UNIVERSITY OF VOCATIONAL TECHNOLOGY

Faculty of Training Technology

Department of Management Studies
B.Tech in Industrial Management Technology

INDUSTRIAL & COMMERCIAL LAW

ASSIGNMENT

RESOURCE PERSON: Mr. ASANKA KARUNARATNA

Group Assignment
Group 06

M.M.H.Ahamad IM/17/B1/32
D.P.N.I.DEDUNU IM/17/B1/33
D.W.M.E.PRASADINI IM/17/B1/34
A.P.R.P.Premarathene IM/17/B1/35
D.M.A.K.DISSANAYAKA IM/17/B1/36
G.H.G.K.Aluthgama IM/17/B1/37
A.H.M.Arfath IM/17/B1/39

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CONTENT…..
1. Introduction
1.1 Background of Singer PLC
1.2 Company Profile
1.3 Vision, Mission and Values
1.4 Organization Structure
1.5 Company Structure

2. Corporate Governance

2.1. Governance Policy and Framework

2.2. Statement of Compliance

2.3. Minimum Public Holding

2.4. Business Governance

2.5. IT Governance

2.6 Governance Structure

2.7 Financial Reporting

2.8 Regulatory Compliance & Corporate Governance

2.9 Company Registration Number

2.10 Audit Committee

2.11 Remuneration Committee

2.12 Nomination Committee

2.13 Related Party Transactions Review Committee

2.14 Directorate

2.15 Singer Sri Lanka Connected with these Bankers

2.16 Auditors

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 2.17 Secretaries & Registrars

2.19 Registered Office

3. Labour Laws

3.1. EPF/ETF

4. Working Time

4.1. Overtime

5. Holidays and leaves privileges

5.1. Weekly Holidays

5.2. Constitutional holiday

5.3. Annual holiday/ Leave

6. Payment of Gratuity

7. Reference

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 1. Introduction

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 1.1. Background of the Singer PLC
Singer has been In Sri Lanka since 1877. 1st singer sewing machines went on sales at a
Colombo store. Today singer ( Sri Lanka ) PLC is a large diversified company with
unmatched presence throughout Sri Lanka. It remains a member of the worldwide franchise
of singer.

Beginning with the sewing machine, singer’s product portfolio has diversified to encompass a
highly successful multi- brand strategy combining product of top world marques with the
company’s own products across a range of household, industrial and financial categories.

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 1.2 Company Profile
Company Name
Head Office & Registered Office
Date of incorporation and place
Company Registration Number
Secretary to the Company
Auditors/Reporting Accountants
Managers
Registrars
Trustee
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Singer (Sri Lanka) PLC
No. 80, Nawam Mawatha,
Colombo 2, Sri Lanka
Telephone: 94-11-2316316 (13 lines)
Facsimile: 94-11- 2423544
E-mail: singer@singersl.com
Website: www.singersl.com
Public company with limited liability
Incorporated as a public company in Sri
Lanka on 30th December 1974 under the
Companies Ordinance and re-registered
under the Companies Act No. 07 of 2007 on
13th June 2008.
PQ 160
A.C.M. Irzan FCMA (UK)
KPMG Ford, Rhodes, Thornton & Co.
Chartered Accountants
No. 32A, Sir Mohamed Macan Markar
Mawatha,
P.O. Box 186,
Colombo 3
First Capital Asset Management Limited
No.75, Arnold Ratnayake Mawatha
Colombo 10
Tel: 94-11-2639840
94-11-2639898
Fax: 94-11-2639819
Business Intelligence Ltd
No. 8, Tickell Road Colombo 8
Tel: 94-11-5519900
Fax: 94-11-5579950
Bank of Ceylon
Investment Banking Division
23rd Floor, Head Office
No. 4, Bank of Ceylon Mawatha
Colombo 1
Tel: 94-11-2448348, 94-11-2542167 Fax:94-11-
2346842
 1.3 Vission,Mission and Values

VISION MISSION
To be the foremost Finance Company To continuously improve the quality of life of Sri
in Sri Lanka Lankans by providing convenient financial
solutions whilst encouraging savings by
providing the most friendly and reliable fixed
deposit services within the regulatory
framework.

