Asian Hotels and Properties PLC Asian Hotels and Properties PLC | Annual Report 2014/15 Asian Hotels and Properties PLC No. 77, Galle road, Colombo 03, Sri Lanka. T:0094 -11 2437437 F:0094 -11 5547555 Annual Report 2014/15 Corporate Information NAME OF COMPANY REGISTERED OFFICE Asian Hotels and Properties PLC No.77, Galle Road, Colombo 03 Tel: +94 11 2437437 Fax: +94 11 5547555 E-mail: grand@cinnamonhotels.com LEGAL FORM A Public Limited Liability Company incorporated in Sri Lanka in 1993 and registered with the Board of Investment of Sri Lanka under Section 17 of the Board of Investment Law No. 4 of 1978. The Company was re-registered as per the New Companies Act No. 7 of 2007 on 15th June 2007. AUDITORS KPMG Chartered Accountants 32A, Sir Mohamed Macan Marker Mawatha Colombo 03. BANKERS STOCK EXCHANGE LISTING The issued Ordinary shares of the Company are listed on the Main Board of the Colombo Stock Exchange of Sri Lanka. COMPANY REGISTRATION NO. PQ 2 BOARD OF DIRECTORS Deutsche Bank AG - Colombo Seylan Bank Ltd - Millennium Branch, Colombo Hongkong & Shanghai Banking Corp. Ltd. - Colombo Nations Trust Bank PLC - Union Place, Colombo DFCC Vardhana Bank Ltd. - W.A.D. Ramanayake Mw, Colombo. CITI Bank N.A - Colombo Bank of Ceylon - Colombo Commercial Bank of Ceylon PLC - Colombo Mr. Susantha Chaminda Ratnayake - Chairman Mr. Ajit Damon Gunewardene - Managing Director Mr. James Ronnie Felitus Peiris Mr. Rohan Jebashantham Karunarajah Mr. Suresh Rajendra Mr. Sanjiva Kanishka Gamini Senanayake Ms. Shirani Anoja Jayasekara Mr. Cholmondeley John Lloyd Pinto COMPANY SECRETARIES Keells Consultants (Private) Limited 117, Sir Chittampalam, A .Gardiner Mawatha, Colombo 2. Design & Concept by: Optima Designs (Pvt) Ltd. Printed by: Gunaratne Offset (Pvt) Ltd. Asian Hotels and Properties Plc Annual Report 2014/15 In an industry that caters to varied lifestyles, Cinnamon Grand has stood the test of time as a luxury hotel that delivers the best experiences to travellers from all over the globe. Every member of our team strives with passion and dedication to make every guest stay and experience an extraordinary one. We have remained true to the patterns that have kept our valued customers coming back over the years, by being the best in the business. We have remained in the hearts of our valued patrons who have returned time and time again to be a part of a sustainable, ethical and progressive movement, where luxury is not only guiltfree but aims at a greater cause. Through the blueprint of great service delivered by an exceptional team, consistent standards, amazing ambiance and locale, we have created unforgettable memories, and a formula for excellence as a city hotel, that is unmatched. 1 2 Asian Hotels and Properties Plc Annual Report 2014/15 Contents Group Financial Highlights of 2014/15 4 Our Year at a Glance 8 Chairman’s Message 16 Management Discussion & Analysis 22 Operating Environment 22 Group Performance Overview 24 Management Structure of Cinnamon Grand 30 Awards and Certifications 32 Stakeholder Mapping and Engagement Process 34 Developing a Dynamic Training Curriculum 45 Sustainable Business 50 Corporate Social Responsibility 55 Board of Directors 60 Risk Management 62 Corporate Governance 69 Annual Report of the Board of Directors 98 Financial Statements Financial Calender 106 Report of the Audit Committee 108 Statement of Directors’ Responsibility 110 Independent Auditors’ Report 111 Income Statement 112 Statement of Profit or Loss and Other Comprehensive Income 113 Statement of Financial Position 114 Statement of Changes in Equity 115 Statement of Cash Flow 117 Notes to the Financial Statements 118 Consolidated Value Added Statement 162 Information to Shareholders & Investors 163 Five-Year Financial Summary of the Group 165 Five-Year Financial Summary Property Development 165 Five-Year Financial Summary Cinnamon Grand Hotel 166 Notice of Meeting 167 Form of Proxy 171 Corporate Information Inner Back Cover Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Mission Business Values To generate long-term, sustainable, shareholder wealth by developing the capacity to add value to land, buildings and related investments and combine them uniquely so that they complement and reinforce each other. To provide a return on investment above the risk-free investment rate to shareholders. To increase productivity of the workforce and provide training in order to improve their knowledge, skills and attitudes and to optimise the use of available resources. To adhere to the highest levels of integrity, transparency and ethical conduct. 3 Asian Hotels and Properties Plc Annual Report 2014/15 Group Financial Highlights of 2014/15 2014/15 2013/14 Change % Financial Performance (Rs.'000) Total Revenue Gross Profit Net Finance Income Change in Fair Value of Investment Property Profit Before Taxation Income Tax Profit After Taxation 8,080,152 4,723,424 199,768 28,792 2,350,653 263,196 2,087,457 8,256,149 5,016,587 301,755 268,564 3,046,463 227,952 2,818,511 -2% -6% -34% -89% -23% -15% -26% Financial Position (Rs.'000) Shareholders’ Funds Market Capitalisation Net Cash Flow from Operating Activities Cash & Cash Equivalents Total Non Current Assets Current Assets Current Liabilities 24,036,938 27,894,844 2,575,285 2,858,903 25,463,363 3,932,511 1,387,524 22,336,058 26,035,188 3,321,144 3,434,655 23,261,641 4,358,004 1,273,455 8% 7% -22% -17% 9% -10% 9% Information per Ordinary Share (Rs.) Earnings 3.97 5.42-27% Dividend 4.0 4.0 0% Last Traded Market Price 63.0 58.8 7% Highest Market Price 75.0 79.0 -5% Lowest Market Price 58.0 57.0 2% Net Assets 54.2950.45 8% Key Performance Indicators Group Occupancy % 66%70% -4% P/E Ratio (Times) 15.8810.85 46% Dividend Pay-out Ratio (Times) 1.010.7436% Current Ratio ( Times) 2.83 3.42-17% Group Revenue & Profitability (Rs.Mn) Net Assets per Share (Rs.) 7,891 7,457 8,080 49 50.45 2014 8,256 2013 54.29 8,855 77.5% 30.98 3,336 Group Revenue Profit Before Taxation 2015 2012 2011 2015 2014 2,351 2013 2012 33.83 3,046 2,655 2,184 2011 4 Asian Hotels and Properties Plc Annual Report 2014/15 Rs. 3.97 Rs. 4.00 Rs. 54.29 Earnings Per Share Dividend Per Share Net Assets Per Share Rs. 8.08 Bn Rs. 2.08 Bn 46% Group Revenue Profit After Tax Rooms Market Share Earnings per Share (Rs.) 5.63 Dividend Payout Ratio (Times) 5.42 1.01 4.85 77.5% 0.71 0.74 2014 3.97 2013 4.01 0.41 2015 2012 2011 2015 2014 2013 2012 2011 0.12 5 6 Asian Hotels and Properties Plc Annual Report 2014/15 Dining The best in quality, the Freshest ingredients. We present the discerning patterns that delight and titillate the taste buds in a profusion of great skill, culinary artistry and flavours from around the world. Asian Hotels and Properties Plc Annual Report 2014/15 Ambience Relaxed, invigorating, intimate, adventurous. Whatever ambience you seek, we can offer a diverse range of dining and entertainment options that can soothe, and energise your mind and soul. 7 8 Asian Hotels and Properties Plc Annual Report 2014/15 Our Year at a Glance APRIL LA SALLIAN MONTESSORI PROJECT – PHASE II MAY LAUNCH OF SUSTAINABILITY FACEBOOK PAGE ALMSGIVING FOR SAMANERA MONKS AT NUGA GAMA Cinnamon Grand organised an alms giving ceremony for the sangha at Nuga Gama, in view of the Vesak celebrations. The Head Priest of the Sri Nandana Pirivena Sarikkamulla, Keselwatta and 48 samanera monks attended the alms giving. A special page on sustainability was launched in line with Earth Day on the main Cinnamon Grand Facebook page. This page includes information on the hotel’s sustainability policy and tips on how individuals can help make a difference in creating a better planet. On Earth Day, the Green Team and associates of Cinnamon Grand volunteered to paint the La Sallian Montessori Modera, to bring the beauty of nature within the walls of the Montessori, given its location devoid of a natural landscape. This was the Phase II of an ongoing commitment to uplift the educational standards of these under privileged students, growing up in a challenging environment. SUSTAINABLE VESAK AT CINNAMON GRAND Cinnamon Grand Colombo in keeping with its promise of being a sustainable five-star city hotel decorated the premises with unique decorations made out of discarded plastic bottles and cups. The décor was based on a three-month collection of 3,500 plastic bottles and 8,000 plastic cups. Asian Hotels and Properties Plc Annual Report 2014/15 JUNE WORLD ENVIRONMENT DAY SEMINAR ON CLIMATE CHANGE Cinnamon Grand Colombo organised a seminar for associates on Climate Change in commemoration of World Environment Day. Senior Lecturer Dr. Erandathi Lokupitiya from the University of Colombo provided insights into this subject. BANNERS TO BAGS (B2b) SALE The fifth edition of Cinnamon Grand’s unique recycling initiative Banners to Bags (B2b) sale was held on World Environment Day on 5th June. 170 durable, water-proof and trendy bags were made with the 45 banners which were recycled for this cause. INTER-DEPARTMENTAL PLANET QUIZ CINNAMON GRAND WINS BATTLE OF THE SPICES Cinnamon Grand Colombo organised an Inter-departmental Planet Quiz in commemoration of World Environment Day on 06th June. Based on sustainability, climate change and eco practices at the hotel, the firstever quiz was a resounding success, with the HR team emerging winners. GRAND EXPERIENCE FOR JAFFNA STUDENTS Cinnamon Grand Colombo hosted 30 students from Jaffna to a hotel tour, giving them the total hotel experience. Cinnamon Grand won the coveted Chairman’s Trophy at the 10th edition of the annual ‘Battle of the Spices’ encounter between Cinnamon Grand and Cinnamon Lakeside. Cinnamon Grand’s Dimutha Fernando from Housekeeping was bestowed the title ‘Man of the Match’ while also taking home the title ‘Best Batsman.’ Sasindu Madusanka from Grand’s F&B Banquets was deemed ‘Best Bowler’ at the match. 9 10 Asian Hotels and Properties Plc Annual Report 2014/15 Our Year at a Glance Contd. JUNE DENGUE AWARENESS SEMINAR JULY TRIPADVISOR CERTIFICATES OF EXCELLENCE National Dengue Control Unit, Consultant Community Physician Dr. Namalika Pannilahetti addressed the issues relating to and the prevention of dengue at an awareness seminar organised for hotel associates. GREEN CORRIDOR – PHASE II The world’s largest travel site, TripAdvisor further sealed Taprobane, Nuga Gama, The London Grill and Echo with a branding stamp of distinction, honouring them with Certificates of Excellence. Cinnamon Grand’s Green Corridor was re-launched with informative boards showcasing the hotel’s monthly consumption of water, electricity and waste generated, etc; to create awareness among associates about the hotel's carbon footprint. OPENING OF NOODLES RESTAURANT Expanding the eclectic dining offerings, Cinnamon Grand opened a new restaurant Noodles, featuring a fusion of flavours from Vietnam, Thailand, Singapore, Japan, China and Malaysia. Extending the number of dining outlets to 14, the new restaurant presents over 70 noodlebased broths and dishes, made from 10 varieties of noodles. GRAND TOUR FOR THE STUDENTS OF CEYLON SCHOOL FOR DEAF AND BLIND Cinnamon Grand Colombo hosted 35 students with hearing impairments for a short tour of the hotel, concluding with lunch at Nuga Gama. Asian Hotels and Properties Plc Annual Report 2014/15 AUGUST SEPTEMBER INTER-COMPANY SWIMMING MEET VISIT OF CHINESE PRESIDENT World Tourism Day Supplier meet Cinnamon Grand Colombo extended a grand welcome to His Excellency President of China Xi Jinping and First Lady Peng Liyuan who arrived in Sri Lanka for a State visit on 16th September. Cinnamon Hotels & Resorts Sector Head-City Hotels and Cinnamon Grand General Manager Rohan Karr welcomed the President. Cinnamon Grand and Cinnamon Lakeside teamed up for the JKH Intercompany Swimming Championship under the ‘Cinnamon's city hotels’ banner and emerged Overall Runners Up of the championship. The combined team also took home the Overall Men's Championship Trophy. VISIT OF MALDIVIAN PRESIDENT Cinnamon Grand Colombo hosted Maldivian President Abdulla Yameen Abdul Gayoom as he arrived in the country for the 8th General Meeting of International Conference of Asian Political Parties (ICAPP). In commemoration of World Tourism Day, Cinnamon Grand Colombo organised a Supplier Meet on 27th September at Nuga Gama. The event provided a platform for over 20 talented artisans from across the island to showcase their skills and promote sales within Cinnamon's city hotels. 