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a story of
R E P O R T
C R E D I T A N D
2 0 1 1 - 2 0 1 2
F I N A N C E P L C
a story of Love
At Commercial Credit, its serious business to love and care. The values that guide us in our daily work are firmly entrenched in our corporate culture and philosophy. Love and care permeate our every relationship: from the way we empower our people to how we care for our customers and the respect we show our business partners. In so doing, our engagement with our many stakeholders transcends the ordinary to become truly precious and mutually valuable. In the pages that follow, you will read about the transformation of Commercial Credit into a dynamic listed entity, our benchmark performance and outstanding results, our strong governance and risk management framework, our valuedriven culture and how we touch the lives of thousands of people. This is the story of love, the Commercial Credit way.
COMMERCIAL CREDIT AND FINANCE PLC ANNUAL REPORT 2011/2012
think win-win
Win-Win is one paradigm of human interaction and we believe that it arises from a character of integrity, maturity and the abundance mentality. Life is a co-operative arena where human interactions are based on mutual benefit and supportive systems. Additionally a culture of Think Win-Win is embodied in agreements that effectively clarify and manage expectations as well as accomplishments.
COMMERCIAL CREDIT AND FINANCE PLC ANNUAL REPORT 2011/2012
The highlights of the Value Day included the institution of a Value Policy, the unveiling of the Companys Theme Song, Value Oath and the Value Badge, and the introduction of a Value Register. These initiatives were directed towards the inculcation of a value driven culture.
The RVCs are appointed by the CVC and are scheduled to meet once a month or more often if necessary. Appointees to the CVC and RVCs have a one-year term with members being re-elected or replaced in the best interest of the Company.
value policy
The commitment of Commercial Credit towards the Shared Values is embodied in the Value Policy which provides guidelines and procedures on the development and implementation of a value-based organizational culture. The Policy contains a detailed framework and course of action to ensure the adherence of employees, by embedding the values in to the performance evaluation process. This policy applies to all employees of Branches and Service Centers of Commercial Credit and all activities carried out in any form. The Policy is overseen by the Corporate Value Committee (CVC), Regional Value Committees (RVCs) and the Head of Human Resources.
value register
The Value Register will be a record of good conduct and excellence in living the Shared Values by employees, whether workrelated or otherwise. Each employee will maintain a personal value profile in the proposed internal social networking system of the Company, and when a noteworthy action by a colleague is observed, the Value Register will be used as the platform to communicate this action throughout the organization.
value committee
The aim of Value Committees is to implement policies and procedures that ensure effective adherence to the value framework, thereby conserving the culture of Commercial Credit. The Value Committees take two forms: the CVC and the RVCs. The former is appointed by the Management and is vested with the ultimate power and authority with regard to matters relating to values. The CVC meets once in three months before and after the Performance Evaluation.
value champions
Employees who embody the essence of the Shared Values will be identified as Value Champions. Initially employees will be shortlisted based on the 360 degree evaluation process. The shortlisted employees will be evaluated by the Management and the Corporate Value Committee based on the criteria given in the Value Policy and the Value Champions will be selected annually.
good conduct
publish in system
Contents
Vision, Mission Purpose and Shared Values 7
Performance Highlights
Financial Highlights Events during the Financial Year 10 12
Corporate Governance
Corporate Governance Report of the Board of Directors on the Affairs of the Company Risk Management Report of the Board Audit Committee Report of the Remuneration Committee Report of the Board Integrated Risk Management Committee 58 71 74 76 77 78 79 80
Corporate Stewardship
Chairmans Message Forging ahead towards Our Vision... Chief Executive Officers Review Emphasising on our system of Shared Values The Board of Directors Profiles of the Board of Directors Corporate Management Profiles of the Corporate Management Senior Management 16 20 24 26 30 32 34
Directors Responsibility for Financial Reporting Directors Statement on Internal Control over Financial Reporting
Financial Statements
[Auditors Report] 85 [Balance Sheet] 86 [Income Statement] 87 [Changes in Equity] 88 [Cash Flow Statement] 89 [Notes to the Financial Statements] 90
New Accounting Standards issued but not effective as at Balance Sheet date Investor Information Value Added Statement Six Year Summary Notice of Meeting Form of Proxy Corporate Information
Glossary 125
purpose
To build leaders who uplift the lives of people by simple acts of love
vision
To be the most liberated Company admired for its people, partnership and performance
mission
To be a dynamic Finance Company which develops and nurtures leaders at every level of the organisation to serve society with passion.
shared values
n Loving and Caring n Integrity and Trust n Learning and Development n Think Win-Win n Synergy and Team Work
Performance Highlights
Financial Highlights
[Net Interest Income]
Millions (Rs.) 2000 1600 1200 800 400 103 0 2007/2008 2008/2009 2009/2010 2010/2011 2011/2012 127 170 0 2007/2008 702 1771
[Shareholders' Funds]
Millions (Rs.) 1200 960 720 480 240 0 2007/2008 2008/2009 2009/2010 2010/2011 2011/2012 255 224 227 432 1190
[Total Assets]
Millions (Rs.) 12000 9600 7200 5350 4800 2400 0 2007/2008 2008/2009 2009/2010 2010/2011 2011/2012 2271 1196 1389 10479
4435
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2011/2012 Rs.000 FINANCIAL PERFORMANCE Revenue Net Interest Income Profit Before Taxation Profit After Taxation FINANCIAL POSITION Shareholders Funds Total Deposit Base Borrowings Leases, Hire Purchase, Loans and Advances Total Assets KEY INDICATORS PER ORDINARY SHARE Earnings Per Share (Rs.) Net Assets Per Share (Rs.) Year end Market Value Per Share (Rs.) KEY PERFORMANCE INDICATORS Return on Average Assets (%) Interest Cover (times) Equity/Assets (%) Gross Non Performing Accomodations (%) Return on Average Shareholders Funds (%) PE Ratio STATUTORY RATIOS Liquid Assets (%) (Minimum Required 10%) Core Capital Ratio (%) (Minimum Required 5%) Total Risk Weighted Capital Ratio (%) (Minimum Required 10%) 14.40 10.34 10.99 13.70 2.55 11.36 3.3 93.47 4.60 3.48 5.46 16.00 1,190,424 6,755,714 975,536 8,647,621 10,478,823 2,765,859 1,770,998 1,084,546 758,287
2010/2011 Rs.000
% Change
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May 2011
August 2011
September 2011
June 2011
Champions - Ceylinco VIP Cricket Tournament Main Financial Partner - Future Minds 2011
PLC
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September 2011
October 2011
November 2011
December 2011
October 2011
November 2011
Family Day - North and East Region
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December 2011
January 2012
March 2012
A Day out for Microfinance Customers and their Families - Leisure World
Value Day
January 2012
February 2012
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Corporate Stewardship
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Chairmans Message
Economic Review
The global economic climate continues to be under pressure from the European sovereign debt crisis, low demand and high unemployment in the US and pockets of social revolution, especially in the Middle East. As an emerging Asian economy, Sri Lanka is uniquely positioned in the global economy which grew by 3.8% in 2011, with 6.4% growth recorded by emerging and developing economies, while advanced economies continued to lag at a slow 1.6% growth. By 2020, Asia is expected to match the US and EU in contribution to global GDP, marking a shift of economic power from traditionally strong economies to the Asian bloc led by Japan, China and India. Sri Lankas post-war economic development continued apace during the year, although with some uncertainty returning during the last few months of the financial year. A general sense of optimism prevailed in Sri Lanka during the year with favourable employment and inflation indicators, despite a slowing down of investments. Infrastructure in all parts of the country is being developed at a rapid pace, the dividends of which will begin to impact businesses over the coming years. Our economy was one of the better performing across the world in 2011, recording a growth of 8.3%; the second consecutive year of 8%-plus growth. Towards the end of the financial year, trade deficit concerns led to a float of the rupee, import restrictions and an upward adjustment of policy interest rates. In April 2012, the International Monetary Fund released a USD 427 million tranche of its Standby Facility for Sri Lanka and it is hoped that the volatility experience at the beginning of the year would be stabilized in due course. The Central Banks mid-year projections set a GDP growth target of 7.2% for 2012, a downward revision from the 8.0% projected in January 2012.
The Company had an outstanding year with exponential growth in Income, Net Interest Income, Profit, Lending and Deposits
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COMMERCIAL CREDIT AND FINANCE PLC ANNUAL REPORT 2011/2012
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Given the customer confidence accumulated over almost three decades and the financial acumen gained by the Company over this period, I am in no doubt that Commercial Credit will continue serving the interests of all our stakeholders
The Finance Sector in particular experienced a successful year in 2011 with major financial institutions increasing their asset base from Rs. 6,578 billion in 2010 to Rs. 7,705 billion in 2011.The Non-Bank Financial Institutions (NBFIs) sector also showed healthy growth during the year; its asset base growing by 26% to Rs. 490 billion. NBFIs expanded their reach from 600 to 704 branches at year end.
Company Performance
Continued emphasis on the development of knowledge, skills and motivation levels of our people and a sharper focus on our five Shared Values together with the launching and companywide implementation of the Strategic Plan covering the period September 2011 to August 2014 had a significant positive impact on the results achieved. As mentioned earlier the Company had an outstanding year with exponential growth in Income, Net Interest Income, Profit, Lending and Deposits. This stellar performance was reflected in important indicators such as Net Interest Margin, Cost to Income Ratio, Non-Performing Accommodations and Return on Average Assets. The Company also maintains satisfactory levels of liquidity. In the context of the performance of the Company, the growth in our Microfinance activities has become a benchmark in the industry. Even though the growth of the economy has been revised as mentioned above, the rate of 7.2% is still quite healthy. Given this background Commercial Credit hopes to achieve the goals and objectives we have set for ourselves with the execution of our well-defined three-year Strategic Plan.
Corporate Governance
The Company continues to meet all its compliance obligations, both statutory and regulatory. The system of committees and other structures established to meet the required Corporate Governance practices have functioned well during the year with regular meetings being held, matters of importance being discussed and appropriate guidance and advice given to the management. The reports covering the activities of these committees are given in a separate section of this report.
Future Prospects
Given the customer confidence accumulated over almost three decades and the financial acumen gained by the Company over this period, I am in no doubt that Commercial Credit will continue serving the interests of all our stakeholders. New
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products will be introduced to the market that will offer fresh financial solutions to our customers, which we believe will bring them immense benefits. In this context we expect our Microfinance customers in particular to benefit from savings and loans products, which will be introduced in the coming year. Our strategy of location expansion will continue with the intention of offering convenience to a wider community and the introduction of innovative Information Technology is expected to produce benefits to both customers and the Company.
Appreciation
The Company has grown not only in size and profitability but also in terms of reputation and has reached exceptional heights during the year under review. At this juncture I wish to place on record the contribution of the former Chairperson, Mrs Vagdevi Fernando who stepped down from the Board during the year in compliance with the applicable CBSL regulations. Mrs Fernando assumed the leadership role of Commercial Credit in 1988 after the demise of her husband Mr Donald Fernando, the founder Chairman and Managing Director beckoned her to do so. Our sincere good wishes are with her. I wish to take this opportunity to congratulate Dr. (Mrs) Erasha Fernando, the daughter of Mrs Vagdevi Fernando who joined the Board in January 2012. My sincere appreciation is extended to my fellow Board Members, whose counsel and contribution have guided the Company to its current position of strength. In this context I am thankful to the Non-Executive Directors for their efforts in the various committees of the Board. Very special thanks are due to Director/Chief Executive Officer for his inspirational leadership, and to the Executive Directors and the able and dedicated management team for their leadership and drive towards excellence. I also wish to express my sincere gratitude to each and every employee of the Company for their continued devotion and efforts during the year. I must make particular mention of our loyal base of customers and depositors, and shareholders of Commercial Credit and Finance PLC for their faith and confidence in the Company and its management. In conclusion, I would like to state that the continuous efforts of employees at all levels of the Company, in inculcating a strong value driven corporate culture will drive the organization towards its fundamental purpose of uplifting the lives of people with simple acts love.
K J Cecil Perera
Chairman 20th August 2012
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The great emphasis we place on our system of shared values in all interactions, contributed to our success. It is also pleasing to note the confidence the public has shown in our Company as reflected by the growth of our Fixed Deposit base
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COMMERCIAL CREDIT AND FINANCE PLC ANNUAL REPORT 2011/2012
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Our performance over the year under review bodes well for an era of sustained growth and stability, and I am confident that in the years ahead Commercial Credit will reach the pinnacle of the non-bank financial sector in Sri Lanka
from 18.4% in 2010/2011 to 22.4% for the current year. Similarly other ratios and margins have also improved with Cost to Income ratio moving from 63% to 45%, Gross Non-performing Accommodations reducing from 4.9% to 3.3% and Return on Average Assets increasing from 6.4% to 13.7%. Further, our liquidity ratios and capital adequacy also showed a significant improvement. Our Liquid Assets Ratio improved from 11.7% to 14.4% as at end of the year under review. Tier 1 and Tier 2 ratios stood at 10.3% and 11.0% compared with the minimum requirement specified of 5% and 10% respectively. Microfinance has been one of the most successful areas of operation for Commercial Credit since the commencement of activities by the Company in this discipline just over two years ago. Catering to a total customer base of over 105,000 by year end, our Company has one of the highest Microfinance loan portfolios (Rs. 2.7 billion) in the country. Microfinance offers financial products to customers who are unable to access funds through regular commercial banking channels and cannot offer substantive collateral. I would specially like to mention the extensive personal development work we undertake as a part of our Corporate Social Responsibility program among our Microfinance customer groups in many parts of the country. While we make substantial investments in these activities, it is pleasing to note that by being active in this sector, we feel we are making a positive impact in uplifting the lives of a large number of people who are in many ways economically deprived. In recognition of our outstanding financial performance and the benchmark standards of service and operational excellence achieved by our Company, Commercial Credit and Finance PLC was named Best Finance Company in Asia at the International UDC Business Awards 2011, Malaysia. We are pleased at this recognition and feel that we have been able to place Sri Lankas NBFIs on the global map of award winning financial institutions. It is evident that we have attained unparalleled success since embarking on a new chapter of growth in 2009. As mentioned in our Annual Report for the previous year, we have launched and are in the process of implementing the Strategic Plan of our Company covering the three year period September 2011 to August 2014 under the title Winning Strategies A New Era of Excellence and Team Work. Conceptualised and developed internally with the involvement of all levels of the organisation, the Plan was vetted by international strategists, MTI Consultants. This Strategic Plan has been designed to increase our customer base, to provide them with an exceptional level of service and to fortify our strategic position in the finance industry of Sri Lanka.
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Employee empowerment has been one of our competitive advantages; our belief in the capability of our employees and their reciprocation through loyalty and effort has reaped tremendous rewards for the Company. As I mentioned earlier, we are inculcating a value driven corporate culture, with the entire team collectively contributing towards the propagation of our values, loving and caring, integrity and trust, learning and development, think win-win and synergy and teamwork. In parallel, we have also re-aligned our mission and vision with our corporate values to ensure a uniformity of purpose. This is reflected in the new wording of these statements as seen in this Annual Report. The Company has an intense focus on compliance with regulatory and statutory requirements and is developing a strong system of governance entrenched within the structure of operations. Risks inherent in the business have been diagnosed and are kept under constant review to ensure sufficient mechanisms of controls are employed for the effective management of such risks. The management framework, systems and processes of Commercial Credit are integrated with risk management mechanisms to ensure robust governance, which will ultimately contribute towards the continued stability and the creation of value for all our stakeholders. On behalf of the Company, I wish to thank the officials of the Central Bank of Sri Lanka for the guidance and assistance so readily extended. I would also like to convey my gratitude to the Chairman and my colleagues on the Board for the advice and guidance they have given me in steering the Company. My thanks and appreciation goes to Mrs Vagdevi Fernando, the former Chairperson of the Company for her guidance and support during her tenure of office. The high degree of commitment and professionalism demonstrated by our staff has been beyond expectation and was the driving force behind the outstanding results achieved by Commercial Credit. My sincere thanks are with each one of them. None of our achievements would have been possible if not for the continued trust and confidence of our depositors and the patronage of our customers. My heartfelt thanks are with them. In conclusion I would like to say that our performance over the year under review bodes well for an era of sustained growth and stability, and I am confident that in the years ahead Commercial Credit will reach the pinnacle of the non-bank financial sector in Sri Lanka.
R S Egodage
Chief Executive Officer 20th August 2012
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Director of R. D. S. Bakers (Private) Limited. Here she quickly gained a reputation for skilled management ability and an adherence to the highest ethical standards, and was instrumental in developing the popular brand Wonder B which R. D. S. Bakers is now synonymous with. She brings these same skills and dedication to her role as an Executive Director of Commercial Credit and is an integral component of the success story of the establishment. She holds a BSc. (Hons) Degree in Chemistry from the University of Peradeniya and a Post Graduate Diploma in Business Administration from the Open University of Sri Lanka.
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Mr Thirunavukarasu Someswaran
Independent Non-Executive Director
Mr Someswaran is a Chartered Accountant counting over 35 years in practice and recently retired from the post of Senior Partner of SJMS Associates, a firm of Chartered Accountants associated with Deloitte in Sri Lanka. He currently serves on the Audit Committee of the Institute of Chartered Accountants of Sri Lanka and Serendib Lands (Pvt) Limited. He also serves on the boards of Panasian Power PLC, the European Chamber of Commerce, Equity Based Community Support and Training, Business Council of Indonesia of the Ceylon Chamber of Commerce and is Vice President of The International Chamber of Commerce. Mr Someswaran joined the board of Commercial Credit in March 2011. He is a member of the Tax Faculty of the Institute of Chartered Accountants, Organization of Professional Associations, International Fiscal Association and Sri Lanka Institute of Directors. He is a fellow member of CMA, Sri Lanka and a member of its Governing Council.
Mr Susantha Pinto
Independent Non-Executive Director
Mr Pinto started his career as a Trainee Planter in 1986 with Balangoda Estate, Sri Lanka State Plantation Corporation and later functioned as Assistant Superintendent and Superintendent in leading plantation companies in Sri Lanka. He served Solar Electric Light Company USA as the Director Operations during which he contributed in many ways towards the improvement of operations such as finance, after sales service of Renewable Energy - Solar Photo Voltaic in Sri Lanka, India and Vietnam. He was the Chief Executive Officer/ Director of Ceylinco Renewables (Pvt) Limited for a period of two years and was the Chairman of Green Earth Group. He joined the board of Commercial Credit in May 2011. He holds a Diploma in Plantation Management.