VALUES
Community Competitors Consumers

We conduct our business by We respect our competitors We live up to the expectations

conforming to the ethics of our and recognise their of a responsible organisation
country and share the social contribution to the Finance by providing customer focused
responsibility towards the less Industry financial services
fortunate

Employees Environment Shareholder

We respect each other as We make every effort to We provide a reasonable

individuals and encourage ensure that the environment is return while safeguarding their
cross functional teamwork protected and conserved for investment
while providing opportunities the future generations
for career development

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 1.4 Organization Structure

Shareholders
Audit Committee

Board of directors of Parent

Board of directors

Company
Group Chief Executive
Nomination Committee

Committee

Executive committee
Transaction Review

Employee
Related Party

committee

Customer
Remuneration
Committee

Community

Environment
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 1.5 Company Structure

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2. Corporate governance
Group/Company ensures to comply with established best practices in corporate governance
and ensures the highest ethical standards in conduct of its business.

1.1. Governance Policy and Framework

Governance framework covers both corporate governance and the business governance.
Corporate governance and business governance are interrelated processes and one process is
always linked to and dependent on the other process. Business governance enables us to
focus on areas of value creation to the business. Corporate governance process is to safeguard
and ensure that the Group/Company achieve business performance maintaining a balance
between accountability and assurance of the business process.

In line with the above governance framework, the Group/ Company believes that successfully
run business enterprises are founded on a set of fundamental qualities – those that embed
transparency, accountability and responsibility within the core of its business operations.
Translated into action, the Group’s/Company’s strong core qualities and guiding corporate
governance functions ensure that we remain “law abiding”, strictly adhering to the laws and
regulations of the country. Business integrity and accountability to stakeholders are top of the
mind factors that we inculcate right across – from the Board of Directors to the shop floor.

2.2 Statement of Compliance

Singer Group is fully-compliant with the Code of Best Practices on Corporate Governance
issued in year 2017 by The Institute of Chartered Accountants of Sri Lanka as well as the
Rules on Corporate Governance published by the Colombo Stock Exchange, except which
are specifically mentioned in the corporate governance report. In addition to the above, our
Subsidiary Company Singer Finance (Lanka) PLC is fully-compliant with the requirement set
out by the Finance Companies Act No. 78 of 1988 and subsequent amendments and Finance
Companies Corporate Governance Direction No. 3 of 2008 issued by the Central Bank of Sri
Lanka (CBSL).

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 2.3 Minimum Public Holding

The public holding of the company as at 31st March 2019 was 7.72%, which is below the
minimum requirement of 20% as specified by the Listing Rules of the Colombo Stock
Exchange (CSE).

In terms of Rule No. 7.13.3 (iii) (ii) of the Listing Rules, the Company sought an extension
from CSE on complying with the minimum public holding on the basis that the public
holding was reduced consequent to the Mandatory Offer made under the Takeovers and
Mergers Code 1995 (as amended) in September 2017.

In response, the CSE by their letter dated 5th February 2019 has communicated to the
Company that an exemption has been granted up to 2nd August 2019.

2.4 Business Governance

Business governance (performance governance) is linked from Company’s Vision Statement

to Final Objective level of grass root level. Business governance process is started at the point
of preparing the annual plan and annual plan is focused on future strategic direction, long-
term objectives, medium-term objectives and short-term set targets. Annual plan is initially
approved by the Parent Company and subsequently reviewed and approved by the Board. The
Group CEO and Executive Committee review the strategic plan and budgets against the
actual performance on a monthly basis and at more frequent intervals, as needed and
Chairman and Board of Directors review actual performance at each Board meeting.

2.5 IT Governance

IT governance process of the Company ensures that IT objectives are aligned with the
business objectives that will meet its strategic and operational objectives. IT governance is an
integral part of the corporate governance process and which deals primarily with optimising
the linkage between Strategic Directions and Information Management of the Company.
Competent and dedicated staff are deployed to support this need. Company investment in IT
resources covers resources operated and managed centrally and resources deployed in various
places. IT resources include ERP system, other related business systems, Internet, emails and
other Company-wide data communication system.

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Impact of the IT governance to diverse functional areas of the Company is driven by certain
core objectives which are set below:

Investing in licensed software deployed in compliance with

Intellectual Property Law with a view to educate and mandate
Compliance compliance to such laws throughout the Company.

Streamlining of inventory management, logistic management

and credit management process so that integrity is maintained
Operational Efficiency across the value chain through near real-time processing.

All major IT investments are carefully evaluated by the IT team

and built into the business plan and carefully scrutinised at the
Prudent capital expenditure planning level, and approval is granted by the Board.

Ensuring process efficiencies to increase the contribution to

Customer convenience customer convenience.

Protecting the environment by reducing print through migration

Green IT to emails, SMS, social media and soft copies.