11 12 Asian Hotels and Properties Plc Annual Report 2014/15 Our Year at a Glance Contd. OCTOBER JKH INTER COMPANY RUGBY 7’S NOVEMBER BREAST CANCER AWARENESS SEMINAR AND SCREENING SECRETARIES' NIGHT Committed to nurturing the wellbeing of Cinnamon Grand's associates, the hotel conducted a Breast Cancer Awareness Seminar followed by a free-cancer screening and papsmear test courtesy of Cancer Control Program for female staff. This was in commemoration of World Breast Cancer Awareness Month (October). Cinnamon Hotels & Resorts Sector Head-City Hotels and Cinnamon Grand General Manager Rohan Karr along with the sector sales team hosted an evening of appreciation and celebration to thank all those who support the Cinnamon's city hotels – Cinnamon Grand, Cinnamon Lakeside and Cinnamon Red at a gala Secretaries' Night in November at the Oak Room, Cinnamon Grand Colombo. Held for the first time under the city sector banner, the evening saw 650 guests enjoying an eventful evening. JKH Intercompany Rugby 7’s was held on 4th October at CR&FC. The team from Cinnamon Grand emerged Plate Champions at the event. Cinnamon City Hotels – Cinnamon Grand Colombo, Cinnamon Lakeside and Cinnamon Red joined as one to cheer all teams and shared a common ‘Cinnamon City Hotels’ tent at the event. MISS FRANCE AND FRENCH TRAVEL AGENTS AT NUGA GAMA Cinnamon Grand hosted reigning Miss France 2014 Flora Coquerel, Miss France 2012 Delphine Wespiser and 57 French travel agents for a lavish authentic Sri Lankan dinner at Nuga Gama as they concluded a mega island familiarisation tour organised by Cinnamon Hotels & Resorts in partnership with SriLankan Airlines. Asian Hotels and Properties Plc Annual Report 2014/15 INTER-DEPARTMENT CRICKET SIXES Over 600 Cinnamon Grand associates gathered at the BRC Grounds to see 30 teams competing neck-to-neck, vying to take home the championship trophies (men/women) at the annual Inter-Department Cricket Sixes. Housekeeping Superkings B team won the men's championship trophy while F&B Avengers won the womens championship. A Cricket Carnival was also organised to ensure a fun-filled day for the associates. DECEMBER JANUARY 2015 VISIT OF FORMER MALAYSIAN PRIME MINISTER GRAND SERVES REFRESHMENTS TO MASSES ATTENDING HIS HOLINESS POPE FRANCIS’S MASS AT GALLE FACE GREEN Cinnamon Grand extended a warm welcome to former Prime Minister of Malaysia Hon. Tun. Dr. Mahathir Mohamad who arrived at the hotel on 09 December for a short stay to attend the ‘Hambantota Conclave ’14, a first-of-its-kind forum bringing together major international investment gurus and business community of Sri Lanka. Resident Manager Chris Quyn is pictured welcoming him. Santa’s Workshop Over 230 kids enjoyed the magic of the season inside Santa’s Kitchen at Cinnamon Grand’s popular Santa’s Workshop, held for the seventh consecutive year. During His Holiness Pope Francis’s two-day visit to Sri Lanka, the Pope conducted a mass for the populace at the Galle Face Green on 14 January. For the large crowd that came from near and afar, Cinnamon Grand hosted a coffee stall in the early hours of the morning and a cool drinks stall from mid morning till noon. Over 15,000 cups of coffee were served to pilgrims heading for the mass in the morning and nearly 50,000 cups of cool drinks in the afternoon for those returning from the mass. 13 14 Asian Hotels and Properties Plc Annual Report 2014/15 Our Year at a Glance Contd. JANUARY 2015 FEBRUARY MARCH TGIF Facebook competition Students from Management Faculty of Uva Wellassa visit grand Cinnamon Grand becomes the most sustainable City Hotel in Sri Lanka Cinnamon Grand Colombo launched a weekly Thank Grand It’s Friday Competition, giving away exciting prizes courtesy the hotel through a range of Facebook competitions to loyal fans and patrons. Cinnamon Grand Colombo achieved its vision of becoming the most sustainable five-star city hotel in Sri Lanka by 2015, by putting in place the state-of-the-art Schneider Building Management System (BMS) at an investment of Rs.170 million. China's Tianjin Maritime College students visit grand Cinnamon Grand Colombo hosted 17 students from Tianjin Maritime College on a Grand hotel tour, educating them on products and services that the hotel offers and the efficiencies that make Cinnamon Grand a truly ‘grand’ hotel. 40 hospitality management students from the Management Faculty of Uva Wellassa University toured Cinnamon Grand Colombo. After the tour, Cinnamon Hotels & Resorts Sector Head-City Hotels and Cinnamon Grand General Manager Rohan Karr shared his life experience in an inspiring speech and entertained questions from students as well. The hotel is also the first hotel in South Asia to put the system in place. With the wholly integrated system, Cinnamon Grand is coined as an “intelligent building” by Lanka Energy Conservation, the company that worked with the hotel in implementing the system. Asian Hotels and Properties Plc Annual Report 2014/15 Long Service Awards Cinnamon Grand held its annual Service Awards to felicitate the commitment of associates who have served the hotel over the years. 165 staff members who had completed tenures of five, 10, 15, 20, 25 and 30 years were recognized at this annual event by Cinnamon Hotels & Resorts Sector Head-City Hotels and Cinnamon Grand General Manager Rohan Karr. Associates Quarterly Meeting Cinnamon Grand Colombo held its Associates Quarterly Meeting at the Oak Room. Cinnamon Hotels & Resorts Sector Head-City Hotels and Cinnamon Grand General Manager Rohan Karr commended and recognised several dynamic and dedicated members of the Grand team for their dedication and commitment towards the hotel while also expressing his plans for the future. Don’t Drink and Drive campaign workshop – Phase II Earth Hour Phase II of the Don’t Drink and Drive campaign was held on 30th and 31st March at the Ivy Room as a City Sector initiative, educating over 250 F&B personnel of the three city hotels – Cinnamon Grand, Cinnamon Lakeside and Cinnamon Red. An initiative by the Marketing Communications and F&B Departments of Cinnamon Grand, the campaign was organised in partnership with Diageo. The trainer for the Drink IQ program Gavin Gomez, a representative from Diageo arrived in Sri Lanka for the training, which focused on educating beverage handlers of the hotels on correct methodologies of serving customers. A total of eight, one-and-a-half hour sessions were conducted within the two days. Cinnamon Grand Colombo joined the global Earth Hour initiative by switching off lights at all restaurants and public areas for 60 minutes starting 8.30 p.m. Over 1000, patrons who were dining in the hotel’s 14 restaurants and 900 invitees attending the gala cocktail celebrating the 41st Convocation of the Bar Association of Sri Lanka were participants of this initiative. 15 16 Asian Hotels and Properties Plc Annual Report 2014/15 Chairman’s Message In keeping with the overall branding strategy, the new brand identity was finalised during the year which will help the Cinnamon brand occupy a unique positioning in an increasingly-fragmented market. Cinnamon will be differentiated as a Lifestyle brand, enabling us to go beyond the traditional hospitality offerings by focusing on experiences that will inspire our customers. We call this ‘inspired living’. Cinnamon Grand’s Green Vision of becoming the Most Sustainable FiveStar City Hotel in Sri Lanka by 2015 was achieved during the period under review with the commissioning of the new BMS, which not only infused multiple benefits that would ultimately minimise its carbon footprint, but also made the property a leader in sustainable energy management in Sri Lanka. Dear Stakeholder, On behalf of the Board of Asian Hotels & Properties PLC, I am pleased to present the Annual Report and Financial Statements of the Company and the Group for the year ended 31st March 2015. Group Performance The room inventory within the City of Colombo witnessed substantial growth in the year under review, particularly in the three and four star category intensifying competition and restricting growth in average room rate for the five-star city hotels. Whilst this increase in capacity stemmed from the expected growth in tourist arrivals, these new offerings at lower rates resulted in a citywide drop of 2 per cent in the business segment of the five-star city hotels. Nevertheless, your Group retained its leadership position among the five-star city hotels which is reflected in the 46 per cent market share achieved during the year. Group revenue showed a marginal decrease to Rs. 8.08 Bn in the current year compared to the Rs. 8.26 Bn achieved in 2013/14 with the Group's signature restaurants and banquet venues excelling and generating incremental revenue of Rs. 170.3 Mn over last year, which helped to mitigate the fall in room revenue. The effectiveness of stringent cost management initiatives that were launched during the year is reflected in the marginal increase in Group expenses by only Asian Hotels and Properties Plc Annual Report 2014/15 4 per cent compared to last year. Income tax expense increased by 15 per cent due to the new turnover based income tax adopted by the Company at the conclusion of the BOI tax holiday period on 31st March 2014. Group profit before tax was Rs. 2.35 Bn compared to the Rs. 3.05 Bn achieved during 2013/14. This included the change in fair value of the investment property amounting to Rs. 28.7Mn and Rs. 268.5 Mn respectively. Cinnamon Grand Colombo Cinnamon Grand Colombo recorded an average occupancy of 75 per cent which was well above the five-star city hotels average of 55 per cent, while maintaining a market share of 32 per cent. Revenue grew by 1 per cent to Rs. 4.93 Bn primarily due to the Rs. 122 Mn increase in food and beverage revenue although room revenue was 4 per cent lower than the previous year. However, the altered revenue composition and the increase in overheads led to the Hotels profit declining by 11 per cent to Rs. 1.54 Bn from the profit of Rs.1.73 Bn reported for the last financial year. the Rs.2.94 Bn recorded in 2013/14. The lower GP margins due to the altered revenue mix and the increase in sales and marketing expenses contributed to the decline in Profit Before Tax to Rs. 664 Mn, compared to the profit of Rs.871.8 Mn in the previous year. Property Development The Company's Property Development Division's Crescat Boulevard continued to affirm its position as Colombo’s premier shopping mall, with shop rental income increasing by Rs. 21 Mn yearon-year. Leasing revenue decreased by Rs.46.5 Mn over the previous year while apartment sales dropped by Rs.37.5Mn due to the conclusion of the sale of apartments as the Company concluded revenue recognition on all apartments of the Emperor project in the previous year. Profit Before Tax decreased to Rs. 293 Mn, primarily due to the comparatively lower gain arising from the fair valuation of investment property which decreased to Rs.8.1 Mn from the Rs. 268.5 Mn in the preceding year. Global Tourism Cinnamon Lakeside Colombo Food and Beverage business generated Rs. 1.27 Bn in revenue, which is a 4 per cent increase over the previous year. In spite of the intense competition, the average room rate was maintained at Rs.18,267/-, however, room revenue declined by Rs. 213.5 Mn due to the drop in yearround occupancy. Net revenue for the year amounted to Rs 2.79 Bn against Although global economic growth in 2014 as per the World Bank was relatively muted at 2.6 per cent, outbound travel recorded robust growth with an additional 51 million tourists travelling internationally despite health and aviation safety concerns, political, economic and security concerns in many key markets. International arrivals worldwide reached 1,138 million, representing year-on-year growth of 4.7 per cent according to the World Tourism Barometer published by the United Nations World Tourism Organisation (UNWTO) in January 2015. Led by stronger growth in Asia and the Pacific (+4 per cent to +5 per cent), the Americas (+4 per cent to +5 per cent) followed by Europe (+3 per cent to +4 per cent), prospects for global tourism are positive. Sri Lanka Tourism Tourist arrivals to Sri Lanka continued to demonstrate strong growth with Sri Lanka surpassing its annual tourism target of 1.5 million arrivals for 2014, recording 1,527,153 international tourist visits to the country, representing a growth of 19.8 per cent over the previous calendar year. The surge in arrivals was led by the Chinese market, which grew by 136 per cent year-on-year and became the third largest source market in to Sri Lanka. In comparison, the two other main source markets, India and UK, recorded a growth of 16.3 per cent (242,734 arrivals) and 4.9 per cent (144,168 arrivals) respectively. Germany and France, considered as traditional source markets, also performed well. According to the Central Bank of Sri Lanka, receipts from tourism in 2014 grew by 42 per cent to USD 2.4 billion. The Sri Lanka Tourism Development Authority (SLTDA) has established a target of two million arrivals for 2015. The growth in the first quarter of 2015 has averaged 14 per cent. Coupled with the ongoing private and public sector marketing initiatives and interest in the destination, which has 17 18 Asian Hotels and Properties Plc Annual Report 2014/15 Chairman’s Message contd. been stimulated by