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Corporate Management
First Row - From Left: Mr C J Jayathilake, Mr A D Samuel, Mr C P Wickramasinghe, Mr K L A Senevirathne, Mr R S Egodage, Mrs G R Egodage, Mr L G S Perera, Mr J L A S Priyankara, Mr M A D J Deshapriya, Mr S Nanayakkara Second Row - From Left: Mr S S H Gunawardena, Mr A S Ranaweera, Mr D G Jayaratne, Mr D D R Udugama, Mr P A A D Pitigala, Mr A S Manawadu, Mr P D Salwathura Not present in the picture: Mr G G Hemachandra
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Mr C P Wickramasinghe
Deputy General Manager Information Technology
Mr Wickramasinghe has served Commercial Credit since 1993. Reputed as a skilled and qualified professional among his industry peers, Mr Wickramasinghe leads Commercial Credits IT department, which boasts of having one of the most effective IT systems among finance companies in Sri Lanka. Mr Wickramasinghe is a Chartered IT Professional and a member of the British Computer Society MBCS CITP. He has an MSc. in Information Technology from Charles Stuart University, Australia and in addition holds IT Diplomas from IDM, Sri Lanka and ACS, Australia and PGD from BCS, UK.
Mrs G R Egodage
Executive Director
Please refer to profiles of the Board of Directors
Mr G G Hemachandra
Executive Director
Please refer to profiles of the Board of Directors
Mr L G S Perera
Chief Operating Officer
Mr Perera is a Fellow Member of the Institute of Chartered Accountants of Sri Lanka (FCA). He is also a Fellow Member of the Institute of Certified Management Accountants of Sri Lanka (FSCMA) and an Associate Member of the Institute of Certified Management Accountants of Australia (CMA). He has also completed the examinations of the Institute of Internal Auditors, USA. Mr Perera commenced his career at one of the leading Sri Lankan audit firms being promoted to Partner in 1983 subsequent to completing the ICASL final examinations at which he was awarded several prizes including the First-in-Order of Merit (Top of Batch) prize. He has an over-all experience of over thirty years in external and internal auditing, financial management, financial consultancy and general management in leading organisations in Sri Lanka and abroad including several years in a leading Swiss based multinational company while serving in Saudi Arabia. He was the Chief Executive Officer of I D Lanka Limited in the alcoholic beverages industry for a period of 8 years during which tenure this company showed significant improvement in results in both market share and profitability. In addition Mr Perera was the General Manager Finance at Agalawatte Plantations PLC and the Chief Operating Officer of Millers Brewery Limited. He is also a Director of bPotential (Private) Limited, a start-up venture in business process outsourcing. He was a member of the Council of the Employers Federation of Ceylon (EFC) from October 2008 to February 2010 and was the founder Chairman of EFCs Employers Network on Disability. Mr Shriyantha Perera joined Commercial Credit in June 2012.
Mr K L A Senevirathne
Deputy General Manager Operations
Mr Senevirathne is a strong motivator and his vision of empowerment has made immense contribution towards the development of the Companys ethos. Mr Senevirathne has over 25 years experience behind him and has previously worked at Kalani Cables Limited in an Executive capacity. He then joined The Finance Co. PLC and rose to the position of Assistant General Manager - Operations where he excelled being in charge of a large country wide branch network.
Mr J L A S Priyankara
Deputy General Manager Operations
Mr Priyankara is responsible for a wide range of the Companys day to day operations as well as holds joint responsibility for implementing its strategic initiatives. He also has the overall responsibility for real estate activities of the Company. Mr Priyankara brings with him over 22 years of experience in the industry, which enables him to discharge his duties with the highest levels of efficiency and skill. His extraordinary skills in working with teams and developing strategies have been vital to the Companys current progress. He holds a BA (Hons) from the University of Ruhuna and an MBA from the University of Manipal, India.
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Mr A D Samuel
Deputy General Manager Corporate Planning
Mr Samuel joined the Company in 2010 and brings with him 17 years of diverse experience and knowledge, including a stint at CEO level. He was previously engaged in the plantations industry where he held senior management positions at companies such as Mackwoods Plantations (Pvt) Ltd., Aspic Plantations (Pvt) Ltd., and Deranayigala Plantations (Pvt) Ltd. He was also a Director of Next Finance. Mr Samuel holds an MBA from the University of Peradeniya and is an Associate Member of the National Institute of Plantation Management (AIPM), as well as a Fellow of the Chartered Institute of Management Accountants, UK (FCMA).
Mr M A D J Deshapriya
Chief Financial Officer
Mr Deshapriya brings in a high level of experience and expertise gained from a career spanning over 15 years in the field of finance. Prior to joining Commercial Credit he served as General Manager of The Finance Co. PLC for several years, overseeing the finance function. He has wide experience in financial accounting, budget development and forecasting, treasury management, tax planning and overall business management and leadership. He also has wide experience in the auditing field. He is a Fellow Member of the Society of Certified Management Accountants of Sri Lanka and an Associate Member of the Institute of Chartered Accountants of Sri Lanka.
Mr S Nanayakkara
Deputy General Manager Recoveries
Mr Nanayakkara has over 29 years experience in the field of finance, particularly in the areas of credit evaluation, recoveries, credit management and administration. He was previously employed at The Finance Co. PLC where he provided leadership to branch managers and centre managers in achieving consistent growth in investments and profitability while prioritising recoveries. He was also a member of the Credit Committee and the Product Development Team at The Finance Co. PLC. Mr Nanayakkara has a Diploma in Credit Management and has completed IAB, UK.
Mr C J Jayathilake
Deputy General Manager Marketing
Mr Jayathilake has a high level of experience both in Sri Lanka and overseas, with many assignments undertaken on behalf of the Ceylinco Group. During his tenure as Country Manager of Ceylinco Consolidated Overseas Limited Dubai, UAE, he was instrumental in attaining many operational achievements. He was later appointed Regional Manager- Middle East & Europe for Ceylinco Express Remittance Co. (Pvt) Limited where he collaborated in many research projects. He also served Frostaire Industries (Pvt) Limited as a Head of Sales making use of his leadership capabilities, knowledge and experience.
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Senior Management
First Row - From Left: Mr W N Weerakoon, Mr B G W M Ariyapala, Mr H G Piyadasa, Mr A C De Silva, Mrs R A P Wijethunga, Mrs H M P S Herath, Mr K D S Sujeewa, Mr S G Thanthrige, Mr R M A S Rathnayaka, Mr M N Kariyawasam Second Row - From Left: Mr H V S Weerakoon, Mr D S M Wijesinghe, Mr C M Stewart, Mr E A S Perera, Mr W T I P Kumara, Mr D M L K Dissanayaka, Mr N H Suwandaratne, Mr K R N S Bandara, Mr H L L Chaminda, Mr G R Abhaya kumara, Mr A T A De Alwis, Mr W A M L Perera Third Row - From Left: Mr G T C S Jayamanne, Mr A M S S Attanayake, Mr M S Jainudeen, Mr M L D N Y Madawala, Mr M F Devananda, Mr W L B Attanayake, Mr I G J P K Gamage, Mr K G S C Ranasinghe, Mr W M D W Mallawarachchi Not present in the picture: Mr M K Seelagama, Mr S Thirukumaran, Mr P K N Priyashantha
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Indusrty
Services
The Central Bank of Sri Lanka revised the repurchase and reverse repurchase rates by 25 and 50 basis points respectively in January 2011 and were made to stand at 7% and 8.5% throughout the year which were then revised to 7.5% and 9.0% in February 2012.
In Sri Lanka, the post-war recovery continued in 2011, with the economy recording a growth of 8.3%, due to strong domestic demand, improved investor confidence, and investments in infrastructure. The industry sector grew by 10.3%, the services sector by 8.6% and the agricultural sector by 1.5%. Aggregate demand was increased by 11.6% as a result of the amplified investment activities and increased domestic consumption. Unemployment reduced substantially from 4.9% in 2010 to 4.2% in 2011 owing much to the rise in employment in the micro entreprise sector, which opened opportunities for companies such as Commercial Credit to explore new markets.
[Unemployment]
(%) 6 5 4 3 2 1 0 2007 2008 2009 2010 2011
2007
2009
2010
2011
The focus of external trade was on value addition and diversifying export markets. Export income grew by 22.4% to USD 10,559 million with industrial exports recording a substantial rise of 31.1% led by apparel, while agricultural exports grew by 9.6%. Import expenditure grew by 50.7% from USD13,451 million to USD 20,269 million in 2011 mainly due to increased expenditure on investment goods and intermediate goods on the back of more domestic demand for machinery, building materials and transport equipment.
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2007
2008 Exports
2009 Imports
2010
2011
The performance of the Colombo Stock Exchange declined during the year, despite considerable funds attracted through 12 Initial Public Offerings and 22 Rights Issues. A slew of measures including restrictions on broker credit and bank lending and net foreign capital outflows had a negative impact. Treasury Bill rates continued to be stable during the initial two quarters of the Companys financial year under review and then rose during the last two quarters. 364 day Treasury Bill rate was recorded at 11.3% as at the end of the financial year 2011/2012. The movements of the Treasury Bill rates are depicted in the following chart.
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Loans Against Deposits Loans Against Real Estates Pawning Advances Other Secured Loans & Advaances Hire Purchase Finance Leasing Others
The number of NBFIs stood at 55 at the end of 2011, with a total asset base of Rs. 490 billion, an increase of 26% over the previous year. The total accommodations of the sector grew by 46% to Rs. 388 billion during the year. Deposits from the public stood at Rs. 186 billion which was 38% of total liabilities and equity while borrowings accounted for 35% of this figure. Capital funds of the NBFI sector demonstrated a substantial growth of 57% compared to the growth of 9% recorded in 2010, mainly backed by continued profitability and the revival of distressed companies.
2007
2008
Gross NPA
2009
Net NPA
2010
2011
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Operational Review
Strategic Planning
Strategic planning is the framework established to guide the organization towards its Vision and Mission. The planning cycle which spans a period of three years defines initiatives, milestones and key steps necessary to be achieved during the planning period. The Strategic Plan will be recast periodically covering a new planning cycle. In constructing the Strategic Plan, the Company has collaborated with international strategy consultants, MTI Consultants and arrived at a well defined strategic course for three years. The Plan is branded Winning Strategies A New Era of Excellence and Team Work. Under the Strategic Plan, key operations of the business have been categorized as Value Flow, while the supporting functions are termed Enablers. The activities under the Value Flow and Enabler functions are structured so that each function performs identified key steps which will accomplish milestones which in turn lead to the attainment of initiatives. Currently in its first year of implementation, it is already clear that the effect of the Strategic Plan is beginning to get positively reflected in the performance of the Company. The Company has harnessed the professionalism and collective industry experience of its workforce to execute its strategies and achieve extraordinary growth during the period under review. The basic structure of the Strategic Plan is shown in the diagram below:
Product Development & Management Channel Development & Management
Strategy, Performance Management & Organizational Leadership Office Environment
Office Environment OfficeProcess Environment Supply Chain
Value Flow
Enablers
Customer Conversion
Service Delivery
Collections
MTIs 8S Model
SCOPE SCAN
SIGHTS
STRATEGY
STRUCTURE
SYSTEMS
SOCIAL RESPONSIBILITY
STAFF
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Information Technology
Commercial Credit being one of the first entities among NBFIs to implement a web based ERP system with intranet and extranet capabilities could be considered a pioneer in Information Technology (IT) in the sector. This has facilitated seamless, user friendly, timely, secure and accurate information sharing among clients, employees and other external stakeholders. On this solid platform Commercial Credit has constructed a well-defined IT roadmap which is currently being pursued focusing on important areas such as research and development, connectivity and collaboration, governance and risk, service delivery and consolidation. This would enable a flow of benefits including improved information exchange, more efficient compliance with regulations and industry standards while ensuring improved value addition to the business. providers for fault tolerant connectivity and centralized voice services. The video conferencing system is evidence of this pursuit. Intranet based collaboration will be introduced shortly. In realizing synergies through connectivity, initiatives will also be taken to utilize the internet and social networking to improve communication and collaboration among all stakeholders.
Service Delivery
In an effort to increase the effectiveness and efficiency of IT as a service, globally accepted frameworks such as Information Technology Infrastructure Library (ITIL) are being implemented to ensure that a cohesive set of best practices are followed thereby creating value for the business. The introduction of an ITIL ready help desk system and ITIL trained support staff will be major components in this project.
Consolidation
In constructing an easy to manage, highly scalable, and an environmentally friendly IT service, Commercial Credit has fully embraced concepts such as virtualization and consolidation. Initiatives have been taken during the fiscal year 2011/2012 to consolidate its servers, storage and computers enabling higher data security, better utilization of resources and flexibility.
IT Au dits
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nt y n da vit tio un ecti ica d rtif e Re onn dC C an dit ions ing n t i IT Au ra enda LT mm o c e ITI R Security and Policy Disaster Recovery
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Strategic Marketing
At Commercial Credit, an organization wide commitment towards market orientation is encouraged. The essence of this approach is built into the overall business strategy, making marketing an integral part of the day to day business operations at all levels across the Company. For Commercial Credit marketing means much more than generating commercial benefits for the Company.The many marketing initiatives focusing on educating society in general based on the Companys shared values make Commercial Credit differentiated in the highly competitive market place. Strategic Marketing of Commercial Credit and Finance PLC is expected to play a pivotal role in the attainment of its long term goals and is thus well aligned with the Strategic Plan of the Company. The marketing efforts of the Company are mainly centred on brand and product development with the objective of establishing long term relationships with its valued customers and other stakeholders. modificationsand re-launching of such financial products in order to better cater to its valued customers. As per the Strategic Plan, Commercial Credit is intensively working on new product development particularly for fixed deposits, hire-purchase, pawning and micorfinance with improved features for customer convenience.
Brand Development
Enhancing brand awareness was the prime objective of the marketing strategy for the fiscal year under review and significant results were achieved in this regard. Commercial Credit employs both in-house and independent research units in evaluating advertising and promotions, the outcome of which is then used to track the progress of such marketing related activities. The substantial improvement in Top-of-theMind brand recall of Commercial Credit, according to a survey carried out by one of the leading independent market research institutions in Sri Lanka, is evidence of the effectiveness of strategies employed. The concentration in marketing campaigns both ATL (Above the Line) and BTL (Below the Line) was intensified.There was much focus on sponsoring major events. The Sirasa Cricket Carnival was a series of such events. Through this sponsorship, while the brand was widely exposed throughout the country, Commercial Credit was able to assist in the process of bringing into light the talents of a large number of youth. Commercial Credit was the Main Financial Partner for the widely popular educational exhibition, Future Minds. Here too, in addition to enhancing brand awareness, the Company was able to contribute in nurturing future leaders for Sri Lanka. Further, comprehensive brand awareness campaigns were undertaken in association with network expansion. In addition, increased attention was given during the fiscal year under consideration in improving customer loyalty and retention.
Product Development
Commercial Credit strongly believes in the need for continuous product development in respect of which much effort is being utilized in nurturing innovation within the organization. The Company employs independent evaluation techniques on a continuous basis in assessing the functionality of financial products and then carries out necessary
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Human Resources
We believe that the role of the Human Resources function is to enable people to perform at their best, in the short, medium and the longer term; continuously improving in their effectiveness while steadily moving themselves and their organization towards a set of agreed goals and objectives. At Commercial Credit, we have based our approach in fulfilling this role by empowering our people, guided by a set of strong shared values and inculcating in them a sense of purpose and a drive for excellence. While the very purpose of the existence of our Company relates to the uplifting of lives of people - people in and outside the organization, we pay close attention to employee wellbeing, training and development both professional and personal, employee performance and rewarding, and planning for the future.
Employee Wellbeing
Commercial Credit readily acknowledges the outstanding commitment and contribution of its staff which has enabled the Company to reach the lofty heights it has risen to thus far. Therefore it is fitting that we take the professional and personal concerns of our employees seriously, and willingly travel the extra mile to ensure that a good balance is maintained between office and home. We are fully committed to their personal and professional wellbeing. Through our shared values, we facilitate the leading of a balanced life and sincere guidance and counseling are continuously offered on the four Human Hungers namely: Live, Love, Learn and Leave a Legacy. Opportunities are provided for the staff to take part in sports and recreational activities for their entertainment and personnel wellbeing. Further, a pension scheme is being constructed and will be implemented subject to the necessary approvals from the concerned authorities. Employee health is also our concern. With this aspect in mind the Body Mass Index (BMI) computation for each employee which could be done automatically using the IT System each morning when he /she logs on was implemented. It is evident that this small initiative is already bearing results! Nine regional Family Days were held during the year through which the culture and Shared Values of Commercial Credit were introduced to the families of employees and they were provided with a platform to display their talents and at the same time have an enjoyable experience. The results of the employee satisfaction survey introduced as an annual exercise and carried out for the first time recently speak eloquently of the high level of appreciation of the staff for the commitment of Commercial Credit in uplifting their professional and personal lives.
My Career
Strongly Agree
My Role
Agree
My Work Environment
Disagree
My Life
Overall
Strongly Disagree
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sessions are aimed at the development of specific functional and technical skills, general IT and similar skills and soft skills. These programs are designed not only for the benefit of the Company but also for the benefit of the individuals concerned. Most of these modules have been designed and conducted by internal resource persons. With the view of nurturing future leaders and for the development of their careers, Commercial Credit conducted English language improvement programs, advanced MS Excel instruction classes at branch level, while offering sponsorships enabling staff to take part in training sessions conducted by national and international training institutions. Further, out-bound training programs were conducted and professional trainers were invited to conduct a series of lectures to the staff on a wide range of subjects.
and practical experience, and the wisdom and compassion, contained in the 7 Habits teachings a powerful force enabling personal change. Thus with the notion of uplifting the lives of people, much focus was placed on instilling the 7 Habits firmly among the employees. This would undoubtedly enable them to have a holistic and integrated approach to achieve effectiveness in each role they play in their professional and personal lives. With a view to enhancing the understanding on 7 Habits, trainers were appointed and trained together with selected staff by FranklinCovey South Asia. Further, comprehensive work shops were organized for staff, carrying presentations and discussion forums. Following this, trainers play a significant role in educating staff on 7 Habits thereby facilitating the inculcation of these habits for effectiveness in their personal as well as professional lives.
