertheAnnualReportoftheBoardofDirectorsontheaffairsofCompanyandthe FinancialStatementsfortheyearendedended31stMarch2014andtheReportoftheAuditorsthereon. 2. Tore-electMr.DRRajapaksewhoretiresbyrotationintermsofArticle88(i)oftheArticlesofAssociation, as a Director of the Company. 3. Tore-electMr.TKBandaranayakewhois71yearsofage,asaDirectoroftheCompanyandtoadoptthe followingresolution:- “ItisherebyresolvedthatMrTKBandaranayakewhois71yearsofagebeandisherebyre-electedasa Director of the Company and it is hereby declared as provided for in Section 211(1) of the Companies Act No.07of2007thattheagelimitof70yearsreferredtoinSection210oftheCompaniesActshallnot applytoMrTKBandaranayake.” 4. Tore-electMr.GHAWimalasenawhois73yearsofage,asaDirectoroftheCompanyandtoadoptthe followingresolution:- “ITISHEREBYRESOLVEDTHATMr.GHAWimalasenawhois73yearsofagebeandisherebyre-elected as a Director of the Company and it is hereby declared as provided for in Section 211(1) of the Companies Act,No.7of2007thattheagelimitof70yearsreferredtoinSection210oftheCompaniesActshallnot applytoMr.GHAWimalasena.” 5. Tore-appointMessrsHLBEdirisinghe&Co.CharteredAccountantsasAuditorsoftheCompanyforthe ensuingyearandtoauthorizetheDirectorstodeterminetheirremuneration. 6. ToauthorizetheDirectorstodeterminedonationsfortheyearending31stMarch2015anduptothedate ofthenextAnnualGeneralMeeting. Signedthis……………dayof………………………..TwoThousandandFourteen. *Signature/s Note: 1) *Pleasedeletetheinappropriatewords. 2) Instructions as to completion are noted on the reverse hereof. SamSon international PlC annual report 2013/14 139 INSTRUCTIONS AS TO COMPLETION 1. KindlyperfecttheFormofProxyafterfillinginlegiblyyourfullnameandaddressandsigninthespaceprovided. Please fill in the date of signature. 2. AshareholderentitledtoattendandvoteattheMeetingisentitledtoappointaProxywhoneednotbeashareholder, toattendandvoteinsteadofhim.Pleaseindicatewithan“X”intheboxesprovidedhowyourProxyistovoteoneach resolution. If no indication is given, the Proxy in his discretion will vote as he thinks fit. 3. In the case of a Corporate shareholder, the Form of Proxy must be completed under its Common Seal, which should be affixed in the manner prescribed by the Articles of Association. 4. If the Form of proxy is signed by an Attorney, the relevant Power of Attorney should also accompany the completed Form of Proxy, in the manner prescribed by the Articles of Association. 5. ThecompletedFormofProxyshouldbedepositedattheRegisteredOfficeoftheCompany,No.110,KumaranRatnam Road,Colombo02,notlessthanFortyEight(48)hoursbeforetheappointedtimefortheMeeting. SamSon international PlC annual report 2013/14 140 DSI ieñika iuqy jHdmdrhSh f;aud .S;h hq. hq. jkaokSh fú isßiem kkaokSh fú ishrg foa isßiem foa isysler jkaokSh jq ieñika mS;D kdufhka huq ch fú $$ ;drm;S ù È,S È,S ú;a l¿jr wdldfia ojiam;S ù ke.S ke.S huq fyg bÈjk f,dafla jdish muKla fidhd isà cd;sh msßfyhs .rd jeà foafig jev we;s foag reÑ cd;sl fy<lu mduq wms foai úfoafiys kdfñ /|s fPao fkdjk rkaodfï wms $$ ;rÕ je§ ú;a Wkqka mrojk ksmehqñ rK uËf,a mKg jvd ,eÈ ñksialug wm fkdue; ks.d fokafka W;aidyh Wla .ila fj;S tys wm kqÿgqj rila ke;S °il t<sfhka yuqj ks;S f,daflg mykla fjuqj wms iduQyslj ne|s mjqre bfñ ãtiawhs mqrjeisfhda wms $$ SAMSON INTERNATIONAL PLC. Corporate Office: No. 110, Kumaran Rathnam Road, Colombo 02, Sri Lanka. Tel : +94 11 4728800 Fax : +94 11 2440890 E-mail : [email protected] Web : www.samsonint.com SamSon international PlC annual report 2013/14 142
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