positive global media coverage, it is anticipated that growth in tourism will be strong in the ensuing year. New Initiatives As stated last year, a new property management system was installed at Cinnamon Grand and Cinnamon Lakeside during the year under review. The new system, which runs on the world-renowned SAP platform has seamlessly integrated back office and front office processing, enhancing operational efficiencies and making guest information available across all Cinnamon Hotels and Resorts. Furthermore, it provides further assurance of the adequacy of the Company's internal control on financial reporting as required by the Sarbanes-Oxley Act. In keeping with the overall branding strategy, the new brand identity was finalised during the year which will help the Cinnamon brand occupy a unique positioning in an increasinglyfragmented market. Cinnamon will be differentiated as a Lifestyle brand, enabling us to go beyond the traditional hospitality offerings by focusing on experiences that will inspire our customers. We call this ‘inspired living’. In keeping with this brand promise, Cinnamon Hotels & Resorts took the initiative to establish vibrant lifestyle offerings through several inspiring events. These included the pre-pageant tours for the Miss India and Miss China contestants, a unique familiarisation tour for French travel agents titled "Treasure Hunt" and Asia’s first-ever Travel Bloggers Conference which not only helped to create significant publicity and exposure for the Cinnamon Hotels & Resorts Brand among the target markets and in the online sphere, but also enhanced the attractiveness of Sri Lanka as a “must visit” tourism destination. With the installation of the Building Management System (BMS), which uses the world's first magnetic bearing chiller technology to control, monitor and quantify energy usage across the entirety of the hotel, Cinnamon Grand became the most intelligent building in Sri Lanka and the first hotel in South Asia to deploy the BMS. The hotel has achieved a substantial saving on energy following installation. Awards and Accolades The benchmarked leadership status espoused by the Cinnamon brand has placed both Cinnamon Grand and Cinnamon Lakeside as award winning properties, which have over the years, gained numerous accolades that add credence to its superlative product and service offerings, innovative mindset and excellence in service standards. The sustainable business model of the Group is founded on the simple strategy of conducting business with a responsible consciousness for social and environmental dynamics. Our systems, processes and, most importantly, our mindset are developed on platforms that reflect our social and environmental consciousness, resulting in the permeation of socio-economic benefits to every stakeholder. I am indeed proud that Cinnamon Grand’s Green Vision of becoming the Most Sustainable Five-Star City Hotel in Sri Lanka by 2015 was achieved during the period under review with the commissioning of the new BMS, which not only infused multiple benefits that would ultimately minimise its carbon footprint, but also made the property a leader in sustainable energy management in Sri Lanka. Further details of our achievements are comprehensively captured in our Management Discussion & Analysis. Outlook for the future Tourist arrivals are expected to continue the current growth trajectory driven by newly established source markets which have demonstrated significant growth potential. Arrivals from China are likely to continue the strong growth momentum witnessed in 2014, driven by increasing awareness, focused marketing and better connectivity. Arrivals from India, the largest source market, are expected to grow with both the leisure and business segments contributing. While the Sri Lankan tourism industry has recorded double digit growth over the past few years, there still remains untapped potential, particularly in terms of attracting outbound travel under Meetings, Incentives, Conferences and Exhibitions (MICE) tourism segments from key source markets such as India. India is expected to record a significant increase in outbound travel over the next five years. Amongst the outbound Asian Hotels and Properties Plc Annual Report 2014/15 tourist segment from India, the MICE segment has shown encouraging growth over the years, both in terms of absolute tourist numbers and average spend per tourist. India is expected to continue to drive outbound travel in the MICE market where Sri Lanka has the distinct added advantage of being located within close proximity and will further benefit from the improving connectivity between the two destinations. Your Company remains positive that the newly initiated Cinnamon brand architecture, coupled with the digital and social media strategy, will strengthen the Cinnamon brand presence and help achieve differentiation in a market which now has a variety of product and service offerings. We will continue our online marketing strategy in order to drive direct online sales. The revamped, responsive and multilingual Cinnamon website, in keeping with the new brand identity, will be launched by December 2015. With the standardisation of all online marketing components and furtherance of our vibrant social media strategy, we are confident of securing a stronger online brand presence and establishing Cinnamon Hotels & Resorts as the leading lifestyle brand in Sri Lanka. Conclusion I express my sincere thanks to our shareholders for their continued confidence in the Group and take this opportunity to thank my fellow directors for the guidance and support extended during this year. Reflecting on the performance of the Group, on behalf of the Board of Directors, I wish to express my sincere appreciation to each of our guests, our valued business partners who have remained firm in their relationships with us and to our team for whom no challenge is impossible, proving unequivocally that excellence is a bar that must be continuously pushed upwards. Susantha Ratnayake Chairman Asian Hotels and Properties PLC 29th May 2015 19 20 Asian Hotels and Properties Plc Annual Report 2014/15 Service The pattern of great service, excellence is ingrained in all our staff. Like the diverse lines that run across the palm, the passion and dedication that we cherish runs through every individual, as we work together towards excellence. Every minute detail counts. Asian Hotels and Properties Plc Annual Report 2014/15 21 Relaxation Take the plunge and experience luxe fivestar facilities in the very heart of Colombo. Whether it's a high powered business lunch or a day out with the kids, our pattern of quality never wavers, never diminishes. This uniformity is a pattern and a passion. Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Operating Environment Per Capita GDP & Annual Average Inflation 7.6% 6.7% 6.2% 2,922 2,836 6.9% 3.3% 3,280 3,625 2,397 2014 2013 2012 As per the IMF World Economic Outlook, the global economy recorded a modest 3.4 per cent growth in 2014 – primarily driven by advanced economies, while emerging and developing markets lagged behind. Despite the slowdown, emerging markets and developing economies still accounted for threefourths of the global growth in 2014. Growth in the United States was stronger than expected, averaging a 4 per cent annualised rate in the last three quarters of 2014, while in the Euro area, activity was weaker than expected mid-last year but showed signs of improvement in the fourth quarter, with consumption supported by lower oil prices and higher net exports. Asia Pacific also slowed its growth progress from 5.9 per cent in 2013 to 5.6 per cent in 2014. The setback is attributed to the internal and external activities in the region, while the sluggish development in large economies such as China, Japan and Indonesia also added extra weight. Overall, global growth is anticipated to reach 3.5 per cent and 3.8 per cent in 2015 and 2016, respectively. Growth projection for 2015 marks the advanced economies taking a stronger lead than in 2014, while emerging markets continue on a sluggish pace, reflecting more subdued prospects for some large emerging market economies and oil exporters. Asia’s growth forecast has been trimmed to 5.6 per cent in 2015 2011 Global economy 2010 22 Per Capita GDP US$ Annual Average Inflation (%) Source: Central Bank of Sri Lanka Annual Report 2014 and 5.5 per cent in 2016, with diverse performances across the region. However, India’s growth is expected to strengthen from 7.2 per cent last year to 7.5 per cent this year. Sri Lankan Economy According to the Central Bank of Sri Lanka Annual Report 2014, the Sri Lankan economy sustained its growth momentum, recording a real GDP growth of 7.4 per cent during 2014, compared to 7.2 per cent in 2013. Inflation remained at low single-digit levels throughout 2014, reflecting the impact of demand management policies, improved supply conditions, downward revision of administered prices and effectively-contained inflation expectations. The Sri Lankan Rupee appreciated by 0.29 per cent during the first nine months of the year in the backdrop of increased earnings from exports of goods and services and higher workers’ remittances, but remained relatively stable during 2014. Interest rates in most market segments declined to historically-low levels during 2014, with the relaxed monetary policy stance of the Central Bank and high excess liquidity in the domestic money market supported by low inflation expectations. The growth in earnings from tourism was supported by increased average spending of tourists and average period of stay, together with increased tourist arrivals during the year. The tourism sector also benefitted from electricity tariff reductions. The electricity tariff, which was raised substantially in 2013, was revised downwards in 2014. This resulted in a 15 per cent downward revision to the tariff applicable on ‘Hotels’ and all other ‘Industry’ and ‘General Purposes’ categories. Meanwhile, the Fuel Adjustment Charge (FAC) was absorbed into the energy charge while maintaining effective reductions at levels stated above. Global Tourism Industry Overview According to the latest UNWTO World Tourism Barometer, international tourist arrivals reached 1,138 million by end 2014, a 4.7 per cent increase over the previous year. This is the fifth consecutive year of robust growth in international tourism above the long-term average since the financial crisis of 2009. The growth in 2014 was mainly driven by America, which saw a 7 per cent increase in tourism, followed by Asia and the Pacific region, which saw a 5 per cent growth. Meanwhile, it’s Asian Hotels and Properties Plc Annual Report 2014/15 “The growth in earnings from tourism was supported by increased average spending of tourists and average period of stay, together with increased tourist arrivals during the year.” Market Wise Tourist Arrivals as a percentage of total arrivals 2014 heartiening to note that the sub region South Asia experienced a faster growth in tourism, valued at 7 per cent, which is indeed encouraging. Demand is expected to grow in 2015 supported by lower oil prices, which will reduce cost of transportation and boost economic growth by enhancing purchasing power and private demand in oil importing economies. However, lower oil prices could negatively impact some of the oil exporting countries which have emerged as strong tourism source markets. The forecast for 2015, although not exceptional, is predominantly positive. Global tourism is projected to continue its growth trend at a slow 3 to 4 per cent. The Asia Pacific region is expected to sustain comparatively high 4 to 5 per cent growth. Sri Lankan Tourism Industry Sri Lanka’s tourism industry performance continued to remain positive in 2014, with 19.8 percent growth compared to last year. However, 2014 tourist arrivals in the country surpassed the United Nations World Tourism Organisation’s 2014 annual estimates of 4.7 per cent growth for the entire world and 7.1 per cent growth for South Asia. Subsequently, the hotels and restaurants sub sector expanded at a slower pace of 11.5 per cent during 2014, compared to 22.3 per cent in 2013. Further, the room occupancy rate in graded hotel establishments approved by the Sri Lanka Tourism Development Authority (SLTDA) increased to 74.3 per cent in 2014, from 71.7 per cent in the previous year. Earnings from tourism surpassed the USD 2 billion landmark by the 2013 Tourist Arrivals (No. of Tourists) 178,672 Middle East 6% 6% Africa 1%1% East Asia 14% 18% South Asia 26% 24% Australasia 5%4% 105,535 90,339 90,279 121,576 109,420 107,057 74,838 2013 2014 Source: Sri Lanka Tourism Development Authority. 