Workforce Planning
Commercial Credit forecasts the need for human resources on a timely basis and adopts a well defined strategy of staff recruitment by attracting qualified and experienced personnel. This is confirmed by continued success the workforce has delivered for the Company. Further, the Company also practices recruitment of youth with leadership traits with a view to developing personnel for leadership and operational roles in the future. In the current carder 84% of staff is in the age group of 25 -30 years.
Out bound Training - Thoutupola
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Award presented by Former Prime Minister of Malaysia Dr. Mahathir Mohamed. Award received by Mr Andrew Samuel DGM - Corporate Planning in the presence of the DGMs - Operations Mr K L A Senevirathna and Mr Sudath Jayasekara.
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Product Portfolio
Leases
Lease products of Commercial Credit offer a wide spectrum of financing options that endeavour to meet diverse needs of different types of customers seeking to drive away in their dream vehicle. The product range has served many segments of the market via the Companys wide reach and strategic allocation of resources to areas with higher potential. Plans are afoot to introduce innovative offerings through synergistic alliances with automotive dealers and insurance companies in the coming year which will bring value addition to our customers. As one of the main products offered by Commercial Credit, during the fiscal year under review leases were heavily focused on, given the increased demand for unregistered vehicles. Lease facilities were offered within the shortest possible time resulting in quick service delivery for our customers which was one of the prime differentiating factors. This was achieved by delegating decision making authority to a team of highly trained managers at different levels of the organization and a set of well thought out processes while the efficiencies in the IT systems significantly contributed to reducing paper work. The number of customers serviced as at end of the year was 9,456 compared to 6,713 at the commencement of the period. Commercial Credit foresees the challenges that the leasing industry will be confronted with during the next financial year in the changed macro-economic environment and is focused on minimising the resulting adverse effects on our business. Further, there will be greater focus on the different customer segments making sure that funds are optimally utilised for better yields. Commercial Credit will further develop affiliations with vehicle importers with a view to neutralising the possible increased competition and adverse effects resulting from the changes in the macro-economic environment.
Microfinance
The Microfinance product caters specifically to women entrepreneurs who have little or no access to normal channels of banking, with the objective of uplifting their lives which is directly aligned to the organisational purpose of Commercial Credit. It is evident that in many ways the product has contributed towards the uplifting of the lives of disadvantaged groups of society going beyond simply meeting a single need of a financial arrangement, thereby creating a win-win situation for both customers and the Company. Microfinance customer base of the Company stood at 105,153. In order to instill the savings habit among the Microfinance segment, Commercial Credit and Finance PLC introduced a Fixed Savers Deposit scheme and is will be unveiling a housing loan scheme for customers, which would assist towards realizing their dreams of a house of their own. Commercial Credit and Finance PLC is determined to substantially increase the Microfinance customer base and loan portfolio during the next financial year, which would be facilitated with the introduction of new financial products. The Company is considering opportunities available in Microfinance outside Sri Lanka in the Asian region, in which our expertise can be employed and we believe this will bring immense benefits to these communities as well as to the Company. With the aim of improving the effectiveness of our Microfinance operations Commercial Credit is planning to obtain a rating from M-CRIL (Micro-Credit Ratings International Limited) who are the pioneers in Social Rating for Microfinance Institutions.
Pawning
Being one of the newest products introduced to the portfolio of Commercial Credit, pawning recorded a satisfactory growth in its portfolio and related income during the year. The Companys product and service proposition was able to cater to an increasing demand despite an upward revision in market interest rates. Having commenced in September 2011 with 11 locations, the Company has made pawning advances amounting to Rs. 295 million and had a pawning portfolio of Rs. 143 million as at the end of the fiscal year under review. The prime factor that differentiates Commercial Credit in the discipline of pawning is indisputably the customer friendly service delivery and the provision of the highest advances. Commercial Credit plans to extend its pawning centers up to 50 locations during the next financial year and is aiming to convert the product to one of our important business lines. Novel pawning products to be introduced will carry attractive features while offering high advances. An easy payment scheme in particular will be unveiled to the market
Hire Purchase
The Company has several pioneering products in the hire purchase market which have enjoyed continued success. The market opportunities for these products have vastly improved with the increase in demand for registered vehicles. The Quick Cash product in particular was further refined in terms of administration and documentation where customers are served with the appropriate financial solutions in the shortest possible time with a benchmark standard of one hour. The total number of hire purchase customers as at year end was 4,592. Commercial Credit will increase its focus on the hire purchase segment in order to capitalise on the enhanced potential in this category of product given the changes in the macro environment.
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enabling customers to purchase jewelry. Further, Commercial Credit will establish dedicated pawning centres in selected areas that hold the potential in assisting customers to resolve their unexpected cash requirements.
Loans
Cash loans are specifically designed to meet urgent cash needs with features such as speedy processing and flexible repayment terms. A substantial growth in cash loans was witnessed during the year with a growth in the customer base of 76%. Education loans are granted for both local and international educational purposes, where the borrower may be either the student or the parent. The product has been well received and undoubtedly addresses a need in the market which is demonstrated by the considerable growth achieved in this portfolio and it is evident that it possesses much potential. Financing Small and Medium Enterprises (SMEs) gathered further momentum during the fiscal year under review with the launch of Revolving Business Loans. The product has attained considerable success during the fiscal year 2011/2012 thus encouraging grass level enterprises which are unable to obtain facilities from traditional banking institutions. Special attention was paid to customer service levels related to these products offering increased convenience where the processing time were greatly reduced with the employment of well thought out processes and the delegation of authority among well trained officers which was further supported by the advanced Management Information System (MIS).
providing sound investment advice. During the fiscal year under evaluation, the number of investment officers was considerably increased to cater to the growing demand for their services and to ensure increased depositor convenience. Further, Commercial Credit remained extremely flexible in the provision of customized value added services thereby catering to different requirements of its valued depositors.
Fixed Deposits
Commercial Credit and Finance PLC accepts fixed deposits from the public which is its major source of funding, for which interest is paid on a monthly basis or at maturity at the depositors discretion. Fixed deposits are accepted for periods ranging from one month to five years. The fixed deposits base has increased to 11,180 depositors from 7,731 recorded as at the end of the prior fiscal year. Further, the fixed deposits retention ratio for the year under evaluation was significantly increased compared to the previous years retention ratio. With the objective of passing the maximum benefit to its loyal depositors, Commercial Credit offers the highest interest rates permitted by the periodic directives of the Central Bank of Sri Lanka. Much of the success of the growth in fixed deposits is owed to the well trained and motivated staff responsible for serving the depositors who cater to the investment needs of individuals and institutions by
COMMERCIAL CREDIT AND FINANCE PLC ANNUAL REPORT 2011/2012
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Service Network
The Company accelerated the development of its network reach during the year, in order to provide convenient access to customers across the island. Currently, the Company operates offices at 26 locations and plans are in place to introduce 22 more during the next financial year, with greater focus on areas of lower penetration such as the North and the East. The necessary approvals have been obtained from the Central Bank of Sri Lanka for this expansion. New locations will be equipped with the latest infrastructure to ensure a conducive working environment for employees and better customer service delivery.
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Service Network
Head Office No. 106, Yatinuwara Veediya, Kandy. Tel: 081 2234976 Ampara No. 40, A, Regal Junction, Ampara. Tel: 063 2224232 Anuradhapura No. 272, Maithripala Senanayake Mawatha, Anuradhapura. Tel: 025 2225743 Avissawella No. 72, Yatiyanthota Road, Avissawella. Tel: 036 4926366 Badulla No. 262, Lower Street, Badulla. Tel: 055 2224803 City Office No. 45, Dharmapala Mawatha, Colombo 07. Tel: 011 4655655 Dambulla No. 360, E, Matale Road, Dambulla. Tel: 066 228350 Dehiattakandiya No. 10, Opposite Bank of Ceylon, Dehiyattakandiya. Tel: 027 2250241 Embilipitiya No. 53, Hayesha Building, Main Street, Embilipitiya. Tel: 047 2261831 Galenbindunuwewa No. 131, Sippikulama Road, Galenbindunuwewa. Tel: 025 2258530 Galle No. 14, Dickson Road, Galle. Tel: 091 2233134 Galnewa No. 13, Jaya Mawatha, Galnewa. Tel: 025 2269070 Gampaha No. 06, Mangala Road, Gampaha. Tel: 033 2232233 Hingurakgoda No. 01, Medirigiriya Road, Hingurakgoda. Tel: 027 2245506 Kuliyapitiya No. 82, Kurunegala Road, Kuliyapitiya. Tel: 037 2282233 Kurunegala No. 53, Ground Floor, Rajapihilla Road, Kurunegala. Tel: 037 2231312 Maharagama No. 189, Old Road, Maharagama. Tel: 011 2848021 Mahiyanganaya No. 24, New Town, Mahiyanganaya. Tel: 055 2257461 Matara No. 12 B, Nisali Mandiraya Akuressa Road, Nupe, Matara. Tel: 041 2232615 Moratuwa No. 115, New Galle Road, Moratuwa. Tel: 011 2642508 Negombo Greens Road, Negombo. Tel: 031 2222325 Nugegoda No. 231, High Level Road, Nugegoda. Tel: 011 2815830 Nuwara Eliya No. 50, Kandy Road, Nuwara Eliya. Tel: 052 2234841 Ratnapura No. 126 B, Bandaranayaka Mawatha, Ratnapura. Tel: 045 2232820 Thambuththegama No. 150, Opposite Public Fair, Thambuththegama. Tel: 025 2275558 Wennappuwa NPS Building, Chilaw Road, Wennappuwa. Tel: 031 2252407
Proposed Locations
Ambalangoda No. 57, Galle Road, Ambalangoda. Bandarawela No. 258, 2nd Floor, Badulla Road, Bandarawela. Jaffna No. 62/20, Stanly Road, Jaffna. Ambalanthota No. 110, Main Street, Ambalanthota. Polonnaruwa No. 15, Batticaloa Road, Kaduruwela. Puttlam No. 136 B, Kurunegala Road, Puttlam. Monaragala No. 5, 2nd Floor, Wellawaya Road, Monaragala. Nawalapitiya No. 31, Dolosbage Road, Nawalapitiya. Kilinochchi No. 247 A, A-9 Road, Kilinochchi. Wattala No. 175/B, Negombo Road, Wattala. Kurunegala No. 24, Negombo Road, Kurunegala Kegalle No. 498, Kandy Road, Kegalle. Nelliady No. 146/2, Moanhans, Jaffna Road, Nelliady. Kantale No. 72, Mahaweediya, Kantale. Trincomalee No. 152, Central Road, Trincomalee. Vavuniya No. 149/2, Goodshed Road, Vavuniya. Mannar No. 13, Hospital Road, Mannar. Padaviya No. 386/A, Padavi Parakramapura. Kalutara No. 429, Galle Road, Kalutara North. Bandaragama No. 51/1/2, Horana Road, Bandaragama. Matale No. 11, Vihara Road, Matale. Batticaloa No. 428/1, Trincomalee Road, Batticaloa.
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Interest Income
During the financial year 2011/2012 Commercial Credit experienced a year on year growth in interest income amounting to 122%, from Rs. 1,113 million to Rs. 2,470 million. The key contributor to the interest income was interest on loans which grew by 214% from Rs. 451 million to Rs. 1,415 million while accounting for 57% of total interest income. Interest on lease and hire purchase grew by 46% and 63% respectively and interest income from other sources increased from Rs. 35 million to Rs. 80 million. The contribution to total interest income of interest on leases and hire purchase dropped from 24% and 32% in 2010/2011 to 16% and 23% in 2011/2012 respectively.
[Interest Income]
Millions (Rs.) 1500 1200
2010/2011
900
2011/2012
Total Assets
Commercial Credit experienced a growth in total assets amounting to 96% reaching a level of Rs. 10.5 billion as at the end of the fiscal year under review compared to Rs. 5.4 billion in the preceding fiscal year. Out of the total asset base 87% accounted for interest earning assets as at year end compared to 86% at the commencement of the period. From the year-end total assets of the Company, lease assets accounted for 19% compared to 16% at the end of the prior fiscal period. Microfinance accounted for 26% of the total assets of Commercial Credit as at the end of the financial year under review compared to 20% as at prior year end. . Hire purchase contributed 20% of the total assets of the fiscal year end 2011/2012 compared to 30% of the previous year.
600 300 0
Leases
Loans
Hire Purchase
Land Finance
Treasury Bills
Bank Deposits
[Total Assets]
2011/2012 2010/2011
Loans and Advances Real Estate and Vehicle Stock Investment Property
Lease
Hire Purchase
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2007/2008
2008/2009
2009/2010
2010/2011
2011/2012
Interest Expenses
The financial year under review marked a year on year growth of 70% in interest expenses compared to the growth of 98% in the fiscal year 2010/2011. Interest expenses on deposits obtained from the public grew from Rs. 384 million to Rs. 599 million during the year, marking an increase of 56% while interest on borrowings from financial institutions grew from Rs. 26 million to Rs. 100 million, which is an increase of 284%. The increase in the market interest rates over the year and the increase in customer deposits and bank borrowings obtained to finance the growth in lending activities contributed to this increase.
Profitability
Resulting from the growth of the asset base and the NIM, the Company recorded an exceptional year of profitability in 2011/2012.
[Profitability]
Millions (Rs.) 1800 1440 1080 720
[Interest Expenses]
Millions (Rs.) 400 320
360 240
2010/2011 2011/2012
0 2007/2008 2008/2009 2009/2010 2010/2011 Net Interest Income Profit/ (Loss) Before Taxation 2011/2012
160 80 0
Savers Deposits
Loans
Bank Overdrafts
Finance Leases
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The Return on Assets (ROA) achieved by Commercial Credit for the fiscal year 2011/2012 was 13.7% which is well above the industry average which stood at 3.3%. The substantial growth in ROA was chiefly brought about by the higher Profit Before Tax (PBT) amounting to 345%, from Rs. 244 million to Rs. 1,085 million, compared to the increase in total average assets which was 108%. This amply reflects the effective utilization of resources in generating income well above the industry average. The Profit After Tax increased from Rs. 60 million in the year 2010/2011 to Rs. 758 million in the fiscal year 2011/2012.
[Shareholders Funds]
Millions (Rs.) 1200 960 720 480 240 0 2007/2008 2008/2009 2009/2010 2010/2011 2011/2012
[Return on Assets]
(%) 14.0 11.2 8.4 5.6 2.8 0.0 2007/2008 2008/2009 2009/2010 2010/2011 2011/2012
[Return on Equity]
(%) 100 80 60 40 20 0 2007/2008 2008/2009 2009/2010 2010/2011 2011/2012
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55
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Corporate Governance
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Corporate Governance
Corporate Governance defines the decision-making systems and structure through which a company is managed in the best interest of its stakeholders. It is a powerful tool for influencing the behavior of companies and for protecting investors, while good Corporate Governance helps improve public understanding of the structure and activities of the company. We recognise that controls and procedures play an integral part in maintaining high standards, and that transparency, disclosure, financial controls and accountability are the pillars of any good system of Corporate Governance. Commercial Credit and Finance PLC, is committed to high standards of Corporate Governance and we are constantly seeking ways to making our Corporate Governance even more effective and reliable.
Board of Directors
The Board of Directors of the Company comprises of eight members who jointly provide strategic leadership and direction to the Company. The Companys Board of Directors consists of professionals in varied fields who collectively possess a vast wealth of knowledge and experience, and are thus eminently suitable to provide the leadership and direction required. One Third of the Directors retire by rotation at each Annual General Meeting and those eligible are recommended for re-election. The Board meets approximately once a month, and as and when the need arises to discuss any prevailing issues, to take appropriate action in achieving the results and to review the financial performance of the Company. In accordance with the Listing Rules of the Colombo Stock Exchange, the Board has constituted two Sub Committees, namely, the Audit and the Remuneration Committees, in addition to which an Integrated Risk Management Committee has been formed in accordance with the requirement of the Directives of the Central Bank of Sri Lanka constituting of members of the Board and Senior Management. A Statement of Directors Responsibility for the preparation of Financial Statements is set out on page 79 of this Report.
COMMERCIAL CREDIT AND FINANCE PLC ANNUAL REPORT 2011/2012
58
Mr C Perera Chairman Mr R S Egodage Mr G G Hemachandra Mr H S K Gunaratne Mrs G R Egodage Mr T Someswaran Mr M S D Pinto Dr. (Mrs) E Fernando (Appointed w.e.f 11.01.2012) Mrs V W Fernando Resigned w.e.f 31.12.2011
Non-Executive Independent Executive Executive Non-Executive Independent Executive Non-Executive Independent Non-Executive Independent Non-Executive Independent Executive
12 12 12 12 12 12 10 4 8
12 12 8 11 12 9 10 4 8
8 9 10 -
2 2 2 -
Company Secretaries
Jacey & Company provides corporate secretarial services to the Company. The Company Secretaries play a key role in compliance matters by ensuring that the Company complies with the requirements of the Companies Act No. 7 of 2007, the Rules of the Colombo Stock Exchange and other regulatory bodies. The Secretaries also ensure that Board procedures are followed and information is provided to shareholders on a timely basis.
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The following table indicates the status of compliance as per section 07 of the Listing Rules of the Colombo Stock Exchange.