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 2.6 Governance Structure

External Regulations Internal Regulations

Articles of Association of the

Companies Act No. 07 of 2007
Company

Continues Listing Requirements of the Colombo Stock

Singer Finance Manual
Exchange

Code of Best Practice of Corporate Governance issued in year Code of ethics, human resources
2017 by The Institute of Chartered Accountants of Sri Lanka policies and procedures

Directives/ Regulations of the Securities and Exchange Information Technology and

Commission of Sri Lanka Other Internal Manuals

In case of Subsidiary Company Singer Finance (Lanka) PLC,

requirements set out by the Finance Companies Act No. 78 of
Standing Instructions, Policy and
1988 and Subsequent Amendments and Finance Companies
Procedures (P&P)
Corporate Governance – Direction No. 3 of 2008 issued by the
Central Bank of Sri Lanka

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 2.7 Financial Reporting

Sri Lanka Accounting Standards Companies Act No. 07 of 2007 Finance Leasing Act No 56 of 2000

2.8 Regulatory Compliance & Corporate Governance

As a registered finance company we conform to the Finance Business Act No 42 of 2011. The
Corporate Governance and Risk Management reports comply with the stipulations applicable to the
Registered Finance Leasing Establishments and listing requirements of the Colombo Stock Exchange.

Financial Reporting Standards, Finance Leasing Act No 56 of 2000 and the requirements of the
Companies Act No 7 of 2007.

2.9 Company Registration Number

Old - PBS 802 (S.P.)

New - PQ 160

2.10 Audit Committee

The Audit Committee consists of three Independent Non-Executive Directors and is chaired by an
Independent Non-Executive Director. Hence, the Committee operates as an effective forum in
assisting the Board in discharging their responsibilities by ensuring the quality of financial reporting
and related communication to the shareholders and the public.

The Audit Committee comprised three Non-Executive Independent Directors

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 2.11 Remuneration Committee

The scope of the Committee is to consider and recommend to the Board fees, remuneration and
perquisites of Chairman, Group CEO, Independent Directors and the Executive Directors of the Board
of the Company, including Alternate Directors and approve recommendations made by the Group
CEO and the Corporate Office of Singer Asia Limited the Intermediate Parent of the Company. .

2.12 Nomination Committee

Nomination Committee consists of one Independent Non-Executive Director, one Non-Executive

Director and two Executive Directors as at the end of the reporting period, 31st March 2018.

The key responsibility of the Committee is to propose a suitable charter for the appointment and
reappointment of Directors to the Board and to act in accordance with such a charter in proposing
appointments and reappointments. The charter covers areas such as qualifications, competencies,
independence and relationships which have potential to give rise to conflict vis-a-vis the business of
the Company etc.

Further, the Committee reviews the structure, size, composition and competencies (including the
skills, knowledge and experience) of the Board and makes recommendations to the Board on any
changes if necessary.

2.13 Related Party Transactions Review Committee

The Committee comprises three Non-Executive Independent Directors, one Non-Executive Director
and the Executive Director/Group Chief Executive Officer. One Independent Director of singer
Finance (Lanka) PLC attended the Committee to represent subsidiary company Singer Finance
(Lanka) PLC. The Finance Director functions as the Secretary of the Committee. The Board-Related
Party Transactions Review Committee was formed by the Board of Directors to assist the Board to
review all related party transactions in accordance with the requirements of the Code of Best
Practice on Related Party Transactions issued by the Securities and Exchange Commission of Sri
Lanka.

2.14 Directorate

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 A. Mohan Pandithage – Chairman (Executive)
 K. D. Dhammika Perera - Co-Chairman (Non-Executive Director / Co-Chairman)
 M. H. Wijewardene – Chief Executive Offcer (Executive Director) (Alternate H.P. Sujeewa Perera)
 Deepal Sooriyaarachchi (Independent Non Executive)
 M. Hisham Jamaldeen (Independent Non Executive) (Alternate L.N.S.K. Samarasinghe)
 Dumith H Fernando (Independent Non Executive)
 D. K. D. S. Wijeyeratne (Independent Non Executive)
 Stephen Goodman (Non Executive / Non Independent)
 Sarath C. Ganegoda (Non Executive / Non Independent) (Alternate K.K.L.P. Yatiwella)
 Otara Gunewardene (Independent Non Executive)

2.15 Singer Sri Lanka Connected with these Bankers

 Bank of Ceylon
 Commercial Bank of Ceylon PLC
 Deutsche Bank
 DFCC Vardhana Bank PLC
 Hatton National Bank PLC
 MCB Bank
 Nations Trust Bank PLC
 NDB Bank PLC
 Pan Asia Bank PLC
 People's Bank
 Sampath Bank PLC
 Seylan Bank PLC
 Standard Chartered Bank PLC
 The Hongkong & Shanghai Banking
 Union Bank