123,269 153,918 Dec 10% 90,046 107,016 Nov 10% 80,737 103,175 Oct Eastern Europe 112,631 Sep 31% 113,208 119,727 140,319 Aug 33% 113,968 Jul Western Europe 110,543 Jun 0% 133,971 May 5% 0% 133,048 Apr 5% Latin America 141,878 Mar North America 146,575 Feb 20132014 Jan 23 24 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Group Performance Overview "The premium five-star Cinnamon Grand was the chosen venue for the Chinese President, First Lady and the trade delegation, which further confirmed the hotel’s service excellence, having been able to successfully serve, one of the world’s most powerful leaders of our time" end of the year, registering an annual growth of 41.7 per cent. The growth in earnings from tourism was supported by increased average spending of tourists and average period of stay, together with increased tourist arrivals during the year. Tourism arrivals remained strong in early 2015, with arrivals increasing by 6.6 percent, 16.7 percent, and 18 percent respectively, in January, February and March. Western Europe remained the largest source destination for tourists, accounting for 479,007 arrivals, followed by South Asia with 370,299 arrivals. Country-wise India, UK, China, Germany and the Middle East were the top five tourism sources in 2014, accounting for 46 per cent of total arrivals. Market Overview While the year under review saw a level of competition previously never experienced among Colombo’s city hotels, the Cinnamon brand continued to retain its market leadership. Despite a 1.5 million influx of tourist arrivals to the country, comparative to last year, the city occupancy increased marginally to 55 per cent compared to last year’s 53 per cent. It is important to note that there were no significant MICE events during the year, as opposed to what was witnessed in the preceding years. Therefore five-star city hotels depended largely on corporate and leisure segments of the business. Newly-opened three-star properties limited the pricing flexibility of the two Cinnamon city hotels. In response to these properties entering the market, the Group had to adopt a volume-driven strategy by leveraging on brand and service levels. A momentous occasion for the Group in 2014 was the President of China, His Excellency Xi Ping, choosing a Cinnamon hotel to stay during his official State visit to Sri Lanka. The premium five-star Cinnamon Grand was the chosen venue for the Chinese President, First Lady and the trade delegation, which further confirmed the hotel’s service excellence, having been able to successfully serve one of the world’s most powerful leaders of our time. Representing the premium segment of the city hotels market, the brand, through Cinnamon Grand and Cinnamon Lakeside, holds a market share of 46 per cent among Colombo city hotels, well above its fair share of 38.7 per cent. Cinnamon Hotels & Resorts Sector Head-City Hotels and Cinnamon Grand General Manager Rohan Karr extending a grand welcome to His Excellency President of China Xi Jinping and First Lady Peng Liyuan Asian Hotels and Properties Plc Annual Report 2014/15 A new branding initiative will be rolled out during the new financial year which will enhance market and mind share of the brand. The rejuvenated Cinnamon brand will be unveiled in mid-2015, accompanied by acrossthe-board improvements that will position the brand well above the competition. Group Revenue Composition (%) 2015 Group Expenses (%) 2015 2014 2014 Group Performance Highlights Group revenue declined by 2 per cent in 2014/15, from Rs. 8.25 Bn in 2013/14, to Rs. 8.08 Bn, in the current year. Notably, Group revenues have remained on a growth trajectory since 2010/11, indicating the strength of the brand. However, consequent to the dual impacts of revenue reduction from Cinnamon Lakeside and the Property sector, Group revenue registered a decline during the current financial year. Although the Property division was a major contributor to Group revenue in the past, the dynamics changed with the completion of all apartment sales by April 2013. The division now relies mainly on the rent income earned from the Crescat mall. The Group's hotels are now the core contributors to Group revenue, with only a marginal contribution coming from the Property division. With the last tranche of the payment for apartment sales at the Emperor residencies being concluded during the last financial year, revenues from the Property sector are now tapering off. As a result, Group revenues from 20142015 Rooms 49%46% F&B 41% 44% Shop Rental 5% 5% Other 3% 4% Apartment Leasing Apartment Selling 1% 0% 1% 0% the property sector are no longer a significant contributor towards elevating overall revenues. Of the total Group revenue, Cinnamon Grand Colombo accounted for 61 per cent, while a further 34 per cent came from Cinnamon Lakeside Colombo. In the hotel segment, room revenues saw a decline during the year, compared to a strong performance in the previous year. However, F&B revenue continued a steady increase against the previous year, despite continuous increase in competition among stargrade and other dining options in Colombo city. This is indeed a commendable achievement, given the intensity of competition and challenging industry landscape experienced in the current year. Cost of Sales Administrative Expenses 20142015 53% 53% 3% 4% 29% 29% Other Operating Expenses 10% 10% Distribution Expenses Finance Cost 0% 0% Income Tax Expense 4% 4% The Group’s continuous efforts at energy and water conservation, coupled with investments in efficiency enhancements and prudent financial management has resulted in well-managed overheads. Cost increases were controlled to ensure a stronger bottom line. During the current financial year, the cost of sales increased by a minimum 4 per cent year-on-year, while distribution expenses saw a 15 per cent increase. Administrative expenses increased by a marginal 3 per cent, while other operating expenses registered a reduction of 4 per cent. Group tax expenses meanwhile increased by 15 per cent due to the new turnoverbased tax implemented from this financial year, given the completion of the BOI tax holiday period with effect from 31st March 2014. 25 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Group Net Profit after Tax was Rs. 2.08 Bn for the year, compared to Rs. 2.81 Bn recorded in the preceding year. This decline of 25.7 per cent, year-on-year, was largely due to the reduction in revenue by Rs. 176 million. On the other hand, finance income, which was a key contributor to the Group’s bottom line, reduced by Rs. 105 million compared to 2013/2014 due to reduction in interest rates offered by banks. As per the Central Bank’s Annual Report for 2014, the average weighted deposit rate of commercial banks dropped to 6.2 per cent, compared to the previous year’s 9.37 per cent. The change in the fair value of investment property, which made a Rs. 268.5 million contribution to Group profitability during the last year, was reduced to Rs. 28.7 million in the current year. Cost of sales, which represented 53 per cent of the total expenses, increased only increased to 15.88 from last year’s 10.85. by 4 per cent due to stringent cost management initiatives adopted by the management. The increase in tax expenses by Rs. 35.2 million had a notable impact on the decrease in profitability. Financial Position Freehold land and buildings of the Group were valued by M/s P.B Kalugalagedara & Associates, an independent Chartered Valuer, by 31st March 2015, which resulted in an increase in value of land and building by Rs. 1.687 billion. As a result, Group net assets per share increased to Rs. 54.29, from Rs. 50.45 in the previous year, while the after tax return on net assets declined to 7.31 per cent from 10.73 per cent as a dual impact of the reduction in profitability as well as the increase in land and building value. The current ratio for the year was 2.83 times, compared to last year’s 3.42. Cash and cash equivalents at the year-end was Rs. 2.85 billion, compared to last year’s Rs. 3.43 billion, as a result of utilising cash Shareholder Value Earnings Per Share declined from Rs. 5.42 in the previous year to Rs. 3.97 for the year under review, as a result of the reduction in profitability. However, the Group continued to uphold its commitments to deliver consistent value to shareholders and maintained the Dividend Per Share at Rs. 4.00 on par with the previous two years. The dividend pay-out ratio was 1.01 against 0.74 in the previous year. The closing market price for the year was Rs. 63, which led to a market capitalisation of Rs. 27.8 billion. The highest market price recorded during the year was Rs. 75. The P/E ratio Contribution to Group Revenue (Rs.Mn) 4,939 4,898 4,623 3,804 3,017 2,676 2,469 2,939 2,840 2,786 2,375 Cinnamon Grand Property Division 428 419 356 2013 2014 2015 2012 1,972 2011 26 Cinnamon Lakeside Asian Hotels and Properties Plc Annual Report 2014/15 for dividend payments, as well as for ongoing capital expenditures. Cinnamon Grand Colombo The Cinnamon Grand retained its star performance during the current financial year despite the plethora of lower cost new entrants into the Colombo city hotels segment. The hotel maintained its premium five-star brand image and remained true to its brand promise in delivering customer satisfaction through its 501 luxury rooms and full range of services, including extensive dining venues. Group Net Finance Income 10.1 311,565 9.37 301,756 6.2 199,768 7.24 87,755 6.23 With the industry offering travellers more three and four-star accommodations, the Cinnamon Grand saw occupancy levels dropping at a marginal rate, to 75 per cent from 76 per cent in the previous financial year. Room nights totalled at 138,036 compared to 138,483 room nights in the previous year. The hotel continued to retain its share of one-third of the market at 32 per cent of market share, 2015 2014 2013 2011 2012 33,783 Group Net Finance Income (Rs.'000) Average Weighted Deposit Rate (AWDR) % Source: Central Bank of Sri Lanka Annual Report 2014 Cinnamon Grand Revenue & Profitability in (Rs.Bn) 4.93 4.89 4.62 3.80 3.01 1.73 1.72 1.53 1.18 Revenue Profit Before Tax 2015 2014 2013 2012 2011 0.69 which is only a marginal decline from the 33 per cent share in the previous year. Despite the new restaurants that opened in Colombo, expanding the city’s dining options, customers have continued to patronise the iconic restaurants at Cinnamon Grand. As a hospitality services provider, the Cinnamon Grand is highly conscious of customer satisfaction, which is at the heart of the hotel’s operations. During the current year too, the hotel strived to delight customers through superior services, products and facilities. Customer touch points were introduced at the Lobby and restaurants to capture customer feedback that is analysed regularly, with swift responses whenever needed. Customer feedback received from TripAdvisor is studied as a top priority in understanding and responding to customer needs. The Cinnamon Grand's revenue increased by Rs. 40.9 million in the current year, which is a 1 per cent growth from Rs. 4.89 billion to Rs. 4.93 billion. This growth in revenue was driven by F&B revenues, with the Cinnamon Grand’s restaurants and banqueting facilities remaining extremely popular throughout the year. F&B revenue increased by Rs. 122.66 million compared to last year. However, room revenue declined by Rs. 94.20 million, mainly due to the reduction in room nights and in average room rate by 4 percent. 