Rule No. 7.10.1 7.10.2 Subject Non-Executive Directors Independent Directors Applicable requirement At least 1/3 of the total number of Directors should be Non-Executive Directors at the immediately preceding Annual General Meeting At least 1/3 of Non - Executive Directors should be independent Of the eight Directors Mr C Perera, Mr H S K Gunaratne, Mr T Someswaran, Mr M S D Pinto and Dr. (Mrs) E Fernando are Independent Directors Each Non-Executive Director should submit a declaration of independence/non independence in the prescribed format 7.10.3 Disclosure relating to Directors Names of Independent Directors should be disclosed in the Annual Report The Board shall make a determination annually as to the independence or non independence of each Non-Executive Director based on the Declaration A brief resume of each Director should be included in the Annual Report and should include the Directors areas of expertise 7.10.5 Remuneration Committee A listed company shall have a Remuneration Committee and shall comprise of NonExecutive Directors a majority of whom will be independent Complied Please refer page no. 77 in this Annual Report Complied Complied Compliance Status Complied
7.10.6
Audit Committee
A Listed entity shall have an Audit Committee comprising of Non-Executive Directors a majority of whom shall be independent A Non-Executive Director shall be appointed as the Chairman of the Audit Committee Unless otherwise determined by the Committee the Chief Executive Officer and the Chief Financial Officer shall attend Audit Committee Meetings The Chairman or one member of the Committee should be a member of a recognized professional accounting body Complied Please refer page no. 76 in this Annual Report
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The Companys compliance with the Code of Best Practice on Corporate Governance issued jointly by the Institute of Chartered Accountants of Sri Lanka (ICASL) and the Securities and Exchange Commission (SEC) and the Listing Rules of Colombo Stock Exchange (CSE).
Compliance Status
Extent of Adoption
A.1 The Board The Company should be headed by a Board, which should direct, lead and control the Company. The Board consists of professionals in Finance, Accounting, Management, Information Technology, Marketing, Human Resources and Business Leadership. All Directors possess the skills, experience and knowledge complemented with a high sense of integrity and independent judgment. Their leadership skills, direction provided and controls put in place ensure the achievement of the objectives of the Company set out in the corporate plan and the budget which aim to satisfy the expectations of all stakeholders. Board Meetings A 1.1 Compliant 12 Board Meetings were held during the year at approximately monthly intervals and details of meetings and individual attendance are provided on page no. 59 in this Annual Report The Board of Directors is responsible for strengthening the safety and soundness of Commercial Credit and Finance PLC by ensuring good governance and compliance with rules and regulations. Further the Board of Directors ensures the formulation and the implementation of a sound business strategy execution of which is facilitated by the skills and experience of the Chief Executive Officer and the management team, prudent management of risks by the employment of appropriate risk management systems while ensuring integrity of information, existence of effective internal controls and effective management of stakeholder interests.
A 1.2
Compliant
Compliance with laws and access to Independent professional advice Advice and Services of the Company Secretary Independent judgment of Directors Dedication of adequate time and effort for matters of the Board Training for new and existing Directors
A 1.3
Compliant
There is a procedure agreed to by the Board of Directors to obtain Independent Professional Advice where necessary at the Companys expense.
A 1.4
Compliant
All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board in ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Members of the Board bring Independent Judgement with regard to issues on performance, strategy, resources and standards of business conduct. Adequate time and effort are utilised by members of the Board in ensuring that the duties and responsibilities owed to the Company are satisfactorily discharged and Sub Committee meetings being Integrated Risk Management Committee, Audit Committee and Remuneration Committee are attended by members of the Board of Directors. Sufficient knowledge sharing opportunities are made available for both new and existing members of the Board of Directors on Company and Industry related matters on a timely basis and the Board is kept informed on a continuous basis with regard to Industry specific matters and regulatory updates.
A 1.5
Compliant
A 1.6
Compliant
A 1.7
Compliant
A.2 Chairman and Chief Executive Officer (CEO) There is a clear separation in the duties of the Chairman and Chief Executive Officer to ensure a balance of power and authority, in such a way that any individual has no unfettered power in decision making. The role of the Chairman and Chief Executive Officer is functioning separately at Commercial Credit and Finance PLC. The provision of direction, leadership and managing the work of the Board are regarded as the responsibilities of the Chairman in ensuring that the Board functions effectively and performs both the intended regulatory and legal responsibilities. Execution of the business operations of the Company with the assistance of the Corporate Management is regarded as the primary role of the Chief Executive Officer.
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Corporate Governance Principle Division of responsibilities of the Chairman and Chief Executive Officer
Compliance Status
Extent of Adoption
A 2.1
Compliant
The role of the Chairman and the Chief Executive Officer is not combined. The Chairman functions as an Independent Non-Executive Director whereas the Chief Executive Officer serves as an Executive Director in ensuring balance of power and authority such that no one individual has unfettered power in decision making.
A.3 Chairmans Role The provision of leadership and managing the Board are prime elements of the role of the Chairman in ensuring that the Board does discharge both of its legal and regulatory responsibilities in full. He preserves order and facilitates the effective discharge of the functions of the Board. The Chairmans role includes the responsibilities of ensuring; - that members of the Board of Directors are sufficiently encouraged to make effective contribution with in their respective capabilities for the benefit of the Company - a balance of power between Executive and Non-Executive Directors is maintained - the views of Directors on issues under consideration are ascertained - the Board is in complete control of the Companys affairs and alert to its obligations to all shareholders and other stakeholders
A 3.1
Compliant
A.4 Financial Acumen The Board should ensure the availability within it of those with sufficient financial acumen and knowledge to offer guidance on matters of finance. Availability of sufficient Financial Acumen and Knowledge A.4 Compliant Directors profiles are given on pages 26 to 28 in this Annual Report.
A.5 Balance of the Board It is recommended to have a balance of Executive and Non-Executive Directors such that no individual or small group of individuals can dominate the decision making of the Board. Presence of NonExecutive Directors Independent Directors Independence evaluation review Signed declaration of Independence Determination of independence of the Directors by the Board Senior Independent Director Confidential discussion with the Senior Independent Director Meeting of NonExecutive Directors Recording of concerns in Board Minutes A 5.1 A 5.2 A 5.3 Compliant Compliant Compliant 5 of the 8 Directors of Commercial Credit and Finance PLC are Non-Executive Directors which is above the standard defined by the Code. All 5 Non-Executive Directors are Independent. All 5 Independent Directors are independent of management and free of any business or other relationship that could materially interfere with the exercise of their unfettered and independent judgment. Non-Executive Directors have made written submission as to their independence. The Board has determined that the submission of declarations by the Non-Executive Directors as to their independence is a fair representation and will continue to evaluate annually. Not applicable as the role of the Chairman and the Chief Executive Officer is separated.
A 5.4
Compliant
A 5.5
Compliant
A 5.6
A 5.7
Not applicable as the role of the Chairman and the Chief Executive Officer is separated. Chairman meets with Non-Executive Directors without the presence of Executive Directors as and when it is necessary. There were no matters of special concern raised by the Directors during the year that need to be recorded in the Board Minutes.
A 5.8 A 5.9
Compliant Compliant
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Compliance Status
Extent of Adoption
A.6 Supply of Information The Board should be provided with timely information in a form and of a quality appropriate to enable it to discharge its duties. Information to the Board by the Management Adequate time for effective Board Meetings A 6.1 Compliant Management provides the Board with appropriate and timely information and additional information as requested by the Board from the management where necessary and the Chairman ensures all Directors are briefed on the issues arising at Board Meetings. The minutes, agenda and papers required for Board Meetings are provided to Directors at least 7 days before the meeting.
A 6.2
Compliant
A.7 Appointments to the Board In terms of the Companys Articles of Association a Director may be appointed by ordinary resolution passed at a meeting called for the purpose. Nomination Committee A Nomination Committee is not appointed. The Board collectively finalises decisions with regard to selection of new Directors and such process is regarded to be much meaningful as Directors could collectively evaluate any need for a new Director appointments in better managing the new strategic challenges encountered that demand new expertise which is lacking at the Board level. The Board of Directors collectively assesses the Board composition in deciding the adequacy of the combined experience and knowledge in successfully addressing the strategic demands encountered by the Company where such findings are made use of in determining new Board appointments and re-appointments. A brief resume of each new Director appointed is forwarded to the Central Bank of Sri Lanka and Colombo Stock Exchange in addition such information is revealed in the Annual Report of the Company. Public announcements are made for the notice of interested parties and the Colombo Stock Exchange is informed duly with regard to any change of information provided by Directors.
A 7.1
Compliant
Assessment of Board
A 7.2
Compliant
A 7.3
Compliant
A.8 Re-election The Code requires all Directors to submit themselves for re-election at regular intervals and at least once in every three years. Appointment of NonExecutive Directors Re-election by the shareholders A 8.1 A 8.2 Compliant Compliant Requirement is specified in the Articles of the Company. Requirement is specified in the Articles of the Company.
A.9 Appraisal of Board Performance to ensure the Boards responsibilities are satisfactorily discharged Annual appraisal of Board performance and that of its Committees
Compliant
A.10 Disclosure of Information in respect of Directors The Code requires that the details in respect of each Director to be disclosed in the Annual Report for the benefit of the shareholders. Details in respect of Directors A 10.1 Compliant Details of the members of the Board of Directors are provided in this Annual Report.
A.11 Appraisal of CEO The Code requires the Board to assess the performance of the Chief Executive Officer (CEO) at least annually to ascertain the degree to which the CEO met the pre-set financial and non-financial targets. Financial and nonfinancial targets for CEO A 11.1 Compliant At the beginning of every fiscal year performance targets for the Chief Executive Officer are set which are aligned with the short, medium and long term strategic objectives of the Company.
COMMERCIAL CREDIT AND FINANCE PLC ANNUAL REPORT 2011/2012
63
Compliance Status
Extent of Adoption
A 11.2
Compliant
The performance of the Chief Executive Officer is evaluated by the Remuneration Committee at their meetings and the minutes of such meetings are made available to the Board. The Board decides on the remuneration of the Chief Executive Officer based on his performance as recommended by the Remuneration Committee.
Directors Remuneration B.1 Remuneration Procedures The Code requires companies to have a formal and transparent procedure for developing policy on executive remuneration and fixing the remuneration packages of individual Directors and also recommends that no Director should be involved in deciding his/her remuneration in order to avoid the self review threat. Remuneration Committee Composition of the Remuneration Committee Remuneration of Non-Executive Directors Consultation of the Chairman and access to Professional Advice B 1.1 B.1.2 & B. 1.3 Compliant The Remuneration Committee is responsible for making recommendations to the Board, with regard to the remuneration of the Executive Directors. Please refer the Remuneration Committee Report on page no. 77 in this Annual Report. The Board as a whole determines the remuneration of Non-Executive Directors and they are offered a fee for serving on the Board of the Company and an additional fee for either chairing or being a member of its Committees. A related Board approved procedure is in place.
Compliant
B.1.4
Compliant
B.1.5
Compliant
B.2 The Level and Make up of Remuneration Levels of remuneration of both Executive and Non-Executive Directors should be sufficient to attract and retain the Directors needed to run the Company successfully. The proportion of remuneration of Executive Directors is linked to corporate and individual performance. Level and make up of remuneration of Executive Directors Remuneration of the Non-Executive Directors B.2.1 to B.2.8 Compliant The Remuneration Committee takes in to consideration the salary and the benefits paid to similar positions in other organizations, when determining the level of remuneration to be paid to Executive Directors. The contribution made towards the success of the activities of the Board by the Non-Executive Directors is considered when recommending their fees.
B.2.9
Compliant
B.3 Disclosure of Remuneration The Code requires the company to disclose in its Annual Report the details of the remuneration paid and the remuneration policy. Disclosure of Directors remuneration in the Annual Report. B.3.1 Compliant The Remuneration Committee report setting out the policy of the Committee is given on page no. 77 in this Annual Report. The Remuneration paid to the Board of Directors is disclosed on page no. 72 in this Annual Report.
C. Relations With Shareholders C.1 Constructive use of the Annual General Meeting (AGM) and conducting of General Meetings The Code requires the Board to use the Annual General Meeting to communicate with shareholders and encourage their active participation. In this regard all shareholders of the company receive the Notice of Meeting within the statutory due dates. Use of proxy votes Separate resolution for all separate issues Availability of all Board Sub Committee Chairmen C.1.1 C.1.2 Compliant Compliant Proxy form will be circulated along with the Notice of Meeting. A separate resolution is proposed for each substantially separate issue The Chairmen of the Board, Audit Committee, Integrated Risk Management Committee and Remuneration Committee are present at the AGM to answer the questions raised by shareholders.
C.1.3
Compliant
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Corporate Governance Principle Adequate notice of the AGM to shareholders together with the summary of the voting procedure
Compliance Status
Extent of Adoption
Compliant
The Notice of Meeting is sent along with the Proxy form to shareholders 15 working days prior to the date of the AGM as required by statute. The summary of the voting procedure is mentioned in these documents.
C.2 Major Transactions Directors are required to disclose to shareholders all proposed material transactions which would materially alter the net asset position of the company. Major transactions C.2.1 Compliant During the year there were no major transactions as defined by Section 185 of the Companies Act No. 7 of 2007.
D. Audit and Accountability D.1 Financial Reporting The Board is required to present a balanced and understandable assessment of the Companys financial position, performance and prospects. Reports to the public, and Regulatory & Statutory reporting Directors report in the Annual Report Statement of Directors and Auditors responsibility for the financial statements Management Discussion and Analysis Declaration by the Board that the business is a Going Concern. Summoning an EGM to notify serious loss of capital The financial statements of Commercial Credit and Finance PLC are prepared and presented in compliance with the requirements of the Companies Act No. 7 of 2007, Finance Business Act No 42 of 2011 and Sri Lankan Accounting Standards. These financial statements also comply with reporting requirements prescribed by the regulatory authorities such as Central Bank of Sri Lanka, Colombo Stock Exchange, Securities and Exchange Commission. Report of the Directors is given on pages 71 to 73 in this Annual Report. Statement of Directors responsibility for financial statements is given on page no. 77 in this Annual Report. Report of the Auditors enumerate their responsibilities in their report on the financial statements.
D.1.1
Compliant
D.1.2
Compliant
D.1.3
Compliant
D.1.4
Compliant
The Management Discussion and Analysis is given on pages 38 to 56 in this Annual Report.
D.1.5
Compliant
The declaration is given in the statement of Directors responsibility for financial reporting on page no. 79 in this Annual Report.
D.1.6
Compliant
Likelihood of such occurrence is remote. However should the situation arise an EGM will be called for and shareholders will be notified.
D.2 Internal Control The Code requires the Board to have a sound system of Internal Controls to safeguard shareholders investments and the companys assets. Annual evaluation of the Internal Control System Internal Audit Function The Company has established a comprehensive framework of policies and procedures which are regularly reviewed and updated. The Companys Audit Committee ensures that there is an effective Internal Control and Financial Reporting System. The Company has obtained a certification from the External Auditors in this regard. The Internal Audit function has been out-sourced and is carried out by two firms of Chartered Accountants.
D.2.1
Compliant
D.2.2
Compliant
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Compliance Status
Extent of Adoption
D.3 Audit Committee The Code requires the Board to have formal and transparent arrangements in selecting and applying the accountings policies, financial reporting and internal control principles and maintaining an appropriate relationship with the companys External Auditors. Composition of the Audit Committee Duties of the Audit Committee - Ensuring the objectivity and independence of External Auditors Terms and reference of Audit Committee Disclosure of the Audit Committee The Audit Committee of Commercial Credit and Finance PLC consists of three members, all of whom are Independent Non-Executive Directors. The Committee operates within clearly defined terms of reference. Details of the Committee members, invitees and the Secretary are mentioned in the Audit Committee Report.
D.3.1
Compliant
D.3.2
Compliant
The duties of the Audit Committee are mentioned in the Audit Committee Report on page no. 76 in this Annual Report.
D.3.3 D.3.4
Compliant Compliant
Audit Committee functions within its terms of reference. The names of the members of the Audit Committee are given on page no. 76 in this Annual Report.
D.4 Code of Business Conduct & Ethics Code of Business Conduct & Ethics Affirmation by the Chairman that there is no violation of the Code of Conduct & Ethics D.4.1 Compliant The Code of Business Conduct and Ethics of the Company has been approved by the Board.
D.4.2
Compliant
The Chairman hereby confirms that no major violations of the Code of Business Conduct and Ethics have been brought to his notice.
D.5 Corporate Governance Disclosure The company should disclose the extent of adoption of best practices in Corporate Governance. Disclosure of Corporate Governance D.5.1 Compliant This requirement is met through the disclosures related to Corporate Governance made in this report.
E. Institutional Investors E.1 Institutional Shareholders are required to make considered use of their votes and encouraged to ensure their voting intentions are translated into practice Communication with shareholders E.1.1 Compliant AGM is used to have an effective dialogue with the shareholders on matters which are relevant and of concern to the general membership.
E.2 Evaluation of Corporate Governance Disclosures Institutional Investors are encouraged to give due weight to all relevant factors in Board structure and composition. Corporate Governance disclosures E.2 Complaint Institutional investors have the opportunity to use the AGM to raise relevant issues which have come to their attention.
F. Other Shareholders F.1 Investing/Divesting Decision Individual Shareholder Individual Shareholders voting F.1 F.2 Compliant Compliant If the need arises individual shareholders are encouraged to carryout adequate analysis or seek independent advice on investing or divesting decisions. Individual shareholders are encouraged to participate at General Meetings and exercise their voting rights.
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2. The Responsibilities of the Board of Directors The Board of Directors discharges its responsibilities in a manner that Commercial Credit and Finance PLC is provided with proper direction and sound leadership. Further, the Board of Directors ensures the formulation and the implementation of sound business strategies the execution of which are facilitated by the skills and experience of the Chief Executive Officer and the management team, prudent management of risks by the employment of appropriate risk management systems while ensuring integrity of information, existence of effective internal controls and effective management of stakeholder interests. Areas requiring improvements are: 2. 1(b) Linking overall strategy and the risk policy; addressing risks arising from approved strategy and proposed methods to meet the same. 2. 1(c) IRMC to present reports of findings to the Board and reporting process to be strengthen to cover all risks. 2. 1 (d) Report to be submitted to the Board on actual implementation of Stakeholder Communication Policy. 2. 1 (e) Implementation of findings from review of the Companys Internal Control Systems and Management Information System. 2. 1 (i) Discussion of weaknesses identified and implementation of changes arising from self evaluations of the Board Members. Chairman and the Chief Executive Officer are appointed by the Board and the functions and responsibilities of the said designations are separated and further defined and approved by the members of the Board of Directors. There is a procedure agreed to by the Board of Directors to obtain Independent Professional Advice where necessary at the Companys expense. Procedures have been put in place to avoid conflicts of interest and Directors abstain from voting when matters in which key or any of his relatives or a concern in which he has substantial interest is discussed. A formal schedule of matters specifically reserved for the Board is in place. No such situation is foreseen. This requirement is served by this report. Each Director provides an annual self assessment.