2.16 Auditors

KPMG
Chartered Accountants
No. 32A, Sir Mohamed Macan Markar
Mawatha

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 P.O. Box 186,
Colombo 3

2.17 Secretaries & Registrars

Hayleys Group Services (Private) Limited

2.18 Lawyers

Neelakandan & Neelakandan

Attorneys-at-Law & Notaries Public
M&N Building (Level 5)
No. 2, Deal Place
Colombo

2.19 Registered Office

No. 80, Nawam Mawatha,

Colombo 2, Sri Lanka
Telephone: 94-11-2316316 (13 lines)
Facsimile: 94-11- 2423544
E-mail: singer@singersl.com
Website: www.singersl.com

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3. Labour Laws
3.1. EPF/ ETF

 EPF

This is calculating for employee basic salary.

Member 8%

Company 12%

 ETF

This is also calculating for employee basic salary.

Member - No

Company - 3%

Normally when employee resign from a company they can get there ETF. But
commonly they can’t get there EPF. They can get there EPF after their age become 55.

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4. Working time

As per the SOEA regulation, the common time period of employment;

 A time period that does not go beyond eight hours a day

 A time period that does not go beyond forty-eight hours a week

The workers are allowed to a meal or rest break of half hour at the expiration of any
period of four hours of continual employment that is commonly translated into a meal and
rest brake of an hour each day.

No meal or rest brake will be permissible if the employees are not engaging in work
for over five hours on any given day.

4.1. Overtime

Overtime will be due to be paid where a worker is necessitated to work beyond the
prescribed hours of working. The regulation confines over to 12 hours per week. This
restriction however is not strictly imposed.

Additionally, in practice, administrative staff are not salaries overtime on the

foundation that such employees are not salaried relative to the hours worked but for the
fulfilment of responsibilities and occupations that are related to the relevant designations.

Wherever appropriate, overtime is to be paid at one and a half time the hourly
change and at amount in proportion for less than one hour. The procedure for the
calculation of overtime is illustrated below,

 Payment on a daily charge –

 Payment on a monthly charge – 1/8 of the monthly fee that is divided by 30

 Payment on a fortnightly change – 1/8 of the fortnightly fee that is divided

by 14

 Payment on a weekly charge – 1/8 of the weekly fee that is divide by 7

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5. Holidays and leaves privileges
5.1. Weekly holydays

A member of staff who works for no fewer than 28 hours (exclusive of breaks and
overtime) in any one week should be permitted to one and a half days of paid holidays in
that said week or the week that follows immediately after that. Usually such weekly
holidays are given as a half day on Saturday and a complete day on Sunday. It is also
ordinary for the majority of the organizations to offer a complete holiday on Saturday also.

Any worker who is necessitated to work on any weekly holiday is permitted to a sum
at the overtime amount in agreement with the procedure illustrated above

5.2. Constitutional holiday

Company workers are permitted to a salaried holiday on all constitutional holidays.
Presently such holidays are as below;

 Tamil Thai-Pongal day

 National day
 Milad-un-Nabi (holy prophet’s birthday)
 Day preceding the Sinhala and Tamil New Year
 May Day
 Day subsequent to the Vesak full moon poya day
 Christmas day

As maintained by the stringent application of the SOEA, the consent of the commissioner of
labour is mandatory for an office or shop member of staff to work on a constitutional holiday.
Nevertheless, in general practice in the event where a member of the staff works of a constitutional
holiday, then such workers are given a substitute holiday on any day prior to 31ST of December of
that said year or salaried an additional day’s income.

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 5.3. Annual holiday/ Leave

An office or worker is permitted to 14 days of yearly leave complete with the full
salary four each concluded year of service. That no fewer than seven days be permitted on a
successive basis. In value of the first year of service, a worker is permitted to a fair leave
that is calculated as below;

 14 days if service began on or after the 1st of January but before the 1st of
April.
 10 days if service began on or after the 1st of April but before the 1st of July.
 7 days if service began on or after the 1st of July but before 1st of October.
 4 days if service began on or after the 1st of October but before 31st of
December.

Beside the annual Leaves, an office or shop worker will be permitted to seven days of
informal leave in respected of every calendar year. Informal leave for the initial year of
service can be taken on the foundation of one day for every concluded period of two
months’ service.

The maximum annual leaves or holidays claims for workers in the building industry will be
one holiday for every unit of 18 days the employee had worked (maximum operational days
will be 252) and a maximum of 14 days.

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6. Payment of Gratuity

A employee committed get benefits like promotions, bonus and etc. When service of not
less than ten completed years.

Singer ( Sri Lanka ) PLC gratuity paid where the terminaton is by the death of employee.

Normally when employee can get there retirement after their age become 35.

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7.Reference

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