27 28 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Despite the sustained growth in revenue during the year, the hotel’s Profit Before Tax saw an 11 per cent decline, valued at Rs. 194.7 million. Profit Before Tax was recorded at Rs. 1.537 billion. In 2013/2014 this number was Rs. 1.732 billion. Noodles Restaurant Cinnamon Grand Colombo launched its latest dining experience ‘Noodles’ in July 2014, offering guests an opportunity to relish the flavours of Asia in exotic noodle-based broths and dishes. The 50-seater restaurant provides the ultimate feast for discerning noodles lovers, with a menu that features over 70 dishes made from 10 types of noodles. Drawing inspiration from the intriguing cuisines of Vietnam, China, Thailand, Japan and Malaysia, the nightly feast is prepared by an expert Vietnamese chef, ably assisted by a Thai chef and a team of local chefs. These chefs brings to the table years of international exposure in varied speciality areas. Trendy decoration influenced by Asian landscapes creates a casual yet smart ambience for diners to enjoy their meal. An open kitchen adds to the drama, with the team of chefs serving up the cold and warm broths and noodle dishes that pay tribute to Asia. per cent to 51 per cent in the current financial year, with its market share also shrinking from 18 per cent to 15 per cent. The hotel achieved 64,923 room nights against 76,790 room nights in 2013/14. This lower performance on room sales was due to a combination of causes, including the diversion of customers to lower cost city hotels. As a result, room revenue decreased by Rs. 213 million to Rs. 1.18 billion. This downturn in revenue was compensated by a Rs. 47.7 million increase in F&B revenue. As a result, Cinnamon Lakeside closed the year with a total revenue of Rs. 2.78 billion, which is a decline in revenue of 5 per cent. Profit before tax was lower by 24 per cent against the previous financial year, at Rs. 664 million, while profit after tax declined by 21 per cent, at Rs. 584.6 million. The hotel retained its 17 per cent share of the F&B market among five-star hotels in Colombo, with its restaurants, bars and banquet facilities continuing to attract strong patronage. The Cinnamon Lakeside was closed partially for a refurbishment since March 2015 and the hotel will reopen to customers in September 2015, with an image enhancement under the Cinnamon Hotel’s branding strategy. The revamped brand image along with the planned marketing drive is expected to generate strong and improved financial results in the new financial year. Property Division The Crescat Boulevard, which is the Property Development Division’s premium business and the finest upmarket shopping mall in Colombo, continued to affirm its stand as Colombo’s iconic shopping mall. The level of occupancy was retained at The restaurant has been highly popular since the launch, with sustained high reservations and strong positive customer reviews. Cinnamon Lakeside Colombo The Cinnamon Lakeside saw occupancy levels decline from 61 The newly opened Noodles restaurant Asian Hotels and Properties Plc Annual Report 2014/15 99%, on par with the previous year, while the footfall for the year was 2,074,097, which was a 12% drop compared to the preceding year. Total revenue of the Property division declined by 15% compared to the previous year, mainly due to apartment leasing operations being concluded during the current financial year. The business of leasing apartments ceased from the month of November 2014, causing a 50 per cent drop in revenues from apartment leasing, compared to the previous year. However, rental income from the Crescat Boulevard shopping mall, which is the division’s main source of income, continued to increase year-on-year, registering a growth of 7%. Finance income for the period too, decreased to Rs. 29.7 million, due to the reduction in interest rates. The profit before tax of the division decreased by Rs. 293 million compared to the previous year as the fair value of investment property decreased to Rs. 8.1 million in the current year, compared to Rs. 268.5 million in 2013/14. Future Direction The Cinnamon Grand and Cinnamon Lakeside will emerge in the new financial year with a stronger ‘lifestyle’ brand image that appeal to the expectations and lifestyles of modern international travellers. This transition will be supported by internal operational changes and upgrades in service and product offerings, including new menus that provide a range of cuisine with global flavours. The Cinnamon Lakeside is confident of a positive outcome in facing the challenges of the external market, following its refurbishment. The renovations, coupled with the new brand image, will strengthen the property and differentiate it from the competition, giving a competitive advantage that can be successfully sustained for future growth. Cinnamon Grand will continue to dominate the corporate market, while aggressively deploying strategies to increase revenue generated from booking engines, which is one of the hotel’s main revenue sources. With its consistently high international track record, Cinnamon Grand is confident of a strong performance in the new financial year. The two city hotels plan to maintain increasing F&B revenues through new product development and service standards. The range of global flavours offered by all restaurants will be further heightened through the initiation of new menus that cater to diverse palates. Overall profitability expectations for the Group are positive for the coming year and the hotels will leverage on service excellence to outperform competitors. Rooms Market Share (%) 53% 32% 15% Cinnamon Grand Cinnamon Lakeside Other City Hotels 29 30 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Management Structure of Cinnamon Grand Sector Head - City Hotels / General Manager Resident Manager Head of Sales - City Hotels Head of Marketing Communications - City Hotels Executive Chef Manager Compliance, Health & Safety Executive Housekeeper Manager Restaurant & Bars Deputy Executive Housekeeper Front Office Manager Head of Leisure Sales - City Hotels Head of Corporate Sales - City Hotels Head of Banquet Sales Asian Hotels and Properties Plc Annual Report 2014/15 Head of Human Resources - City Hotels Director Finance Chief Engineer Learning & Development Manager Human Resources Manager Finance Manager Purchasing Manager Director Security Security Consultant - City Hotels 31 32 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. awards and certifications AHPPLC Annual Report Award from the Institute of Chartered Accounts of Sri Lanka Diversified Holdings (up to 5 subsidiaries) bronze award December 2014 CINNAMON GRAND COLOMBO Health and Safety Excellency Awards 2014 Awarded by NIOSH (The National Institute of Occupational Safety and Health) Recertifications Green Globe Recertification Cinnamon Grand has been conferred with the Green Globe re-certification following a two-day audit by Green Globe auditors. The hotel was audited and measured on relevant compliance indicators for the Green Globe Certification with key indicators on energy usage, water and waste management, employee training to implementation of customer satisfaction measures, community support and awareness initiatives Green Globe Certification is the worldwide sustainability system based on internationally-accepted criteria for sustainable operation and management of travel and tourism businesses. Operating under a worldwide licence, Green Globe is based in California, USA and is represented in 83 countries. The Green Globe brand represents the best in sustainable practice within the travel and tourism sector and provides certification, training and marketing services ISO Recertification for OHSAS 18001, ISO 14001 and ISO 22000 (Swiss accreditation by SGS Lanka (Pvt) Ltd) – Cinnamon Grand is the first five -star city hotel in Sri Lanka to receive and maintain uninterrupted ISO certification for the past eight years Carbon Neutral Recertification for Nuga Gama Recertification of Nuga Gama Carbon Neutral Certificate by Carbon Consulting Company Nuga Gama is the first venue in Asia to receive an accolade of this nature. The certification was handed over by world renowned physicist and climatologist as well as Vice Chairman of the Intergovernmental Panel on Climate Change and 2007 Nobel Laureate Professor Mohan Munasinghe TripAdvisor Certificates of Excellence Taprobane, Nuga Gama, The London Grill and Echo were further sealed with a branding stamp of distinction, with the world’s largest travel site, TripAdvisor honouring them with Certificates of Excellence Asian Hotels and Properties Plc Annual Report 2014/15 Culinary Awards Culinary World Cup Competition, Luxembourg Cinnamon Grand’s senior kitchen artist Chef Weeraman won two Gold medals at the Culinary World Cup Competition held in Luxembourg 5 crowns for Food Hygiene by Indo-Expo certification Limited Sports Awards John Keells Inter Company Swimming Championship Overall Runners Up and overall Mens Championship John Keells Inter Company Rugby 7s Plate Champions at the John Keells Inter Company Rugby 7s 2014. Travel Trade 5–a-side Beach Tag Rugby Tournament 2014 Cup - Joint Champions - Cinnamon Grand A team with Walkers Tours team Plate Champions Cinnamon Grand – B team Mercantile Swimming Championship 2014 Two Gold medals, four Silver medals and two Bronze medals at the Mercantile Athletic Championship 2013. Travel Trade Hardball Cricket Sixes 2014 Joint Champions - Cinnamon Grand with Keells Hotels Best Batsman - Janudika Sriyapala of Cinnamon Grand Membership in Industry Associations Sri Lanka Conventions Bureau | La Chaine des Rotisseurs: Echo, the Italian restaurant and The London Grill, the hotels fine dining restaurant are certified members | Tourist Hotel Association of Sri Lanka | Ceylon Chamber of Commerce | Pacific Asia Travel Association (PATA) | Indo-Lanka Chamber of Commerce | AMCHAM | SKAL International (International Association of Travel and Tourism Professionals) | Sri Lanka-British Business Council | Sri Lanka-Japan Business Council | Sri Lanka-New Zealand Business Council | Sri Lanka-Malaysia Business Council | Field Ornithology Group of Sri Lanka | Sri Lanka Business and Biodiversity Platform CINNAMON LAKESIDE COLOMBO Annual Report Award from the Institute of Chartered Accountants of Sri Lanka December 2014 Silver Award Hotel category Hotel Hygiene Classification Audit 2014 by the Colombo Municipal Council 'A+' Grade National Occupational Safety & Health Excellence Awards 2014 Merit Award – organised by the National Institute of Occupational Safety and Health Green Hotel Awards 2014 Water Conservation Champion Runner Up at the Green Hotel Awards 2014 33 34 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Stakeholder Mapping and Engagement Process The Company firmly believes a sustainable business platform cannot be achieved in isolation, particularly in the business of leisure and property management, which are service industries that are highly susceptible to quality of relationships. The business model of Asian Hotels and Properties has been designed to incorporate transparent procedures to manage stakeholder relationships as an integral element of the daily business operations. The stakeholder engagement process is illustrated below. Stakeholder Engagement Process Stakeholder Stakeholder Sub Category Current Method of Engagement and Frequency Materiality of Stakeholder Issues Customers Adults Method of Engagement: 1. Rate fixing 2.Ethical products 3. Carbon footprint 4.Ethical marketing 5. Corporate community engagement 6.Health and safety Awareness campaigns through press releases, posters, social media, fundraising for the Field Ornithology Group and Cancer Hospital, donations for social groups, participation of international environmental/ tourism events, end-user surveys, booker surveys Frequency of Engagement: Face-to-face feedback Guest Comment Cards in rooms and restaurants Feedback and reviews on TripAdvisor Duty Manager’s Log Restaurant log books Bi-annual personal meetings Awareness through press releases, posters and social media Annual fundraising for Cancer Hospital and participation in international environmental events Annual Secretaries’ Party Media nights Daily sales visits Entertainment of clients and patrons Asian Hotels and Properties Plc Annual Report 2014/15 Stakeholder Stakeholder Sub Category Current Method of Engagement and Frequency Children Method of Engagement: Materiality of Stakeholder Issues Awareness and education through print media and cultural education through site visits, children’s workshops Frequency of Engagement: Monthly cultural and educational visits to Nuga Gama Children’s workshops Kiddies events feedback form Associates Managers, Executives and Non-Executives Method of Engagement: Participation in the Green Corridor campaigns, green forums, direct reporting, open door policy, annual events, training and development activities, sustainability awareness seminars, celebrations of international environmental dates, employee satisfaction surveys, intranet communication, competitions and quarterly associate meeting 7.Accommodation 8. Basic salary 9.Employee awareness and training 10.Employee rewards and remuneration 11. Occupational health and safety 12. Emissions, effluences and waste 13. Mutually beneficial relationship with supplier 35 36 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Stakeholder Stakeholder Sub Category Current Method of Engagement and Frequency Associates Managers, Executives and Non-Executives Frequency of Engagement: Hotel School, Inbound/Destination Travels Agents Method of Engagement: Business Partners Materiality of Stakeholder Issues Weekly meetings, updates on sustainability notice board, green corridor and internet Social media posts. Monthly poster campaigns, initiative awareness and educational sessions Monthly management meetings Staff quarterly meetings Mid-year review Annual performance review Annual gatherings, parties and sports events Custom-made training programmes and development activities according to sustainability guidelines Voice of Employee survey (VOE) Great Place To Work survey (GPTW) ‘Tell GM’ box where associates can directly communicate with the General Manager on issues they face at work. Questionnaires and surveys, one-on-one meetings, e-mail correspondence, circulars, membership in industry