Compliant
2. Chairman and Chief Executive Officer 3. Independent Professional Advice 4. Conflict of Interests 5. Formal schedule of matters 6. Situation of Insolvency 7. Corporate Governance Report 8. Annual self assessment by the Directors 3. Meetings of the Board 9. Board Meetings
2. (2)
Compliant
2. (3)
Compliant
2. (4)
Compliant
3. (1)
Compliant
12 Board Meetings were held during the year at approximately monthly intervals and details of meetings and individual attendance are provided on page no. 59 in this Annual Report. Agendas of regular meetings are included with proposals from all Directors with regard to promotion of business and management of risks and other relevant areas to the progression of the Company. Meaningful discussions are facilitated at both Board Meetings and other meetings where adequate time and at least 7 days of notice is given for Directors prior to the Board Meeting and further sufficient time period is offered in studying the relevant papers and proposals. This situation has not arisen.
COMMERCIAL CREDIT AND FINANCE PLC ANNUAL REPORT 2011/2012
3. (2)
Compliant
3. (3)
Compliant
3. (4)
Compliant
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Corporate Governance Principle 13. Board Secretary 14. Agenda for Board Meetings 15. Access to Secretary by Directors 16. Minutes of the Meeting 17. Details of Minutes 4. The Boards Composition 16. Number of Directors 17. Period of service of a Director 18. Appointment of an employee as a Director 19. Independent NonExecutive Directors 20. Alternative Director 21. Credibility, skills and experience of Non-Executive Directors 22. Presence of NonExecutive Directors in Board Meetings 23. Details of Directors 24. Appointment of new Directors 25. Appointment to fill a Casual Vacancy 26. Resignation/removal of a Director
Commercial Credits Level of Compliance In carrying out the secretarial functions and other functions required by the statutes the Board has appointed the Board Secretary. Company Secretary prepares the agenda for the Board meeting and the Chairman approves the same. All the Directors have access to advice and services of the Company Secretary with a view to ensuring that Board procedures and all applicable laws, directions, rules and regulations are followed. The Company Secretary maintains the Minutes of Board Meetings and such Minutes are open for inspection by any Director. Minutes of the Board Meetings are maintained in sufficient detail by the Board Secretary.
3. (7)
Complaint
3. (8) 3. (9)
Complaint Complaint
4. (1) 4. (2)
Complaint Complaint
The Board comprises of 8 Directors. There was one Non-Executive Director who had served on the Board for more than 9 years and he was appointed as an Executive Director with the approval of the Central Bank of Sri Lanka. Executive Directors were appointed subject to the provisions of this Direction. 5 out of 8 Directors are Independent Non-Executive Directors. No such situation has arisen during the financial year. Profiles of the Non-Executive Directors are included on pages 26 to 28 in this Annual Report. Except for months of April, May and October 2011 the Non-Executive Directors were more than 50% of the quorum. Details of Directors are included on pages 26 to 28 in this Annual Report. The Board has a formal and transparent procedure in place when appointing Directors and for their succession. Directors appointed to fill a casual vacancy are subject to election at the first General Meeting after such appointment. The Board announces such situations to the shareholders at the AGM and Directors resignations and the reasons for such resignations are duly informed to the Central Bank of Sri Lanka and Colombo Stock Exchange.
4. (11)
Complaint
5. Criteria to Assess the Fitness and Propriety of Directors 27. Directors over 70 Years of age 28. Holding in office in more than 20 Companies 5. (1) Complaint None of the Directors have reached the age of 70 years except for one Director who was over the age of 70 years resigned with effect from on 31.12.2011. No Director holds Directorship in more than 20 Companies/Societies and no Director holds office of a Director or any other equivalent position in more than 10 Companies that are classified as Specified Business Entities in terms of the Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995.
5. (2)
Complaint
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Rule Reference
Compliance Status
6. Management Function Delegated by the Board 29. Delegation of work to the management Evaluation of the delegation process 6.(1) 6.(2) Complaint Complaint The Board has not delegated any matters to an extent that will impair their ability as a whole to discharge their functions. The delegation process is periodically reviewed.
7. The Chairman and the Chief Executive Officer 30. Division of Responsibilities of the Chairman and the Chief Executive Officer 31. Chairman shall be a Non-Executive Director, and if not designate a Senior Director 32. Relationship between the Chairman and the Chief Executive Officer and other Directors 33. Role of the Chairman Role of the Chief Executive Officer The role of Chairman and Chief Executive Officer is separated and held by two individuals appointed by the Board.
7. (1)
Complaint
7. (2)
Complaint
7. (3)
Complaint
The Chairman has no financial or other relationship with any other member of the Board. The Chief Executive Officer also does not have any financial or other relationship with any member of Board except for one Executive Director who is his spouse. The names of the Chairman and the Chief Executive Officer are given in this Annual Report. The requirements specified are adhered to by the Chairman in discharging his duties. The requirements specified are adhered to by the Chief Executive Officer in discharging his duties.
Complaint Complaint
8. Board Appointed Committees 34. Board appointed two Sub Committees 8. (1) Complaint Audit Committee and Integrated Risk Management Committee are functioning as per the requirements of the Direction. Minutes of meetings of the Sub Committees are submitted to the board in place of reports. Please refer the report of the Audit Committee on page no. 76 in this Annual Report. Areas requiring improvements are: 8. 2(e) Implementation of a policy regarding obtaining non audit services from External Auditors. 8. 2(g) Currently the Board Audit Committee reviews the financial information of the Company. However a formal process is to be introduced. 8. 2(h) Board Audit Committee has not met the External Auditors without the Executive Management as no such request has been made. Please refer the report of the Integrated Risk Management Committee on page no. 78 in this Annual Report. Areas requiring improvements are: 8. 3(b) Strengthening of the existing process of the assessment of risks covering all financial and non financial aspects. 8. 3(c)/(d) Establishment of quantitative and qualitative risk limits for the various management Sub Committees and strengthen available process to review these risks periodically. 8. 3(f) Implementation of a disciplinary action process related to failures by officers to identify specific risks. 8. 3(g) Minutes of meetings of the Sub Committee are submitted to the Board in place of reports. 8. 3(h) Further strengthening the monitoring of compliance with laws and regulations, and Internal Controls and approved policies.
Audit Committee
Complaint
Complaint
69
Rule Reference
Compliance Status
35. Avoiding conflicts of interest in related party transaction and favourable treatment
9. (1) to 9. (4)
The Board has taken necessary steps to avoid any conflicts of interest that may arise, in transacting with related parties as per the definition of this Direction. The Board also ensures that no related party benefits from favourable treatment. Complaint Areas requiring improvements are, strengthening of the process of monitoring, reporting, retrieving related party transactions through the service network and ensuring that more favourable treatment is not given.
10. Disclosures 36. Financial reporting, statutory and regulatory reporting 37. Minimum disclosure in the Annual Report 11. Transitional Provisions 38. Transitional and other General Provisions 11. (1) to 11. (6) Complaint The Company has complied with transitional provisions. 10. (1) 10. (2) (a) to (j) Complaint Financial statements for the year ended 31.03.2012 are in conformity with all rules and regulatory requirements and have been published in Sinhala, Tamil and English newspapers. All required disclosures have been made in the Annual Report.
Complaint
70
Accounting Policies
The Directors consider that, in preparing these financial statements, suitable accounting policies have been used which are applied consistently and supported by reasonable and prudent judgment and that all applicable accounting standards have been followed. The financial statements are prepared on a going concern basis.
Principal Activities
The principal activities of the Company were acceptance of deposits, granting lease facilities, hire purchase, personal loans, micro loans, pawning, other credit facilities, real estate development and related services.
Corporate Governance
A description of the Companys Corporate Governance practices is set out on pages 58 to 70 in this Annual Report.
Directorate
The names of the Directors as at date and changes to the Directorate during the period under review are set out below: Mr Kalugamage John Cecil Perera Mr Roshan Sanjaya Egodage Mr George Ginendra Hemachandra Mr Ihala Gamaralalage Samantha Kumara Gunaratne Mrs Geya Rasi Egodage Mr Thirunavukarasu Someswaran Mr Mihindukulasooriya Susantha Devapriya Pinto Dr. (Mrs) Erasha Fernando - Appointed w.e.f 11th January, 2012 Mrs Vagdevi Wimalangi Fernando - Resigned w.e.f 31st December, 2011 In terms of Article 24 (6) of the Articles of Association of the Company Mrs Geya Rasi Egodage, Director, retires by rotation and being eligible is recommended by the Board of Directors for re-election by the Members at the Annual General Meeting for the year 2012. In terms of Article 24 (6) of the Articles of Association of the Company Mr Ihala Gamaralalage Samantha Kumara Gunaratne, Director, retires by rotation and being eligible is recommended by the Board of Directors for re-election by the Members at the Annual General Meeting for the year 2012.
Financial Statements
The Financial Statements for the Year ended 31st March, 2012 are set out on pages 86 to 118 in this Annual Report.
Auditors Report
The Auditors Report on the financial statements for the year ended 31st March, 2012 is set out on page no. 85 in this Annual Report.
71
In terms of Article 24 (2) of the Articles of Association of the Company Dr. (Mrs) Erasha Fernando, Director, retires and being eligible is recommended by the Board of Directors for election by the Members at the Annual General Meeting for the year 2012.
Company other than as given below: Director Mr R S Egodage Mrs G R Egodage Dr. (Mrs) E Fernando Fixed Fixed Interest Depositis Deposits paid on Accepted Outstanding Fixed during as at 31st Deposits the year March, 2012 (Rs.) (Rs.) (Rs.) 1,500,000 1,589,123 NIL 1,700,000 1,700,000 52,062 1,900,000 2,259,692 11,500
Board Sub-Committees
The following Board Sub-Committees have been established by the Company:
Audit Committee
Mr Thirunavukarasu Someswaran - Chairman Mr Cecil Perera Mr Samantha Gunaratne
No accommodations have been granted to and remain outstanding from any Director of the Company.
Remuneration Committee
Mr Samantha Gunaratne - Chairman Mr Cecil Perera Mr George Hemachandra (resigned w.e.f. 11th January, 2012 upon being elected an Executive Director)
Directors Shareholding
The shares held by the Directors at the beginning and at the end of the financial year were as follows. (The Articles of Association of the Company do not stipulate a share qualification for Directors): 31.03.2012 31.03.2011 7,427,520 -
Mr George Ginendra Hemachandra 7,427,520 Mr I G Samantha Kumara Gunaratne 98,438 Dr. (Mrs) Erasha Fernando 533,350 Mr Roshan Sanjaya Egodage - Mrs Geya Rasi Egodage - Mr Thirunavukarasu Someswaran - Mr Kalugamage John Cecil Perera - Mr M Susantha Devapriya Pinto -
Donations
During the year the Company has made Rs. 1,126,128/- as charitable contributions. (2011: Rs. 940,032/-)
Interest Register
An Interest Register is being maintained by the Company as required in terms of the Companies Act No. 7 of 2007. The Directors did not have any interests in contracts of the
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Auditors
The financial statements for the period under review have been audited by Messrs Ernst & Young Chartered Accountants. Rs. 3,283,750/- has been paid as Audit Fee for the year ended 31st March, 2012. (2011: Rs. 2,300,000/-) A Resolution re-appointing Messrs Ernst & Young as the Auditors of the Company and authorising the Directors to determine their remuneration will be proposed at the Annual General Meeting.
Stated Capital
There has been no change in the Stated Capital of the Company during the year under review. The Stated Capital of the Company as at 31st March, 2012 was Rs. 170,640,315/consisting of 218,074,365 Ordinary Shares. The shares of the Company are listed on the Colombo Stock Exchange.
Shareholders
The total shareholder base of the Company as at 31st March, 2012 was 1,558 (2011: 214). The distribution of the shareholding and a list of the 20 major shareholders are given under Investor Information on pages 120 to 121 in this Annual Report.
Dividends
The Directors of the Company have recommended a payment of a First and Final Dividend of Rs. 1.00 per share for the Financial Year Ended 31st March 2012. The Directors have taken appropriate measures to obtain a report in terms of Section 56 (2) of the Companies Act No. 7 of 2007 from the Companys Auditors confirming that the Company will immediately after the payment of the Dividend, satisfy the solvency test.
Statutory Payments
The Directors, to the best of their knowledge and belief are satisfied that all statutory payments in relation to the Government had been made up to date
Compliance
We certify that the Company complies with prudential requirements, regulations, laws and internal controls and are taking measures to rectify any non-compliance.
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Risk Management
Financial service institutions today operate in an intensely complex and competitive global market where convergence, consolidation, globalization and a rapidly changing regulatory environment pose numerous challenges. The ability to manage these multiple risk factors across multiple locations, product categories, asset classes, customer segments and functional departments determines the degree of success and sustainability of each entity.
I Te nfo ch rm no at lo ion gy a Fl nd ow
Staff
n Fu d Fl ow
Corporate Governance
Regulatory Framework
Government
Clients
Strategic Level:
Encompasses Risk Management functions performed by senior management and Risk Committee. Tasks include definition of risks, ascertaining institutions risk appetite, formulating strategy and policies for managing risks and establish adequate systems and controls to ensure that overall risk remain within acceptable levels.
Management Level:
Encompasses Risk Management within a business area or across business lines. Generally the Risk Management activities performed by middle management or units devoted to risk reviews fall into this category.
Operational Level:
This encompasses Risk Management activities performed by individuals who take risks on organizations behalf, such as front office personnel and loan origination personnel.
74
As
se
tF
lo
w Fl ow
H um an
Types of Risks
In achieving the Companys desired objectives Commercial Credit is exposed to several risks which have been categorized as follows: Credit Risk: Defined as the potential risk that the counterparties of Commercial Credit fail to fulfill their agreed obligations. This is a risk faced by all financial institutions in general. Mitigation: Special attention is given to Credit Risk Management in terms of analyzing customer credit worthiness through rigorous customer investigation before and after credit facilities are provided. The Company invests only in quality stocks which have significant market value in order to minimize the recovery losses in case of defaults. Market Risk: Market risk can be defined as the risk arising from fluctuations in interest rates, foreign currencies, equity prices and commodity prices. Mitigation: Staff involved in Risk Management are capable of predicting probable risks of market fluctuations through analysis carried out utilizing various available market information. Sensitivity Analysis is undertaken to understand the impact on various factors and their interrelations. Liquidity Risk: Liquidity risk is defined as the risk of only being able to meet liquidity obligations at increased cost or, ultimately, being unable to meet obligations as they fall due. Mitigation: Special attention is focused on the liquidity of the Company as it provides critical defence for several other risks such as reputational, compliance, and financial risks. A Liquidity Policy has been developed and integrated in to Risk Policy to provide necessary guidelines. Operational Risk: Operational risk can be defined as the risk of loss resulting from inadequate or failed processes, people and systems from internal and external events. Mitigation: Sound operational processes have been put in place, to be followed by staff to mitigate operational risks with the employment of an effective control system combined with adequate monitoring by higher levels of management. Reputational Risk: Reputational risk can be defined as the risk arising from negative perception among customers, counterparties, shareholders, investors or any other stakeholder that can adversely affect the Companys ability to maintain existing or establish new business relationships and continued access to sources of funding.
Mitigation: Enhancing the Companys brand image through well thought out marketing strategies while other initiatives such as value driven culture and customer confidence building measures are employed to enlarge the reputation of the Company.
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76
77
Five (05) meetings of the IRMC were held during the period under review and attendance of the members at these meetings is given on page no. 59 in this Annual Report. The Committee mainly discusses matters arising from minutes of the meetings of Sub Committees formed under the purview of the IRMC (i.e Asset Liability, Credit, Fixed Deposit, Collection & Legal, Human Resource and IT Committees), and any other matter that should arise with regard to risks of the Company. The Board is briefed on matters discussed at each IRMC Meeting.
K J Cecil Perera Chairman - Integrated Risk Management Committee 20th August, 2012
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Compliance Report
The Directors confirm that, to the best of their knowledge, all taxes and levies payable by the Company and all contributions, levies and taxes payable on behalf of the employees of the Company, and all other known statutory obligations as at the balance sheet date have been paid or provided for in the financial statements. By Order of the Board,
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Key Features of the Process Adopted in Applying and Reviewing the Design and Effectiveness of the Internal Control System
The key processes that have been established in reviewing the adequacy and integrity of the System of Internal Controls with respect to financial reporting include the following: Various Committees are established by the Board to assist the Board in ensuring the effectiveness of Company s daily operations and that the Company s operations are in accordance with the corporate objectives, strategies and the annual budget as well as the policies and business directions that have been approved. The Internal Auditors of the Company check for compliance with policies and procedures and the effectiveness of the Internal Control Systems on an ongoing basis using samples and rotational procedures and highlight significant findings in respect of any non-compliance. Audits are carried out on units and branches, the frequency of which is determined by the level of risk assessed, to provide an independent and objective report. Findings of the internal audits are submitted to the Audit Committee for review at their periodic meetings. The Audit Committee of the Company review internal control issues identified by the respective Internal Auditors, regulatory authorities and management, and evaluates the adequacy and effectiveness of the Internal Control System over financial reporting. They also review the internal audit functions with particular emphasis on the scope of audits and quality of internal audits. Further details of the activities undertaken by the Audit Committee of the Company are set out in the Audit Committee Report on page no. 76 in this Annual Report. In assessing the Internal Control System, officers of the Company collated all procedures and controls that are connected with significant accounts and disclosures of the financial statements of the Company. These in turn were observed and checked by the Internal Auditors for suitability of design and effectiveness on an ongoing basis. Due to time constraints, areas with respect to the processes that provided disclosures to the financial statements such as related party transactions, maturity analysis, segmental reporting, contingencies and commitments were not fully completed.
80
Comments if any made by the External Auditors in connection with the Internal Control System will be dealt with as and when such comments are made.
Confirmation
Based on the above processes, the Board confirms that the financial reporting system of the Company has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes has been done in accordance with Sri Lanka Accounting Standards and regulatory requirements of the Central Bank of Sri Lanka.