associations Frequency of Engagement: Annual contract renegotiations on-going through conference calls, e-mails and circulars Business travel Trade shows Experiential tours Daily sales visits 14.Health and safety 15.Product diversity 16. Adhering to international standards 17. Best practices 18. Community engagement and Carbon Footprint 19. Confidentiality Asian Hotels and Properties Plc Annual Report 2014/15 Stakeholder Stakeholder Sub Category Current Method of Engagement and Frequency Materiality of Stakeholder Issues Community Local communities (schools, monasteries, pre-schools, hospitality related educational institutions, home for elders and conservation groups) Method of Engagement: 20.Infrastructure development 21. Creating awareness for youth Awareness through posters, paintings, environmental videos and education programmes, donations and community development projects. Frequency of Engagement: Engagement with the community is done prior to initiating projects in the respective areas of focus: Bi-annual discussions for community development projects Annual supplier sustainability awareness sessions Awareness campaigns in key areas where suppliers congregate Annual donations to the Field Ornithology Group Sponsorships of educational and social events Arts and cultural activities Familiarisation visits, training programmes and specific hospitality career related training 37 38 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Stakeholder Suppliers Stakeholder Sub Category Current Method of Engagement and Frequency Materiality of Stakeholder Issues Method of Engagement: 22.Environmentally friendly packaging 23. Resources scarcity 24. Awareness on environmental issues 25.Ethical production 26.Child labour remediation policy One-on-one meetings, group meetings, awareness sessions, collateral, education programmes, donations and community development projects, ethical purchasing policy, flexibility of credit period, review of pricing, child labour remediation policy, membership in industry associations. Frequency of Engagement: Promoting responsible tourism/products through community-related awareness activities that are organised and in which the hotel participates Monthly review meetings Awareness session on quality Monthly price review meeting Annual contract renegotiations Asian Hotels and Properties Plc Annual Report 2014/15 Stakeholder Stakeholder Sub Category Current Method of Engagement and Frequency Materiality of Stakeholder Issues Government Sri Lanka Tourist Board, Sri Lanka Institute of Tourism and Hotel Management, Central Environmental Authority, National Cleaner Production Centre, Ceylon Electricity Board, National Water Supply and Drainage Board, National Ozone Unit, National Institute for Occupational Safety and Health, National Cancer Hospital, National Cancer Control Programme, Colombo Municipal Council, Labour Department and Sustainable Energy Authority Method of Engagement: 27. Compliances/regulatory restrictions Meetings, discussions, phone calls, presentations and briefings, advisory meetings, Sri Lanka Tourist Board membership, Sri Lanka Hotel School training programme membership, awareness workshops on tourism/ sustainability-related issues are ongoing processes with tourismrelated Government agencies. Frequency of Engagement: Engagement with these Government bodies is an ongoing process through monthly newsletters, e-mails, circulars, quarterly briefings, websites, etc. The Senior Management is on the Advisory Board of the Sri Lanka Institute of Tourism and Hotel Management and are visiting lecturers on a quarterly basis 39 40 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Stakeholder Stakeholder Sub Category Current Method of Engagement and Frequency Materiality of Stakeholder Issues Society Pressure Groups/ Media NGO, Media, Opinion Leaders, Conservation Organisations, Trade Associations, Tourism Associations, National Cancer Control Programme Method of Engagement: 28.Ethical business practices Websites, press releases, media briefings, correspondence, discussions, participation at NGO forums Frequency of Engagement: Engagement with stakeholders are carried out on an ongoing basis, through correspondence, websites, media briefings and press releases (at least monthly) The Company follows a philosophy of excellence, guided not only by the pursuit of continuous excellence, but also with a commitment to deliver coherent values to those associated with the business. Ingrained into the core values of the Company is the principle that stakeholders’ welfare drives business, shaping its strategic development agenda. Employees are valued as key stakeholders of the Company and as brand ambassadors. As a responsible and non-discriminatory employer, the Company provides equal opportunities for employees from point of recruitment by varied training and development activities, performance reviews and promotions ensuring that all decisions are based on merit. In line with the Group policy, Cinnamon Grand Colombo practices equality of opportunity for employees irrespective of ethnic origin, religion, political opinion, gender or marital status or physical ability. Further supporting the brand image as a responsible entity, the Company associates with suppliers who are reputed for their premium quality products for daily business operations. In accordance with the Group’s Policy, the Company maintains transparency in all levels of transactions, by clearly communicating terms of payment as part of the commercial agreements negotiated with suppliers. Payments are released on the agreed terms. Customers are the nucleus of Company operations. To exceed their expectations on a daily basis, the Company conducts careful analysis of guest feedback and develops prompt actions to address identified issues. Focusing on retaining leadership as a value-for-money entity that provides enhanced services with improved service delivery and consistent quality, the ultimate objective is not just to satisfy customers, but to delight them in every possible way. The Company also operates on a socially-conscious mindset and as a result conducts a number of welfare events on an annual basis, linking benefits across social groups. Guest Engagement Guest Feedback The Cinnamon Grand maintains ongoing guest engagement processes to evaluate customer feedback to ensure the growth of the business. Many channels have been introduced to frequently gather customer feedback, gauge satisfaction levels and identify ways to enhance products and services. These include guest comment cards in rooms and restaurants, where guests are able to leave feedback with regard to service and product standards. These comment cards are collected and analysed daily. Customer feedback is also monitored through digital mediums such as the travel website Trip Advisor and online Asian Hotels and Properties Plc Annual Report 2014/15 social networking sites Facebook and Twitter. Customer complaints are treated as priority and responded to within 24 hours. Complaints are received through guest comment cards. All customer complaints are entered into the system and categorised broadly as F&B and room stays. All complaints are examined by the Heads of Departments daily at the morning meeting and a response to the customer is provided within 24 hours. Earth Hour Celebration Cinnamon Grand Colombo joined in the global Earth Hour initiative by switching off lights at all restaurants and public areas for 60 minutes starting at 8:30 p.m. Over 1,000 patrons who were dining in the hotel’s 14 restaurants and the 900 invitees attending the gala cocktail celebrating the 41st convocation of the Bar Association of Sri Lanka were participants of this initiative. Cinnamon Grand celebrated this year’s Earth Hour as the most sustainable hotel in Sri Lanka, given its Rs. 170 million investment in the latest Building Management System (BMS). ‘Connect with Us’ cards for social media The hotel’s Marketing Communications Department specially developed ‘Connect with Us’ cards featuring all social media platforms, which the hotel currently utilises to engage with customers. These cards are distributed at all hotel events to encourage guests to join in the online conversations. Grand’s Green Gestures In-room compendium page All in-room compendiums comprise a page highlighting different ways in which guests can participate in the efforts for environmental conservation and sustain livelihoods of indigenous craftsmen. Green Cards Green Cards are placed in all 501 rooms, encouraging guests to support the hotel’s green initiatives to save water by considering the option of reusing towels for more than one day. Diabetic Menu In keeping with the hotel’s promise of guilt-free indulgence, the existing Diabetic Menu was further enhanced in response to growing demand, given the recent escalation of diabetes. The menu is available at all restaurants and consists of 30 dishes. Launch of the Sustainability Facebook page A special page on sustainability was launched in line with Earth Day via the Cinnamon Grand’s Facebook page on 23rd April 2014. This page was launched in order to create a greener mindset among our guests and associates. As part of the Hotel's Earth Hour celebrations, the driveway to the hotel featured these symbolic Earth Hour logos, powered by energy efficient LED lighting 41 42 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Supplier Engagement The Cinnamon Grand works with a wide network of suppliers to provide premium quality products and services. Relationships are based on trust and partnership to ensure quality and consistency. The supplier policy and engagement mechanisms ensure clear communications of the hotel’s standards to suppliers with timely and optimum quality of delivery. Supplier Meet at Nuga Gama In commemoration of World Tourism Day 2014, Cinnamon Grand Colombo organised a Supplier Meet on 27th September at Nuga Gama, bringing together over 20 talented artisans from across the island. The forum enabled them to display their products and garner orders throughout the year. The supplier meet’s main objective was to showcase the artisan creations at these indigenous craftsman within Cinnamon’s city hotels. Currently most of the suppliers are only promoting their crafts through Cinnamon Grand’s Nuga Gama, the village in the city. With the objective of creating a dynamic resource pool, the Cinnamon Grand adopts an open-door management policy that promotes a communicative employment culture within the organisation. A comprehensive agenda facilitates greater interactions between employees and key management, through regular meetings and conferences. Taking the form of consultative discussions, these forums are a meeting of minds that stimulate the exchange of mutually-beneficial ideas. These regular interactions also help nurture employee goal congruence and engender workforce loyalty towards the organisation. Further efforts to address employee concerns has prompted the introduction of a communication box titled ‘Tell GM,’ which serves to deliver written grievances, opinions and suggestions of associates. Once collated and addressed by the General Manager, solutions are posted on a board next to the box. Moreover, the hotel maintains relationships with three unions, namely the Sri Lanka Nidahas Sevaka Sangamaya (SLNSS), the Jathika Sevaka Sangamaya (JSS) and the Inter Company Employee’s Union (ICEU).JSS and ICEU collectively represent less than 10% of our workforce. Even in the absence of any collective agreement with these unions, the management continues to maintain a healthy relationship with them. Employee Engagement The Company considers its employees, as a valuable asset and ensure fair treatment and employment benefits, alongside work opportunities, competitive remuneration and a high quality working environment. The Company also provides its employees professional and career development training to ensure personal development and growth. The artisans supplying local crafts to Nuga Gama with the Cinnamon Grand's teams from Marketing Communications and Sustainability and Nuga Gama at the Suppliers Meet 2014 Asian Hotels and Properties Plc Annual Report 2014/15 Rewards and Recognition Schemes Associate Quarterly Awards: Associates are recognised on a quarterly basis for outstanding achievements in terms of commitment, going the extra mile, productivity and contribution to the common goal of making the Cinnamon Grand the best hotel in the city. Nominated by their respective departments, they are rewarded at the Quarterly Associates’ Meeting. Categories of award winners include: Associate of the Quarter, Associate of the Year and GM’s Award. The nominees as well as winners are awarded cash rewards and letters of appreciation. Recognising and rewarding both personal and professional achievements form a key part of the endeavour to encourage associates