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82
Financial Statements
84
85
[Balance Sheet]
As at 31 March 2012 Note Cash and Bank Balances Treasury Bills 3 Reverse Repurchase agreements Placements with Other Banks 4 Loans and Advances 5 Lease Rentals Receivable and Stock out on Hire 6 Real Estate and Vehicle Stock 8 Other Debtors, Deposits and Prepayments 9 Investment Securities 10 Dealing Securities 10.1 Property, Plant and Equipment 11.3 Leasehold Property 12 Investment Property 13 Total Assets LIABILITIES Deposits from Customers 14 Borrowings 15 Other Liabilities 17 Tax Payable Employment Benefit Liability 18 Deferred Tax Liability 27.2 Total Liabilities 6,755,713,528 1,517,720,558 679,094,587 186,631,023 17,843,334 131,396,509 9,288,399,539 3,840,492,289 594,985,722 426,937,260 33,133,613 13,489,412 9,003,099 4,918,041,395 2012 2011 Rs. Rs. 203,708,480 66,969,364 10,000,000 110,559,966 1,944,228,721 2,490,821,145 152,841,458 67,103,855 5,426,900 24,939,856 238,531,843 9,047,039 26,000,000 5,350,178,628
ASSETS 140,960,720 83,558,090 163,173,162 365,372,426 4,532,025,385 4,115,595,874 383,018,079 155,789,945 201,900 39,698,127 290,504,802 8,924,822 200,000,000 10,478,823,332
SHAREHOLDERS FUNDS Stated Capital Reserves 19 20 170,640,315 1,019,783,478 1,190,423,793 10,478,823,332 11,813,579 170,640,315 261,496,919 432,137,234 5,350,178,628 11,955,027
These Financial Statements are in compliance with the requirements of the Companies Act No. 07 of 2007 . _______________________________ M A D J Deshapriya Chief Financial Officer The Board of Directors is responsible for the preparation and presentation of the Financial Statements. Signed for and on behalf of the board by; _______________________________ _______________________________ K J C Perera R S Egodage Chairman Director/Chief Executive Officer The Accounting Policies and notes on pages 90 through 118 form an integral part of the Financial Statements. 27 June 2012 Colombo
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[Income Statement]
Year ended 31 March 2012 Note Income Interest Income Interest Expense 21 22 23 2012 2011 Rs. Rs. 1,254,391,240 1,112,597,093 410,109,443 702,487,651 71,883,738 69,910,410 4,000,000
Net Interest Income Net Income from Real Estate Other Operating Income 24 Change in Fair Value of Investment Property 13 Less: Operating Expenses Staff Costs Provision for Staff Retirement Benefits General and Administration Expenses Provision for Fall in Value of Investments, Bad and Doubtful Loans and Write Offs 25 Profit from Operations 26 Value Added Tax on Financial Services Profit Before Taxation Income Tax Expense 27 Profit for the year Earnings Per Share 28
486,221,138 7,543,522 387,575,858 127,968,110 1,167,873,207 83,327,031 1,084,546,176 326,259,616 758,286,560 3.48
291,573,186 4,439,162 201,310,791 69,048,638 281,910,022 37,543,728 244,366,294 184,271,909 60,094,385 0.28
The Accounting Policies and notes on pages 90 through 118 form an integral part of the Financial Statements.
87
88
170,640,315 - - - 170,640,315 122,799,764 122,799,764 - - - 58,751,125 - - - 58,751,125 73,013,637 - 152,000,000 - 225,013,637 8,318,520 (1,386,127) - 758,286,560 - (152,000,000) 55,551,354 (55,551,354) 63,869,874 432,137,234 758,286,560 549,349,078 1,190,423,793
[Changes in Equity]
Stated Revaluation General Reserve Investment Accumulated Total Capital Reserve Reserve Fund Fund Reserve Profit/ (Loss) Rs. Rs. Rs. Rs. Rs. Rs. Rs.
Balance as at 1 April 2010 73,718,375 74,603,594 58,751,125 50,294,760 - (30,443,115) 226,924,739 Net Profit for the year - - - 60,094,385 60,094,385 Share Issue 96,921,940 - - - 96,921,940 Surplus on Revaluation of Property, Plant & Equipment - 49,892,181 - - - - 49,892,181 Transferred to Reserve Fund - 2008/09 - 1,500,000 - (1,500,000) - 2009/10 9,200,000 (9,200,000) - 2010/11 12,018,877 (12,018,877) Tax effect of item transferred from Deferred Tax Liability (1,696,011) - - - - (1,696,011) Transferred to Investment Fund Reserve - - - - 8,318,520 (8,318,520) -
Balance as at 31 March 2011 Net Profit for the year Transferred to Reserve Fund Transferred to Investment Fund Reserve -
The Accounting Policies and notes on pages 90 through 118 form an integral part of the Financial Statements.
244,366,295 12,154,671 160,605 66,004,331 (4,000,000) 1,686,898 5,357,409 (3,946,176) 4,439,163 (1,219,810) 325,003,386
(230,176,621) (113,421,434) (1,721,440,451) (1,241,343,317) (16,588,726) 19,276,035 (2,605,236,348) (1,569,393,126) (87,270,109) (30,536,345) (254,812,460) (100,853,446) 2,915,221,239 2,107,534,096 252,157,327 205,090,395 (619,914,281) (3,189,600) (623,103,881) (50,368,796) (673,472,677) (398,643,757) (839,400) (399,483,157) (13,252,725) (412,735,882)
Cash Generated from Operations Net Cash Used in Operating Activities before Income Tax Payments Taxes Paid Net Cash used in Operating Activities Cash Flows from/(Used in) Investing Activities Acquisition of Property, Plant and Equipment 11.4 Acquisition of Investment Property Acquisition of Investments Proceeds from Sales of Investment securities Proceeds from Sales of Property, Plant and Equipment Net Cash Flows Used in Investing Activities Cash Flows from/(Used in) Financing Activities Proceeds from Loans Obtained Repayments of Bank Loans Payment under Finance Lease Liabilities Proceeds from Issue of Share Net Cash Flows Used in Financing Activities Net Decrease 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 16
(83,266,727) (63,571,140) (39,660,094) 16,586,290 11,074,913 (158,836,758) 720,500,000 (128,224,243) (5,290,687) - 586,985,070 (245,324,364) 7,274,244 (238,050,120)
(35,455,993) (31,796,670) 6,865,753 (60,386,910) 395,000,000 (78,392,667) (6,842,371) 96,921,940 406,686,902 (66,435,890) 73,710,135 7,274,245
The Accounting Policies and notes on pages 90 through 118 form an integral part of the Financial Statements.
COMMERCIAL CREDIT AND FINANCE PLC ANNUAL REPORT 2011/2012
89
90
2.3 a)
2.3.1 Taxation
b)
2.3.2 2.3.4
2.3.5
91
15% p.a. 20% p.a. 25% p.a. 20% p.a. 20% p.a. 20% p.a. 20% p.a. 33.33% p.a.
2.3.11 Leases a)
92
2.3.12 Investments a) b) c) a)
b)
2.3.14 Provisions
93
a)
b)
c) d) e) f)
g) Others
94
2.4
(a)
(b)
(c)
(d)
95
96
2012 Rs.
2011 Rs.
365,372,426
110,559,966
5. LOANS AND ADVANCES Real Estate Loans 269,817,061 185,746,683 Short Term Loans 175,735,115 62,803,628 Long Term Loans 11,172,880 19,098,477 Personal Loans 1,678,826 21,874,471 Cash Loans 1,020,684,754 578,665,954 Consumer Credit Loans 22,478,129 17,416,943 Micro Finance Loans 2,768,280,850 1,072,356,936 Staff Loans 1,195,759 10,727,374 Rescheduled Loans 109,799,295 5,241,553 Education Loans 16,434,135 Business Loans 30,806,235 Pawning Advances 142,842,228 178,949
Income in suspense
6.a Lease Gross rentals receivable 3,039,856,713 Less: Unearned income (970,835,214) Pre-paid rentals (32,165,260) Income in suspense (8,110,651) Provision for credit losses (60,237,547)
1,968,508,041
97
6.b Hire-Purchases Gross rentals receivable Less: Unearned income Pre-paid rentals Income in suspense Provision for credit losses
Gross rentals receivable Less: Unearned income Pre-paid rentals Income in suspense Provision for credit losses
Receivable later than one year and not later than five years Gross rentals receivable 3,938,862,093 2,267,927,431 Less: Unearned income (1,205,234,893) (558,233,629) Pre-paid rentals (22,868,292) (22,356,975) Income in suspense (8,645,631) Provision for credit losses (63,429,918) (57,690,104)
2,638,683,359
1,629,646,723
7.
7.1 Non-Performing Advances Lease & Hire Purchase Loans and Advances (Rs.) (Rs.) 2012 2011 2012 2011
Amount Receivable 212,699,376 194,425,146 Less: Finance Charges Suspended (13,484,727) (5,216,583) Provision for Bad Debts (98,932,639) (112,074,136)
100,282,010
77,134,428
98
2012 Rs.
2011 Rs.
7.2
Segmental Analysis of Loans and Advances, Leases, Hire Purchase by Industry Agriculture Services Trading Transport Others Distribution of Total Advances
663,459,445 1,152,147,636 68,935,750 5,534,179,238 3,294,148,545 10,712,870,614 6,141,945,347 4,570,925,267 10,712,870,614 462,498,095 668,814,278 83,566,042 3,196,109,571 1,380,933,670 5,791,921,656 3,817,810,689 1,974,110,967 5,791,921,656
Total Advances
7.3 PROVISION FOR LOSSES 7.3.1 Movement in provision for Bad and Doubtful Debts Balance at the beginning of the year Charge during the year Written Off during the year
7.3.2 Provision for Bad and Doubtful Debts consist of provisioning against ; Leases and Hire Purchase Loans and Advances
8. REAL ESTATE STOCKS AND VEHICLE STOCK Real Estate Stocks 407,558,481 177,127,507 Less: Fall in Value of Real Estate Stock (41,391,832) (41,391,832)
Vehicle Stock
9.
OTHER DEBTORS, DEPOSITS & PREPAYMENTS Sundry Debtors 67,060,763 Deposits and Prepayments 88,729,182 155,789,945
10.
99
Credit Information Bureau 19 1,900 1,900 19 1,900 1,900 Valible One Limited - - - 209,000 5,225,000 5,225,000 Finance House Consortium (Pvt) Ltd 20,000 200,000 200,000 20,000 200,000 200,000
- 201,900
- 201,900
- 229,019
5,426,900 5,426,900
10.1 DEALING SECURITIES Number of Cost Market Value Number of Cost Market Value Shares as at as at Shares as at as at 2012 2012 2012 2011 2011 2011 Rs. Rs. Rs. Rs.
Bank Finance and Insurance Commercial Bank Of Ceylon PLC- Voting 30,192 4,155,830 DFCC Bank 7,400 1,044,266 Environmental Resources Investments PLC- Voting 100 2,400 Hatton National Bank PLC-Non Voting 20,321 4,640,902 Hatton National Bank PLC-Voting 11,155 1,278,157 Janashakthi Insurance PLC 73,400 1,258,277 National Development Bank PLC 19,600 2,984,456 Nations Trust Bank PLC 11,900 761,585 People`s Merchant PLC 20,100 498,016 Sampath Bank PLC 10,932 3,189,168 Seylan Developments PLC 10,000 192,128 Touchwood Investment PLC 1,200 28,516 Vallibel One PLC 216,100 5,402,500 LB Finance PLC 10,000 1,406,680 The Finance Company PLC - Voting 648 9,000 Peoples Leasing Company PLC 13,100 160,983 Seylan Bank PLC 10,000 324,595 Vanik Incorporation PLC - - First Capital Holding PLC - - 466,148
3,019,200 833,240 1,680 3,109,114 1,054,148 851,440 2,406,880 677,110 259,290 1,965,574 79,000 18,600 4,105,900 1,349,000 19,505 151,960 290,000 - -
15,000 4,155,830 3,987,000 - - - - 214 6,786 45,646 770 25,145 292,600 - - - - - - 100 625 2,500 10,341 2,996,460 3,080,774 - - - - - - - - 648 9,000 23,976 - - - - 218 108 20,000 445,726 442,000 47,291 7,639,680 7,874,496
27,337,459 20,191,640
100
10.1 DEALING SECURITIES (Contd.) Number of Cost Market Value Number of Cost Market Value Shares as at as at Shares as at as at 2012 2012 2012 2011 2011 2011 Rs. Rs. Rs. Rs.
Diversified Holdings Hayleys PLC Hemas Holdings PLC Richard Pieris And Company PLC Brown & Company PLC
10,000 - - - 10,000
Invesment and Trust Shaw Wallace & Hedges PLC 3,200 843,846 656,000
- -
- -
3,200
843,846
656,000
Construction and Engineering Colombo Dockyard PLC 1,300 326,668 299,000 1,300 2,578,560 1,950,000 Diesel & Motor Engineering PLC 3,460 6,016,640 3,398,412 3,060 5,612,160 4,454,220 Mtd Walkers PLC 34,400 2,690,803 791,200 30,000 1,600,000 1,632,640
39,160
9,034,111
4,488,612
34,360
9,790,720 8,036,860
- - - -
5,000
1,077,737
515,000
Beverage Food and Tobacco Lanka Milk Foods (CWE) PLC 10,000 1,210,679 978,000 - The Lion Brewery Ceylon PLC 2,700 524,206 538,650 2,700 Distilleries Company of Sri Lanka PLC 10,000 1,719,040 1,450,000 10,000 Ceylon Cold Stores PLC 100 9,505 9,000 - 22,800 3,463,430 2,975,650 12,700
101
10.1 DEALING SECURITIES (Contd.) Number of Cost Market Value Number of Cost Market Value Shares as at as at Shares as at as at 2012 2012 2012 2011 2011 2011 Rs. Rs. Rs. Rs.
Hotels and Travels Serendib Hotels PLC-Non Voting 50,000 682,560 785,000 John Keells Hotels PLC 50,000 970,752 630,000 Marawila Resorts PLC 10,000 142,579 70,000 Hotel Services (Ceylon) PLC 5,000 93,536 87,000 Kalpitiya Beach Resort PLC 40,700 467,255 366,300 Waskaduwa Beach Resort PLC 3,000 30,943 28,500 Dolphin Hotels PLC 12,100 382,436 363,000 Hotel Sigiriya PLC 10,000 712,812 716,000 Renuka City Hotel PLC 1,000 201,229 218,900 Sigiriya Villiage Hotels PLC 4,000 303,006 296,000 185,800 3,987,108 3,560,700
_ 50,000 - - - - - - - - 50,000
Land and Property Overseas Realty (Ceylon) PLC 89,600 1,352,986 1,200,640 Kelsey Homes PLC 800 11,811 11,360 90,400 1,364,797 1,212,000
- - -
- -
Manufacturing Royal Ceramics Lanka PLC 5,000 798,848 575,000 - - Textured Jersey Lanka PLC 130,100 1,951,500 936,720 - Piramal Glass Ceylon PLC 10,000 60,672 61,000 - - Haleys MGT Knitting Mills PLC 500 6,421 5,950
145,600
2,817,441
1,578,670
- - -
- -
Power and Energy Panasian Power PLC 77,600 407,514 201,760 77,600 407,514 201,760 Net Investment Securities in quoted shares 55,247,733 39,698,132
102
Land - 3,751,000 - 3,751,000 Building - 928,000 - 928,000 Furniture and Fittings 47,758,939 24,039,174 19,500 71,778,613 Equipment 6,218,595 15,112,281 - 21,330,876 Motor Vehicles and Accessories 65,012 3,385,385 - 3,450,397 Computer Hardware 30,006,250 38,284,211 - 68,290,461 Air Conditioning 7,791,753 4,785,152 - 12,576,905 Generators 1,734,926 - - 1,734,926
183,841,178
155,500,000 - - Assets on Finance Lease Equipment 3,560,989 - - Motor Vehicle 16,336,913 - 16,336,913 Computer Hardware 13,584,559 - 3,633,099
33,482,461 282,557,936
- 90,285,203
19,970,012 19,989,512
103
11. PROPERTY, PLANT AND EQUIPMENT (Contd.) Balance Charge as at for the 11.2 Depreciation 01.04.2011 Period Transfers Disposals Rs. Rs. Rs. Rs.
Balance as at 31.03.2012 Rs. 10,933 14,319,710 3,973,449 3,450,385 25,015,668 4,645,108 1,579,333 52,994,586
Freehold Assets Building - 10,933 - - Furniture and Fittings 6,804,146 7,527,107 - 11,543 Equipment 1,839,450 2,133,999 - - Motor Vehicles and Accessories 44,434 20,553 3,385,398 - Computer Hardware 15,944,250 9,071,418 - - Air Conditioning 2,695,652 1,949,456 - - Generators 1,048,854 530,479 - -
861,702 861,702
- 861,702 Assets on Finance Lease Equipment 441,625 449,674 - - Motor Vehicle 11,096,880 1,071,161 3,385,398 8,782,643 Computer Hardware 4,110,802 3,490,436 - -
15,649,307 44,026,093
5,011,271 27,116,918
3,385,398 6,770,796
8,782,643 8,794,186
104
At Cost Land Building Furniture and Fittings Equipment Motor Vehicles and Accessories Computer Hardware Air Conditioning Generators
11.4 During the financial year, the Company acquired Property, Plant and Equipment to the aggregate value of Rs.83,266,727/- (2011 Rs.42,913,517/-) . Cash payments amounting to Rs. 83,266,727/- ( 2011 - Rs.35,143,813/-) was paid during the year for purchases of Property , Plant and Equipment . 11.5 Property, Plant and Equipment includes fully depreciated assets having a gross carrying amount of Rs.31,442,773/- ( 2011Rs.31,750,035/) .
105
11.6
The useful life/ depreciation method of depreciable assets were reviewed and changed by the Company. Due to these changes in estimation, the following additional charges have resulted in the current period financial statements as indicated below.
Increase in depreciation Charge based on revised estimate Year ended 31.03.2012 Rs.