to tap into their potential talents and develop leadership abilities that underpin their success. Key 'Work-Life' Initiatives for the Year Inter Department Cricket 6s The Inter Department Cricket 6s, held annually, is a highly-anticipated sporting event of the Cinnamon Grand. This was held at the Burgher Recreation Club (BRC) Grounds on 14th November 2014, with Housekeeping B emerging as winners in the male Category and F&B as winners in the female category. Long Service Awards The Service Awards Ceremony is held annually to felicitate the commitment of associates who have served the hotel over the years and have completed tenures of 5, 10, 15, 20, 25 and 30 years. These associates are given gold sovereigns in proportion to their years of service (up to 35 years). Creating a Healthy Work-Life Balance A firm belief that a healthy, motivated workforce is an unparalleled resource has the hotel adopting a holistic approach towards creating a meaningful work-life balance for all associates. The Cinnamon Grand provides a mentoring role in supporting employees to meet work challenges while ensuring they remain committed to the long-term objectives of the Company. Improving Employee Wellness Facilities available to improve employee wellness include: Annual medical checks for all associates over 40 Senior Executives’ annual medical check-ups Special annual medical checks for food-handlers Eye clinic 24-hour in-house clinic. A doctor visits twice a day First Aid trainers Dengue Awareness Seminar at Cinnamon Grand The Cinnamon Grand conducted a Dengue Awareness Seminar in commemoration of the kitchen stewarding associate who succumbed to the fever earlier this year. Held on 26th June, National Dengue Control Unit Consultant Community Physician Dr. Nimalka Pannilahetti addressed over 300 associates at the seminar on tell-tale signs and symptoms of the fever and preventive methods. Breast Cancer Awareness Seminar and Screening Committed to nurturing the wellbeing of its associates, Cinnamon Grand Colombo conducted a Breast Cancer Awareness Seminar followed by a free cancer screening and pap-smear test for female staff in commemoration of World Breast Cancer Month (October). Eminent speakers such as the Cancer Control Programme's former Director Dr. Neelamani Paranagama, Cancer Control Program Medical Officer Dr. Harshini Amaradasa and Mithuruwela Cancer Support Network Founding Member Mala Thalayasingam focused on the importance of early detection and educated associates on selfexamination techniques. Don’t Drink and Drive Campaign Workshop – Phase II Phase II of the Don’t Drink and Drive campaign was held on 30th and 31st March at the Ivy Room as a City Sector initiative, educating over 250 F&B personnel of the three city hotels – Cinnamon Grand, Cinnamon Lakeside and Cinnamon red. An initiative by the Marketing Communications and F&B Departments of Cinnamon Grand, the campaign was organised in partnership with Diageo. Diageo trainer for the Drink IQ program Gavin Gomez arrived in Sri Lanka for the training, which focused on educating beverage handlers of the hotels on 43 44 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. responsible drinking and correct methodologies of serving customers. A total of eight one-and-a-half hour sessions were conducted within the two days. Creating a Greener Mindset Climate Change Seminar An educative seminar on Climate Change was held for hotel associates by Senior Lecturer Dr. Erandathi Lokupitiya from University of Colombo (Department of Zoology).Over 230 associates participated in this seminar. Dr. Lokupitiya outlined the causes of climate change and its effect on the environment and the world. A future outlook and methods through which one could mitigate the adverse impacts of climate change were also shown, drawing examples from environmental disasters occurring all over the world. Employee Awareness through Weekly Sustainability Short Takes The Cinnamon Grand continued to educate associates on sustainability topics through weekly sustainability short takes. These were printed and circulated among employees in both Sinhala and English. Periodic audits on these short takes were conducted to ensure associate awareness on the contents of these documents. The Vesak lanterns displayed on the hotel’s lawn featured 8,000 discarded plastic cups and 3,500 plastic bottles. It was a symbolic indication of our indulgence-driven lifestyles and the need to cultivate habits that are less environmentally destructive. Sustainable Vesak decorations In keeping with the Cinnamon Grand’s sustainability commitment to instill a greener mindset, the hotel’s Engineering Department constructed a range of stunning Vesak décor using discarded plastic cups and bottles. Planet Quiz An Interdepartmental Planet Quiz on sustainability, climate change and eco practices was organised by the Marketing Communications and Sustainability Team for hotel associates. This interactive competition was held in conjunction with the hotel’s World Environment Day celebrations. All 13 departments took part in the event, with two representatives entering the competition. The Human Resources Team emerged winners, with Finance and Front Office teams coming in at second and third places. Cinnamon Hotels & Resorts Sector Head-City Hotels and Cinnamon Grand General Manager Rohan Karr announcing the winners of the Interdepartmental Planet Quiz Asian Hotels and Properties Plc Annual Report 2014/15 Developing a dynamic training curriculum Efforts to enrich our people have always been underscored by the need to create a dynamic training blueprint that would caption the current needs of our workforce. By collating the results of a series of formal and informal indicators, we are able to develop a comprehensive Training Needs Analysis (TNA) that forms the basis of the annual training curriculum at Cinnamon Grand. Annual Performance Review Guest Reviews Feedback from Managers Training Needs Analysis (TNA) Voice of the Employee Surveys Training Audits The Importance of In-house Training Given the highly competitive nature of our business, where service differentiation remains the key to success, in-house training plays a critical role in manifesting the desired level of service clarity and professionalism to pursue Cinnamon Grand’s unique selling proposition. Conducted by the Learning and Development team together with the support of our departmental trainers (Train, Assess and Develop or TAD trainers), Cinnamon Grand's in-house training framework follows a dynamic approach to enhance and improve knowledge and skills, while instilling the right attitudes to help associates absorb the hotel's unique value culture. Cinnamon Grand's Manager Learning and Development Shashi Jayawardena explaining the internal processors to the new associates at the induction programme 45 46 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. In-house Training Programme Programme Description Staff per Programme Cinnamon Grand Induction A three-day comprehensive program to introduce new recruits into Cinnamon Grand’s operational code. It provides an introduction into the value culture of a star-class resort, while stressing on the importance of being part of the JKH group 352 SOP Workshops (Standard Operating Procedures) A training initiative for associates to ensure departmental staff are kept abreast of the standard operating procedures in use, in the respective departments. These also include training sessions conducted by TAD trainers from other departments 280 On-the-job Training at Front Office and Food and Beverage Departments Trainers work on a roster basis at these departments to identify and analyse the training requirements and to conduct on-the-job training within each department 119 Cinnamon Magic A programme aimed at instilling the right mind-set among new recruits, the sessions are conducted by a team of Cinnamon Magic trainers comprising staff from different departments to provide a wealth of experience and knowledge 210 TAD Trainer Programme Conducted by the Learning and Development trainers, the programme is designed to nurture potential TAD trainers from among hotel’s associates. Upon completion of the programme, all successful TAD trainers are then certified as such at the Associate Quarterly Meeting (AQM). All certified TAD trainers would then be responsible for delivering high intensity departmental SOP trainings within Cinnamon Grand in addition to playing a lead role at SOP workshops for their respective departments 86 Soft Skills for Security This tailor-made soft skills programme addresses the critical role played by the security staff to ensure Cinnamon Grand continues to maintain its starclass standards 38 HIV/AIDS Awareness To create awareness among all new recruits on the principles practiced in the JKH Group with regards to HIV/AIDS victims and to avoid discrimination 352 Fire Awareness Training To educate all staff on procedures to be followed during a fire or any other emergency situation. How to use fire extinguishers, fire blankets and other safety equipments were conveyed, along with occupational health and safety aspects of working in a hotel. This programme was conducted by the in-house fire fighting team. 997 First Aid Ambassador Training Programme Basic training for staff to understand the fundamentals of First Aid. The programme was conducted in-house by the Red Cross First Aid team of Sri Lanka 62 Seasonal Information This programme was conducted for all staff during the months of October and November to give the basic knowledge of the upcoming events and promotions which were planned for the December season 2053 Asian Hotels and Properties Plc Annual Report 2014/15 In-house Training Programme Programme Description Staff per Programme Personal Grooming All ladies were given training on the grooming standards that need to be followed while at work. This programme gave practical training on how to apply make-up, how to do one's hair, etc. with the help of professionals 143 Guest Service (Level 01) Conducted for all staff at Level 01 (Junior Executive and below), the programme delivers the key competencies that are required in the leisure sector. This workshop is an in-depth, customer focused session that targets all areas of customer handling 178 Soft Skills for Trainee Chefs This programme focuses all trainees of the Kitchen department. The programme contains : A set of soft skills that will be needed while working at action stations for the chefs Knife skills, basic cuts of vegetables and mother sauces Introduction to carving by our Senior Kitchen Artist Standards, certificates and good hygiene practices by the Compliance, Health & Safety Manager All trainees are evaluated through an exam at the conclusion 46 F&B and Culinary Policy Workshop 16 policies relevant to F&B and kitchen departments were discussed at this training with the Heads of the Departments and senior managers involved in operations 33 F&B Front Office & Housekeeping How To’s Workshop 15 F&B relevant How To’s, 10 generic how to’s and 28 housekeeping how to’s were discussed with the Heads of the Departments and Senior Managers 74 Mandatory Front Office Information A presentation for Front Office staff to educate them on the most important information needed to give a better service to guests The programme contains : Categories of rooms at Cinnamon Grand Smoking and non-smoking rooms Business Centre facilities and rates Facilities given at Executive Floor Types of vegetarians Currency exchange Taxes guest have to pay 32 Soft Skills for Walkers Tours Taxi Drivers Training on basic soft skills needed to be practiced during throughout the day The programme contains : Magic words in the industry Important phrases to use when handling guests Tips on communication Body language Grooming standards Hotel information 25 47 48 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. External Training Statistics for the year Category Q1 Q2 Q3 Q4 Total No of Hours - 2 - - 2 1 2.0 12 15 - 96 123 10 12.3 - 48 15 128 191 15 12.7 482 555 703 1,735 3,475 527 6.6 14,558 6,657 11,132 9,785 42,132 3,613 11.7 Number of hours of training for male employees by category: AVP and above - 2 - - 2 1 2.0 Number of hours of training for male employees by category: Manager - 3 - 77 80 7 11.4 Number of hours of training for male employees by category: Assistant Manager - 24 11 102 137 11 12.5 Number of hours of training for male employees by category: Executives 434 500 633 1,562 3,128 474 6.6 Number of hours of training for male employees by category: Non-Executives 13,102 5,991 10,019 8,807 37,919 3,252 11.7 Number of hours of training for female employees by category: Manager 12 12 - 19 43 3 14 Number of hours of training for female employees by category: Assistant Manager - 24 4 26 54 4 14 Number of hours of training for female employees by category: Executives 48 55 70 173 347 53 7 