Depreciation Charge based on previous estimate Year ended 31.03.2012 Rs. 12,736,077
Balance at the beginning of the year 9,047,039 Amortisation for the year (122,217)
8,924,822
At the beginning of the year 26,000,000 Purchase of Investment Property 63,571,140 Net gain from fair value adjustment 110,428,860
200,000,000
Valuation Details of Investment Property The Investment property at Rassandeniya, Mathara was revalued as at 31st March 2012 by Messrs. Sunil Fernando & Associates (Pvt) Ltd- Chartered Valuation Surveyors, An Independent valuer with recent experience in valuing properties of similar location and category. The Investment Property was valued at their open market/fair value, and the surplus arising from the revaluation was transfered to the Income Statement.
106
15. BORROWINGS
107
108
As at 01.04.2011 Rs. 79,336,000 150,000,000 - 30,000,000 120,000,000 60 Months - 16,992,000 62,344,000 60 Months Loans Repayments Obtained Rs. Rs. As at 31.03.2012 Rs. Terms of the Loan Security Offered Securitisation of Lease receivable with a retained margin of 40% Mortgage over lease receivables of lease contracts with a total receivable value of Rs.250 M together with the underlying assets and a special power of attorney in favor of the Bank. - 48 Months Mortgage bond No.3666 for Rs.1.0 Mn and leeway available on existing territory floating mortgage bond no. 4573 for Rs.5.0 Mn 74,823,250 48 Months Primary Mortgage Bond 17.5 Mn,Secondary Mortgage Bond Rs.3.75Mn,Tertiary Mortgage Bond Rs.8.25Mn and Quaternary Mortgage Bond over property situated at 106, Yatinuwara Veediya, Kandy & Registered Mortgage Bond-2006/01 dated 05/10/2006 over lease/ hire purchase contracts for Rs.25 M. - 928,800 2,475,200 45 Months Primary Registered Mortgaged Bond for Rs.6.5 Mn. over the property situated in Main street Hingurakgoda. - - - 40,000,000 14,865,572 18,750,000 3,333,336 5,674,711 54,687,500 36,666,664 24 Months Lease Rentals receivables 24 Months 36 Months Lease & HP receivables for Rs.125 Mn Primary Mortgage over divided and defined allotment of the land market lots situated at Pinnaduwa and Ankokkawlal in Akmeemana. 1,603,550 - 1,603,550 48,100,550 45,500,000 18,777,300 3,404,000 20,540,283 73,437,500
Primary mortgage over the property called Nugagahahenewatta situated at Rassandeniya in Matara with the total etend of 10Acre, 01 Rood ,8.7 perches and the property called Peligalahena situated at Akurutgoda in Matara with the extend of 3Acre , 5.63 Perches and the property called Ketapolamukalana situated at Kahatapitiya in Batapola with the extend of 05 Acre, 2Rood & 27.7 Perches. 36 Months Lease & HP receivables for Rs.88.5 Mn 36 Months Lease & HP receivables for Rs.173.4 Mn
50,000,000
4,023,424
24 Months
All that allotment of Land marked Lot 1 Depicted in Pan No.11325 dated 03.08.2011 made by H.M.A.R.B. Herath (Lc) of the Land called Siyamalagahawatta situated at Dematapitiya in Puttlam District in extent of A4-R0P00,A4-R2-P20A4-R2-P00 1,770,800 - 83,229,200 215,000,000 36 Months 48 Months Mortgage over the hire purchasec contracts with a safety margin of 40% Mortgage over the lease receivables with a safety margin of 40% and special power of attorney in favor of the Bank.
85,000,000 215,000,000
45,000,000
45,000,000
48 Months
Primary Floating Mortgage Bond for LKR 45 Mn over current Lease/ Hire Purchase receivables having a minimum total value of Rs 60Mn. 376,421,883 720,500,000 128,224,243 968,697,640
109
Finance Leases
Net Liability
15.4 Refer note 29.1 for the Gross Liability and Finance charges allocated for the future period on maturity basis. 2012 Rs.
2011 Rs.
16.
CASH AND CASH EQUIVALENTS IN THE CASH FLOW STATEMENT Cash and Bank Balances 140,960,720 Reverse Repurchase Agreements ( less than 3 months) 163,173,162 304,133,882 (542,184,002) (238,050,120)
Bank Overdrafts
Total Cash and Cash Equivalents for the Purpose of Cash Flow Statements
17. OTHER LIABILITIES Accrued Interest 171,304,567 Accrued Expenses and Other Payables 456,021,542 Advances received against Real Estate Stocks 51,768,478
679,094,587
18. EMPLOYMENT BENEFIT LIABILITY Employment Benefit Obligations - Gratuity Balance at the beginning of the year Amount Charged for the year (18.1) Payments made during the year
An actuarial valuation of the gratuity was carried out as at 31 March 2012 by Piyal S Goonetilleke and Associates, a firm of professional actuaries. The valuation method used by the actuary is Projected Unit Credit Method, recommended by SLAS No.16. The present value of defined benefit obligation as at 31 March 2012 is Rs.20,673,324 /-. 18.1
Expenses on Employment Benefit Plan Current Service Cost for the year 4,899,686 2,517,784 Interest cost for the year 2,216,874 1,792,539 Actuarial Loss Recognised during the Year 426,962 128,839 7,543,522 4,439,162
110
Discount Rate 12% 12% Salary scale 11% 11% Staff Turnover 20 years 10% 10% 25 years 10% 10% 30 years 10% 10% 35 years 7.5% 10% 40 years 5% 5% 45 years 2.5% 3% 50 years 1% 1% Mortality - GA 1983 Mortality Table Retirement age - Normal retirement Age , or Age on valuation date , if greater. 19. STATED CAPITAL 2012 2011 Number Rs. Number Rs.
218,074,365
170,640,315
218,074,365
170,640,315
20. RESERVES
Total Rs.
58,751,125
549,349,078 1,019,783,478
20.1 20.2 General Reserve represents the amounts set aside by the Directors for general application. Reserve Fund is a capital reserve which contains profits transferred as required by Section 3(b)(ii) of Central Bank Direction No. 1 of 2003. The Investment Fund Reserve is created in accordance with the Central Bank guidelines issued to create an Investment Fund Reserve 8% of the profits liable for VAT on Financial Services is transferred to this reserve monthly when the payment of VAT on Financial Services for such month becomes due. In accordance with the guidelines issued, the company maintains government securities equivalent to the value of the reserve. These government securities are included in the treasury bills value presented on balance sheet.
COMMERCIAL CREDIT AND FINANCE PLC ANNUAL REPORT 2011/2012
20.3
111
2012 Rs.
2011 Rs.
2,765,858,538 2,765,858,538
1,254,391,240 1,254,391,240
21.2
Segmental Analysis of Gross Income Interest 2,470,103,551 1,112,597,093 Real Estate 126,557,260 71,883,738 Fees & Commission Income 112,763,479 55,141,424 Others 56,434,248 14,768,985 2,765,858,538 1,254,391,240
22.
INCOME FROM INTEREST BEARING ACTIVITIES Interest on Leases 396,044,739 Interest on Loans 1,415,418,300 Interest on Hire Purchase 578,286,092 Interest on Land Finance 43,865,778 Interest on Treasury Bills 14,159,810 Interest on Bank Deposits 22,328,832 2,470,103,551
23. INTEREST EXPENSES Interest on Fixed Deposits- Maturity 379,979,115 255,477,932 Interest on Fixed Deposits- Term 199,142,328 124,667,398 Interest on Savers Deposits 20,327,088 4,185,163 Interest on Loans 67,763,304 14,835,017 Interest on Bank Overdrafts 30,364,799 7,979,776 Interest on Finance Leases 1,528,929 2,964,157
699,105,563
410,109,443
24. OTHER OPERATING INCOME Profit on Sale of Dealing Securities 2,009,056 Profit on Sale of Fixed Assets 6,898,076 Real Estate Income ( net of cost ) 34,960,481 Service Charges 48,907,325 Documentation Charges 52,584,440 Commission Income 11,271,714 Recoveries of Bad Debts on write offs 4,946,464 Sundry Income 4,833,391 Profit on Repossessed Items 2,786,780
345,877 3,946,176 6,363,556 31,288,702 18,200,975 5,651,747 2,646,667 611,055 855,655 69,910,410
169,197,727
112
26. PROFIT FROM OPERATION STATED AFTER CHARGING THE FOLLOWING EXPENSES Depreciation Employee benefits including following: Defined benefit plan cost - Gratuity Defined contribution plan cost - EPF & ETF
27. INCOME TAX EXPENSE The major components of income tax expense for the years ended 31 March are as follows : Income Statement Current Income Tax Current Income Tax charge 203,866,206 55,519,585 Deferred Income Tax Deferred Taxation Charge (27.2) 122,393,410 128,752,323
326,259,616
184,271,908
27.1
A reconciliation between tax expense and the product of accounting profit multiplied by the statutory tax rate is as follows : Accounting Profit before Income Tax 1,084,546,176 244,366,294 Income Tax Expense at the statutory income tax rate of 28% Non deductable expenses 250,847,570 330,400,200 Tax Effect of Other Allowable Credits (544,087,159) (372,134,047) 791,306,587 769,333 (63,982,328) 728,093,592 203,866,206 - 203,866,206 28% 202,632,447 37,803,150 (84,152,459) 156,283,138 54,699,098 820,486 55,519,585 36%
Income Tax @ 28% Social Security Levy at 1.5% of Tax Income Tax Expense at the effective income tax rate of 28% The Companys operations were taxed at the rate of 28% during the year
113
Deferred Tax Liability Capital allowances for tax purposes 152,611,683 25,334,623 127,277,060 84,402,658 Revaluation of Buildings 1,696,011 1,696,011 - Effect of rate change - - - (8,453,669)
154,307,694
27,030,634
127,277,060
75,948,989
Deferred Tax Assets Defined Benefit Plans 4,996,134 3,777,035 (1,219,099) 1,259,917 Tax Loss 17,915,051 14,250,500 (3,664,551) 49,556,365 Effect of rate change - - - 1,987,052
22,911,185
18,027,535
(4,883,650) 122,393,410
52,803,334 128,752,323
28. EARNING PER SHARE 28.1 Basic Earnings Per Share is calculated by dividing the net profit for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. 28.2 The following reflects the Income & Share data used in the Basic Earnings Per Share computation . 2012 2011 Amounts Used as the Numerators: Rs. Rs.
Net Profit Attributable to Ordinary Shareholders for Basic Earnings Per Share
758,286,560
60,094,385
2012 2011 Number of Ordinary Shares Used as Denominators for Basic Earnings per share Number Number Weighted Average number of Ordinary Shares in issue 218,074,365 218,074,365 Applicable to Basic Earnings Per Share 3.48 0.28
114
Assets Cash in hand and at Banks 140,960,720 - - - 140,960,720 203,708,480 Treasury Bills 46,792,530 36,7,5,560 - - 83,558,090 66,969,364 Reverse Repurchase 163,173,162 - - - 163,173,162 10,000.00 Agreements Deposits with Banks 204,608,559 160,763,867 - - 365,372,426 110,559,966 Loans and Advances 1,088,307,690 1,677,512,241 1,405,483,229 360,722,225 4,532,025,385 1,944,228,721 Lease Rental Receivable and stock out on hire 1,103,176,685 1,466,572,500 1,228,749,932 317,096,757 4,115,595,874 2,490,821,145 Real State & Vehicle Stock - - - 383,018,079 383,018,079 152,841,459 Other Debtors, Deposits & Prepayment 145,887,387 9,902,558 155,789,945 67,103,854 Investment Portfolio - - - 201,900 201,900 5,426,900 Dealing Securities 39,698,127 - - - 39,698,127 24,939,856 Property, Plant & Equipment 290,504,802 290,504,802 238,531,845 Leasehold Property - - - 8,924,822 8,924,822 9,047,039 Investment Property - - - 200,000,000 200,000,000 26,000,000
As at 31.03.2012
2,932,604,860
3,351,516,726
Liabilities Deposits from Customers - FD/FSD 2,935,816,954 Borrowings 618,005,787 Finance Leases (Note:29.1) 905,433 Other Liabilities 585,219,310 Tax Payable 186,631,022 Provision for Gratuity - Deferred tax Liability -
101,708,838 6,755,713,528 3,840,492,289 156,208,999 1,510,881,643 582,856,119 - 6,838,916 12,129,603 2,493,981 679,094,587 426,937,260 - 186,631,022 33,133,610 17,843,334 17,843,334 13,489,412 131,396,509 131,396,509 9,003,099 409,651,661 9,288,399,539 4,918,041,392
As at 31.03.2012
4,326,578,506
115
Financial Leases - Gross Liability Less: Finance Charges allocated for Future Periods
30. COMMITMENTS AND CONTINGENCIES 30.1 Contingent Liabilities There are no contingent liabilities as at the balance sheet date. 30.2 Commitments The Company has purchase commitments for acquisition of Property, Plant and Equipment & Vehicle Stocks incidental to the ordinary course of business are , 2012 2011 Rs. Rs. Contracted but not provided for 11,813,579 11,955,027
11,813,579
11,955,027
31.
ASSETS PLEDGED The following assets have been pledged as security for liabilities. Nature of assets Nature of Liability Carrying Amount Pledged 2012 2011 Rs. Rs. 1,038,816,365 502,940,022
Included Under
Lease Receivables & Stock out on hire Loans Lease Rentals Receivables & Stock out on hire Property, Plant and Equipment , Investment Properties and Real Estate Stock.
336,958,866
111,258,866
1,375,775,231
614,198,888
116
32. FINANCIAL REPORTING BY SEGMENT Finance Lease 2012 2011 Rs. Rs. Hire Purchase 2012 2011 Rs. Rs.
578,286,092 354,996,315 1,415,418,300 25,531,199 730,925,897 364,135,629 1,354,636,474 254,959,545 83,281,770 624,041,303 151,447,375 75,137,516 22,824,561 15,407,190 482,757,433 201,714,919 101,048,779 41,452,657 9,139,314 62,490,394 31,639,542 7,524,138 8,740,027 - 451,117,891 170,423,038 92,308,752 36,488,642
2012 Rs.
396,044,739 17,217,748 413,262,487 174,498,507 14,998,877 285,191,348 13,467,641 271,723,707 14,334,167 2,596,660,811 1,184,480,832 714,907 56,434,248 10,208,978 112,763,479 56,434,248 23,829,146 6,847,231 1,167,873,207 (83,327,031) 63,701,431 10,208,978 281,910,023 (37,543,728) 244,366,295 758,286,560 60,094,387
Interest
Total Revenue
Segmental Result
1,968,508,041
870,976,802 2,147,087,833 1,619,844,343 4,262,208,324 1,758,482,039 652,835,140 321,482,357 448,930,516 217,896,087 999,253,478 561,497,000 10,478,823,332 5,350,178,628
Segment Asset
10,478,823,332 5,350,178,628 1,744,879,993 800,627,468 1,903,172,618 1,489,008,514 3,778,009,474 1,616,448,358 578,671,233 295,516,029 397,930,747 200,296,485 885,735,473 516,144,538 9,288,399,538 4,918,041,392
Segment Liabilities
117
33.
EVENTS OCCURRING AFTER THE BALANCE SHEET DATE There have been no material events occurring after the balance sheet date that require adjustments to or disclose in the Financial Statement.
34. RELATED PARTY DISCLOSURES 34.1 Transactions with Key Managerial persons The Key Managerial personnel of the Company are the members of its Board of Directors and Corporate Management. Following transactions are entered between the company and its Key Management Personnel and their close family members. 34.1.1 Compensation to Key Managerial Personnel 2012 2011 Rs. Rs.
Short Term Employment Benefits Paid 37,796,340 23,945,677 Post employment Benefits 3,899,759 3,720,850 34.1.2 Other transactions with Key Managerial Personnel Fixed Deposits Accepted during the year 10,650,000 8,632,000 Fixed Deposits held at the end of the year 10,410,871 9,156,848 Interest paid on Fixed Deposits 247,110 1,432,453 Loans granted during the year 7,300,000 Interest received on loans granted 144,435 35. COMPARATIVE INFORMATION The presentation and classification of the following items in the financial statements are amended to ensure the comparability with the current year. 2012 2011 Current As reported Presentation Previously Rs. Rs.
76,969,364 76,969,364
Reverse repurchase agreements were recorded under the treasury bills in previous year accounts, was reclassified as Reverse repurchase agreements for a better presentation of these Financial Statements.
118
New Accounting Standards Issued but not Effective as at Balance Sheet Date
The new/revised accounting standards issued by the Institute of Chartered Accountants, Sri Lanka become applicable for financial statements covering periods beginning on or after 1st January 2012. Commercial Credit and Finance PLC has estimated the impact resulting from two of the new accounting standards namely LKAS 32 (Financial Instruments: Presentation) and LKAS 39 (Financial Instruments: Recognition and Measurement). Accordingly a statement setting out the impact to the statement of comprehensive income and the net asset base of the Company are given below. The figures in this statement are subject to audit and are given as indicative information only.
Impact to the Statement of Comprehensive Income and Net Asset based on SLFRS/LKAS The Commercial Credit and Finance PLC has estimated the impact on LKAS 32 and 39 on best effort basis and this is subject to external audit. The Impact on other standards are insignificant and hence not disclosed. Statement of Comprehensive income for the period ended 31st March 2012 Area Nature of SLFRS/LKAS adjustment Statement of Income Statement of Other Comprehensive Income
Increased/(Decreased) by Impairment of financial assets, loans & advances, lease receivables and hire purchase receivables General and specific provision based on CBSL requirements will be replaced by collective and specific impairment. All individually significant loans were separately tested and others were collectively tested. Initially, staff loans are recognised at market rate and subsequently interest is recognised at Effective Interest Rate (EIR). Investments can be classified as fair value through P & L (FVTPL) or Available for sale (AFS) where at each reporting period investments should be fair valued. Fair value gains and losses of FVTPL should be recognised in the Income Statement. FV gains and losses of AFS investments should be recognised as other comprehensive income. Investments classified as Held to maturity (HTM) should be subsequently measured at amortised cost. Interest income on longer maturity investments is recognised at EIR Interest expense on longer maturity deposits is recognised at EIR. No significant impact
1.
No Impact
2.
Measurement of staff loans at fair value Measurement of investments at fair value Available for Sale (AFS)
No significant impact
No significant impact
No significant impact
No significant impact
No significant impact
4.
Measurement of Investments at Effective Interest Rate (EIR) Measurement of deposits at Effective Interest Rate (EIR)
No significant impact
5.
No Impact
119
Investor Information
1.
2.
Shareholder Base
The Total number of (Ordinary Voting) shareholders as at 31st March, 2012 were 1,558 compared to 214 shareholders as at 31st March, 2011.
3.
Distribution of Shareholders
As at 31st March 2012 No. of Shareholders 760 441 116 151 42 36 12 No. of Shares 377,352 1,234,165 919,546 3,666,764 3,044,193 7,585,452 201,246,893 % of Shareholdings 0.17 0.57 0.42 1.68 1.40 3.48 92.28 As at 31st March 2011 No. of Shareholders 0 48 28 57 34 34 13 No. of Shares 0 123,975 204,390 1,282,245 2,477,535 7,751,280 206,234,940 % of Shareholdings 0.00 0.06 0.09 0.59 1.14 3.55 94.57
Range of Shareholders
1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 50,000 50,001 - 100,000 100,001 - 500,000 500,001 & above Total
4.
Composition of Shareholders
Ordinary Voting Shares Resident Total Individual Total
As at 31st March 2011 No. of No. of % of Sharehol Shareholders Shares Shareholdings 214 - 214 211 3 214 218,074,365 - 218,074,365 47,187,825 170,886,540 218,074,365 100 100 21.64 78.36 100
As at 31st March 2012 No. of No. of % of Shareholders Shares Shareholdings 1,547 11 1,558 1,523 35 1,558 217,955,665 118,700 218,074,365 45,582,628 172,491,737 218,074,365 99.95 0.05 100.00 21.00 79.00 100.00
Non-Resident
Institutional
As per Rule No. 17.6 (iv) of the Colombo Stock Exchange, percentage of public holding as at 31st March, 2012 was approximately 19.98%.
COMMERCIAL CREDIT AND FINANCE PLC ANNUAL REPORT 2011/2012
120
5.
M/s B G Investments (Pvt) Ltd Mrs Vagdevi Wimalangi Fernando Mr George Ginendra Hemachandra Ms Deegal Nilanthi Keerthisinghe Pedrisons Limited Mr Sri Deva Kumara Semage Mr Thusitha Kumara Hemachandra Mrs Samudra Nirmala Hemachandra Mr Deegala Jayantha Keerthisinghe Mrs Lakshmie Susila Semage Dr. (Mrs) Erasha Fernando Mr Premakumar Shanthlal Maryson Fernando DPMC Assetline Holdings (Pvt) Ltd. Mr Karandeniya Hewage Ukkantha Garvin Fernando Rosewood (Pvt) Ltd. - Account No.1 M/s Isuru Finance Co. Ltd. M/s Alliance Finance Company PLC Mr Minugoda Hewage Gunawardena Mrs Hewage Harshani Jeewanthika Mr Danesh Tharaka Semage SUB TOTAL Others TOTAL
0.52
0.19 0.18 0.16 0.14 0.13 93.79 6.21 100 205,831,260 12,243,105 218,074,365 94.39 5.61 100
6.
Directors Shareholding
As at 31st March 2012 As at 31st March 2011 % of Holding 3.41 No. of % of No. of Shares Holding Shares 7,427,520 98,438 3.41 0.04 7,427,520 Nil
Mr G G Hemachandra Mr I G S K Gunaratne
121
7.
Share Information
Net Assets per Share (Rs.) 2012 2011 0.55 0.20
Share Prices Highest (Rs.) Lowest (Rs.) Last Traded (Rs.) 24.50 12.20 16.00 Not Applicable Not Applicable Not Applicable
Earnings Basic Earnings per Share (Rs.) Price Earnings Ratio (Times) Market Capitalisation (Rs.) 3.48 4.6 3,489,189,840 0.28 Not Applicable Not Applicable
122
Value Added Interest and similar income Interest expenses Other income Provision for bad debts Value Addition 2,470,103,551 (699,105,563) 1,770,997,988 406,183,847 (127,968,110) 2,049,213,725 1,112,597,093 (410,109,443) 702,487,650 145,794,148 (69,048,638) 779,233,161
Distribution of Value Added To Service Providers Overhead and support services 360,458,940 17.59 189,156,120 24.27 To shareholder Dividends To the Government Taxes Salaries, wages and other benefits Depreciation Related earnings 409,586,647 493,764,660 27,116,918 758,286,560 2,049,213,725 19.99 24.10 1.32 37.00 100.00 221,815,637 296,012,348 12,154,671 60,094,385 779,233,161 28.47 37.99 1.56 7.71 100.00 To employees To expansion & growth
123
ASSETS Cash and Short Term Funds 140,961 203,708 51,924 12,578 5,342 4,985 Treasury Bills & Bonds 83,558 66,969 116,251 96,560 88,526 70,498 Placement with Banks & Other Finance Companies 365,372 110,560 9,707 11,170 8,408 8,197 Investment in Dealing Securities 39,698 24,940 55 55 55 55 Leases, Loans and Advances 8,647,621 4,435,050 1,690,317 817,964 796,805 608,398 Investments 202 5,427 202 202 202 202 Property Plant & Equipment 290,505 238,532 160,488 143,996 144,918 72,901 Other Assets 910,906 264,993 241,698 306,288 151,881 116,526 Total Assets 10,478,823 5,350,179 2,270,642 1,388,813 1,196,137 881,762 LIABILITIES Deposits 6,755,714 3,840,492 1,732,958 854,331 712,919 569,043 Borrowings 975,536 388,552 73,576 81,591 66,868 26,070 Other Liabilities 1,557,150 688,997 237,183 228,843 161,099 135,551 Total Liabilities 9,288,400 4,918,041 2,043,717 1,164,765 940,886 730,664
SHAREHOLDERS FUNDS Stated Capital 170,640 170,640 73,718 73,718 58,718 41,022 Reserves 1,019,784 261,497 153,206 150,330 196,533 110,076 Total Shareholders Funds 1,190,424 432,137 226,925 224,048 255,251 151,098 RATIOS Growth of Income (%) Growth of Net Profit (%) Interest Cover (times) Net Asset Growth (%) Equity Asset Ratio (%) Growth of Leases, Loans and Advances (%) Return on Average Assets (%) Return on Equity (%) Total Assets to Shareholders Funds (times) Fixed Assets to Shareholders Funds (times) Net Asset per Share (Rs.) Earnings per Share (Rs.) Dividend per Share (Rs.) 120.49 1161.83 2.55 175.47 11.36 94.98 13.70 93.47 8.80 0.24 5.46 3.48 - 194.83 32.98 1.60 90.43 8.08 162.38 6.41 18.24 12.38 0.55 1.98 0.28 - 21.40 536.66 0.87 1.28 9.99 106.65 -1.42 20.04 10.01 0.71 46.83 9.33 - 40.68 -75.80 0.99 -12.22 16.13 2.66 -0.10 2.96 6.20 0.64 46.23 1.46 1.52 36.38 -25.37 1.30 68.93 21.34 30.97 3.16 14.44 4.69 0.57 52.67 8.83 1.01 46.46 175.40 1.54 42.23 17.14 34.68 4.59 30.55 5.84 0.48 31.18 17.41 0.45
124
Glossary
[A]
Accounting Policies Principles, bases, conventions, rules and practices that are applied in recording transactions and in preparing and presenting financial statements. Accrual Basis The accrual principle is the concept that you should record accounting transactions in the period in which they actually occur, rather than the period in which the cash flows related to them occur. Amortization The systematic allocation of the depreciable amount of an intangible asset over its expected useful life.
[D]
Dealings Securities A debt or equity security bought and held for sale in the near term to generate income on short-term price changes. Deferred Taxation A sum set a side as tax expenses in the financial statements that may become payable/receivable in a financial year other than the current financial year. Depreciation The systematic allocation of the depreciable amount of a tangible capital asset or fixed asset over its useful life.
[I]
Impairment The value of an asset when the recoverable amount is less than its carrying amount. Interest Cover Earnings before interest and taxes for the year divided by total interest expenses. Interest in Suspense Interest suspended on non-performing accommodations. (Leases, hire purchases, loans and other advances) Interest Margin Net interest income expressed as a percentage of average total assets. Investment Securities Securities acquired and held for yield and capital growth purposes which are usually held to maturity.
[C]
Capital Adequacy Ratio The relationship between capital and risk weighted assets as defined by directives issued by the Central Bank of Sri Lanka. Cash Equivalents Short term highly liquid investments those are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Contingencies A condition or situation existing at Balance Sheet date where the outcome will be confirmed only by occurrence or non-occurrence of one or more future events. Corporate Governance The framework of rules and practices by which the Board of Directors ensures accountability, fairness, and transparency in a company's relationship with its all stakeholders (financiers, customers, management, employees, government, and the community). Cost/Income Ratio Division of the operating costs (administrative and fixed costs, such as salaries and property expenses, but not bad debts that have been written off) by net income.
[E]
Earnings per Ordinary Share (EPS) Net income of a firm divided by the number of its ordinary shares held by shareholders. Equity Total of shareholders funds: share capital + statutory reserves + other reserves
[K]
Key Management Personnel People having authority and responsibility for planning, directing, and controlling the activities of an entity, either directly or indirectly. (The Board of Directors and Corporate Management)
[F]
Fair Value The amount for which an asset could be exchanged, or a liability settled, between knowledgable and willing parties in an arms length transaction. Finance Lease A contract whereby a lessor conveys to the lessee the right to use an asset for rent over an agreed period of time which is sufficient to amortize the capital outlay of the lessor. The lessor retains the ownership of the asset but transfers substantially all the risks and rewards of ownership to the lessee.
[L]
Liquid Assets Assets that are held in cash or can be converted into cash in a short time, with little or no loss in value.
[M]
Market Capitalaisation The total market value of all of a company's ordinary shares. Market capitalization is calculated by multiplying a company's shares outstanding by the current market price of one share. Materiality Measure of the estimated effect that the presence or absence of an item of information may have on the accuracy or validity of a financial statement.
[H]
Hire Purchase A system by which a buyer pays for an asset in regular installments while enjoying the use of such asset. During the repayment period, ownership (title) of the asset does not pass to the buyer.
125
[N]
Net Asset Value per Ordinary Share Total net asset value of a company divided bythe total number ofordinary shares in issue. Net Interest Income Difference between revenue generated from interest bearing assets and interest incurred on interest bearing liabilities. Non Performing Accommodations A sum of borrowed money upon which the debtor has not made scheduled payments for at least 180 days. NPA Ratio Total Non Performing Accommodations (net of interest in suspense and other adjustments) divided by total accommodations (net of interest in suspense and other adjustments).
[R]
Reverse Repurchase Agreements The purchase of securities with the agreement to sell them at a specified price at a specified future date. Risk Weighted Assets On balance sheet assets and the credit equivalent of off balance sheet assets multiplied by relevant factors weighted by risk.
[S]
Segmental Analysis Separately reported results of individual business activities that are required for publicly-held companies. Shareholders Funds This consists of issued and fully paid up ordinary shares and reserves.
[P]
Price Earnings Ratio Market price of a share divided by earnings per share. Provision The amount of an expense that an entity elects to recognize now, before it has precise information about the exact amount of the expense.
[T]
Tier I Capital Core capital: representing permanent shareholders equity (paid-up shares) and reserves created or increased by appropriations of retained earnings or other surpluses, i.e, retained profits and other reserves. Tier II Capital Supplementary capital: representing revaluation reserves, general provisions and other capital instruments which combine certain characterisics of equity and debt, such as, hybrid capital instruments and unsecured subordiante term debt.
[R]
Related Parties Parties where one party has the ability to control the other party or exercise a significant influence over the other party in making financial and operating decisions, directly or indirectly. Related Party Transactions A business deal or arrangement between related parties. Return on Average Assets (ROA) Profit before tax divided by total average assets. Return on Equity (ROE) Profit after tax divided by total equity. Repurchase Agreements Contracts to sell and subsequently repurchase securities at a specified price at a specified future date.
[V]
Value Added Value of wealth created by providing financial and other related services less direct cost of providing such services.
[Y]
Yield Yield is the rate of return on an investment expressed as a percentage of the amount invested.
126
Notice of Meeting
NOTICE is hereby given that the Twenty Ninth Annual General Meeting of Commercial Credit and Finance PLC will be held at No.106, Yatinuwara Veediya, Kandy on 21st September, 2012 at 11.00 am for the following purposes: 1. To receive and consider the Audited Financial Statements for the Year Ended 31st March, 2012 together with the Report of the Auditors thereon and the Report of the Directors on the Affairs of the Company. To declare a First & Final Dividend of Rs. 1/- per Share for the Year Ended 31st March, 2012 as recommended by the Directors. (i) To re-elect Mrs Geya Rasi Egodage, Director, who retires by rotation in terms of Article 24 (6) of the Articles of Association of the Company. To re-elect Mr Ihala Gamaralalage Samantha Kumara Gunaratne, Director, who retires by rotation in terms of Article 24 (6) of the Articles of Association of the Company. To elect Dr. (Mrs) Erasha Fernando, Director, who retires in terms of Article 24 (2) of the Articles of Association of the Company.
2.
3.
(ii)
(iii)
4. 5.
To authorise the Directors to determine and make donations. To re - appoint the Auditors Messrs Ernst & Young, Chartered Accountants, to hold office until the conclusion of the next Annual General Meeting and to authorize the Directors to determine their remuneration.
BY ORDER OF THE BOARD JACEY AND COMPANY SECRETARIES 20th August, 2012
NOTE: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN HIS/HER STEAD. A PROXY NEED NOT BE A MEMBER OF THE COMPANY THE COMPLETED FORM OF PROXY MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY AT NO.106, YATINUWARA VEE DIYA, KANDY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR THE MEETING.
2. 3.
127
128
2.
3. Directors (i) To re-elect Mrs G R Egodage who retires by rotation in Terms of Articles 24(6) of the Articles of Association of the Company. To re-elect Mr I G S K Gunaratne who retires by rotation in terms of Articles 24(6) of the Articles of Association of the Company. To elect Dr. (Mrs) E Fernando who retires in terms of Articles 24(2) of the Articles of Association of the Company.
(ii)
(iii)
4. 5.
To authorise the Directors to determine and make donations. To re-appoint the Auditors Messrs Ernst & Young, Chartered Accountants, to hold office until the conclusion of the next Annual General Meeting and to authorize the Directors to determine their remuneration.
Notes:
1 2 If you wish your Proxy to speak at the Meeting you should insert the words to speak and in the place indicated with an asterisk and initial such insertion. Please indicate with an x in the space provided how your Proxy is to vote. If there is in the view of the Proxyholder doubt (by reason of the way in which the instructions contained in the Proxy have been completed) as to the way in which the Proxyholder should vote, the Proxyholder shall vote as he/she thinks fit. A Proxyholder need not be a member of the Company Instructions as to completion appear on the reverse hereof
3 4
INSTRUCTIONS AS TO COMPLETION
1. To be valid this Form of Proxy must be deposited at the Registered Office of the Company at No.106, Yatinuwara Veediya, Kandy not less than 48 hours before the time appointed for the holding of the Meeting.
2.
The instrument appointing a Proxy shall in the case of an individual be signed by the appointor or by his Attorney and in the case of a Company/Corporation, the Proxy Form must be executed under its Common Seal, which should be affixed and attested in the manner prescribed by its Articles of Association or other constitutional documents. If the Proxy Form is signed by an Attorney, the relevant Power of Attorney or a notarially certified copy thereof, should also accompany the completed Form of Proxy if it has not already been registered with the Company. The full name and address of the Proxyholder and of the Shareholder appointing the Proxyholder should be entered legibly in the Form of Proxy.
3.
4.
Corporate Information
Company Name Legal Form Commercial Credit and Finance PLC Incorporated as a Private Limited Liability Company under the Companies Act No. 17 of 1982 on October 04, 1982 and converted to a Public Company on 16th December, 1989 and re-registered under the Companies Act No. 07 of 2007 on 8th April, 2008. The Company is registered under the Finance Companies Act No. 78 of 1988 and re-registered under the Finance Business Act No. 42 of 2011. The Company is registered under the Finance Leasing Act No. 56 of 2000. The shares of the Company were listed on Dirisavi Board of the Colombo Stock Exchange on 1st June, 2011. The Stock Exchange code for the Company share is COCR. Registration Number (Under the Companies Act No. 17 of 1982) New Registration Number (Under the Companies Act No. 07 of 2007) Place of Incorporation Registered Office Telephone Fax E-mail Website Board of Directors N(PBS) 62 PQ 269 Kandy, Sri Lanka No. 106, Yatinuwara Veediya, Kandy, Sri Lanka +94 (0)81 2234963 - 4 +94 (0)81 2234390 ccl@cclk.lk www.cclk.lk Mr C Perera (Independent Non-Executive Director) - Chairman Mr R S Egodage (Executive Director) - Chief Executive Officer Mr G G Hemachandra (Executive Director) Mrs G R Egodage (Executive Director) Mr S K Gunarathne (Independent Non-Executive Director) Mr T Someswaran (Independent Non-Executive Director) Mr M S D Pinto (Independent Non-Executive Director) Dr. (Mrs) E Fernando (Independent Non-Exective Director) Jacey & Company No. 9/5, Thambiah Avenue, Colombo 07 Julies & Creasy No. 41, Janadhipathi Mawatha, Colombo 01 Ernst & Young Chartered Accountants No. 201, De Saram Place, Colombo 10 Commercial Bank of Ceylon PLC Hatton National Bank PLC Nations Trust Bank PLC Sampath Bank PLC National Development Bank PLC Seylan Bank PLC Mr T Someswaran (Chairman) Mr C Perera Mr S K Gunarathne Mr C Perera (Chairman) Mr S K Gunarathne Mr T Someswaran Mr R S Egodage Mr Shriyantha Perera Mr S K Gunarathne (Chairman) Mr C Perera Mr Sebasthiyan Nanayakkara Mr Janaka Deshapriya Mr Andrew Samuel Ms Vathsala Sathiyakeerthi Peoples Bank Bank of Ceylon Hongkong & Shanghai Banking Corporation Limited Deutsche Bank Pan Asia Banking Corporation PLC
Bankers
Audit Committee
Remuneration Committee
www.cclk.lk
DESIGN BY ARUNA WICKRAMARACHCHI TEL: 071 4943864 PRINTED AT DESIGN SYSTEMS