Number of hours of training for female employees by category: Non-Executives 1,456 666 1,113 978 4,213 361 12 Number of hours of training: AVP and above Number of hours of training: Manager Number of hours of training: Assistant Managers Number of hours of training: Executives Number of hours of training: Non-Executives No of Average Staff Hours Asian Hotels and Properties Plc Annual Report 2014/15 2014 Cinnamon Cinnamon Grand Lakeside 2015 Property Sector Group Cinnamon Grand Cinnamon Lakeside Property Sector Group Defined Contribution Plan Obligation (EPF & ETF) in Rs.’000’ EPF 59,468 33,714 2,412 95,594 65,506 34,429 2,617 102,551 ETF 11,847 8,531 362 20,740 13,058 8,542 392 21,993 Defined Benefit Plan Obligation ( Gratuity ) in Rs.’000’ Employee Benefit Liability Payments During the Year 109,936 106,570 4,728 221,234 126,382 109,999 5,491 241,873 5,977 11,072 - 17,049 8,802 14,561 - 23,363 Attrition by Age (%) Total Employees Age Analysis (No. of Employees) 466 11.7% 6.4% 434 419 440 319 337 24.0% 57.9% 2013/14 2014/15 Age 41-55 Age 31-40 Age 41-50 4 Age 21-30 Age 31-40 Age 21-30 Age 18-20 Age 18-20 14 4 Over 55 25 49 50 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Sustainable Business Product Responsibility The Cinnamon Grand believes a sustainable business model should balance financial growth with non-financial aspects which also contribute towards overall business sustainability. These non-financial aspects include community welfare and environmental responsibility. The hotel has invested in a range of quality control and certification systems that contribute towards our sustainable business model. Industry best practices complying with a range of international certification helps the hotel maintain high standards in its product offering. Cinnamon Grand maintains the highest standard of products and services at all times by implementing industry best practices and complying with a range of international certifications. This is a core aspect of the overall sustainability model, by ensuring the safety and wellbeing of hotel guests, employees and other stakeholders. The hotel’s food and beverage requirements are transported, stored, produced and processed under stringent quality controls to ensure international standards. Suppliers are continually audited to ensure safety standards are maintained along the supply chain. In addition to food safety, the physical safety and privacy of guests are ensured through security systems and physical design elements. The hotel has also invested in environmental safety standards to ensure an environmentallysustainable business operation. Asian Hotels and Properties PLC was fully compliant with all relevant and applicable laws and regulations as stipulated by the various national agencies during the year. In fact, the Company is proud to record that the efforts towards running a sustainable business model were further reiterated through continued compliance with internationallyrecognised independent certification systems. Food Safety Systems 5 crowns Certification: The Cinnamon Grand Colombo was awarded 5 crowns at the Food Hygiene awards ceremony following extensive pre and final assessments carried out by the Sri Lanka Tourism Development Authority (SLTDA) in partnership with Ind-Expo certification (Pvt) Ltd. The Crowns scheme criteria for assessment covers the commitment of an establishment towards the maintenance of food safety management systems, infrastructure, environment, cleanliness, food preparation procedures, storage, display, personal hygiene, use of clean water and effective use of raw materials. A+ from Colombo Municipal Council (CMC): Continuing its achievements for the year, the Cinnamon Grand was awarded the 'A+' Grade at the Hotel Hygiene Classification Audit, conducted by the Colombo Municipal Council through a number of unannounced visits to the Cinnamon Grand kitchens for strict inspection of kitchen operations. The hotel was awarded an A+ Grade Kitchen by the Colombo Municipal Council following these audits. This achievement is indicative of the quality of food at the Cinnamon Grand and differentiates the hotel from its many competitors in the city as our standards ensure the best quality of materials prepared in the most hygienic fashion. ISO 22000 & 2005 Food Safety Management System Standard: The ISO 22000 & 2005 standard is an international standard that is applicable to all organisations, regardless of size, which are involved in any aspect of the food chain and want to implement systems that consistently provide safe products. Our systems were re-certified as ISO compliant in the current financial year following independent audits by SGS Lanka. Asian Hotels and Properties Plc Annual Report 2014/15 Foreign Tour Operator Audits: Health and Safety at Work During the current financial year, the Cinnamon Grand successfully faced two health and safety audits from two of the world’s largest travel agencies. Thomas Cook Group Plc is a British Global Travel Company listed on the London Stock Exchange and Cooney World Adventures is another leading British travel agency. Independent and separately conducted audits by both agencies regarding the diverse aspects of the hotel’s operations confirmed the high standards of the hotel and established the hotel as a leading tourism services provider in Sri Lanka for travellers from across the world. As always, the health and safety of the workforce remains a primary concern for Cinnamon Grand as the hotel strives to uphold international hospitality standards at all times. A sound set of principles and practices form the basis of Cinnamon Grand's safety policy, which is comprehensively captured in the safety manual. The hotel’s Department of Compliance, Health and Safety is the apex body within the organisation, in charge of all safety aspects. Furthermore, the Accident Committee and the Evaluation and Prevention Committee, which falls under the supervision of the Compliance, Health and Safety Department, also offers proactive support in maintaining safety standards. The department is tasked with monitoring, reviewing and reporting on day-to-day adherence to safety standards and procedures. The Company’s safety procedures are further strengthened by OHSAS 18001 certification obtained from SGS Lanka, the accredited body for OHSAS certification in Sri Lanka. The certification confirms that Cinnamon Grand’s systems and processes are fully compliant with OHSAS 18001 international standards for occupational health and management systems. Injury Rate Supplier Audits: All products sourced by the hotel adhere to the supply chain policies of the Cinnamon Grand and the JKH Group. This allows for a guaranteed supply at a fair price and establishes quality standards for suppliers to ensure the premium standards of the hotel are always maintained. During the current year, 10 suppliers were audited for their standards to ensure that expected quality standards are always met throughout the supply chain and to ensure the delivery of the highest quality products to the Cinnamon Grand kitchens. In the financial year under review, a total of seven associates of Cinnamon Grand were affected by occupational injuries, a decrease of 70% compared to last year. Total No of Man Days for the Period Total No of Man Days Lost (TMDL) TMDL as a % of Total Man Days for the Period 2014/15 2013/14 324,456 325,512 101 199 0.03% 0.06% Certifications OHSAS 18001: The hotel has implemented the OHSAS 18001 standard to create a healthy and safe work environment for all employees and also guests. During the current financial year, the Cinnamon Grand continued to qualify for the OHSAS 18001 certification, following inspection audits conducted by independent auditors. The Occupational Health and Safety Assessment Series is a British standard for occupational health and safety management and the implementation of the system ensures a safe working environment for our employees and also other stakeholders. Awards Occupational Health and Safety Award: The Cinnamon Grand won a Merit award under the five-Star Hotel category at the first Occupational Health and Safety Awards conducted in Sri Lanka by the National Institute of Safety and Health Sri Lanka, which is part of the Labour Department. 51 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Environmental Sustainability Certifications Green Globe Certification: This is an international certification programme for sustainable tourism, entailing 41 standard criteria and 137 compliance indicators. In 2014, the hotel obtained a score of 75% in the Green Globe ranking system, making us one of the most sustainably operated hotels in the country. ISO 14000 Environmental Management Standard: The hotel is highly conscious of the environmental impacts of its operations and has invested consistently on minimising negative environmental impacts, as part of the sustainability strategy. The Cinnamon Grand is certified ISO 14000 compliant, indicating that the systems and processes are designed to abate environmental impacts of all business operations. Annual environment impact assessments are conducted and management programmes developed accordingly to conserve water and electricity and reduce waste. 3 per cent reduction in its carbon footprint during the financial year due to energy conservation initiatives established to manage the hotel’s carbon footprint. Over the next year, the Cinnamon Grand will see a reduction of over 4,000 tons of Greenhouse Gases (GHGs) annually due to the latest improvements to the systems. Water Conservation As a precious natural resource, water conservation is an integral element of the hotel’s sustainability model.The Cinnamon Grand continually strives to improve the systems to reduce wastage of water. Over the years the hotel has introduced many initiatives to not only reduce consumption but also to reduce environmental impacts. This is achieved by adherence to prescribed standards for effluents discharged. . During the current year the hotel saw a 2.51 per cent saving in water consumption and improved the system of discharging water to further reduce environmental impact. The pumping system was modified during the current year to conserve both water and energy. The single pumping station was replaced by two pumping systems, catering separately to lower levels and upper levels of the building. Previously, pumps were running at higher capacity to maintain water pressure at higher levels, which resulted in higher energy consumption and high wastage. The changes introduced to the pumping system in the current financial year have reduced the energy requirement to pump water and also reduced water wastage. To reduce environmental impacts through water discharges, the hotel installed three grease traps to clean discharged water which is relapsed to manholes. Water in Units (m3) 285,560 238,263 232,290 2015 The carbon footprint is the total amount of greenhouse gases produced by an organisation or person and is usually expressed in equivalent tons of carbon dioxide (CO2). As an element of the overall sustainability strategy, the hotel has been actively engaged in reducing its carbon footprint. During the current year, the Cinnamon Grand saw a 2013 Carbon Footprint 2014 257,402 2012 52 Asian Hotels and Properties Plc Annual Report 2014/15 Energy Conservation A Building Management System (BMS) was installed in March 2015 to centrally and automatically control the ambient air within the Cinnamon Grand. The system controls, monitors and quantifies energy usage across the entirety of the hotel. The system regulates heating, ventilation and air conditioning in all parts of the building, except for guest rooms. The BMS monitors CO2 levels, and exhaust and pressure systems and maintains optimum levels by automatically adjusting the systems. Anticipated savings per annum is Rs. 52 million from this Rs. 170 million project. As part of the BMS initiative, two new chillers were installed for air conditioning in January 2015. These high-efficiency chillers help save around 8,500-10,000 Kwh of electricity per day. Two electric ovens in the kitchens were replaced with LPG ovens. Cinnamon Grand Green Vision To be ranked as the Best five-star Sustainable City Hotel in Sri Lanka by 2015 “ We are proud to place on record that the Cinnamon Grand’s green vision of becoming the best five-star sustainable city hotel in Sri Lanka was achieved during the current financial year with the implementation of our new Building Management System (BMS). The BMS regulates the environment within the hotel to maintain optimum environmental conditions, while minimising energy wastage.” These improvements reduced electricity consumption by 4.32 per cent during the current year as against the previous year. Electricity in KWH ('000) 15,274 14,042 13,841 2015 2014 2013 2012 13,243 Cinnamon Grand's Chief Engineer Panduka Wijeyawardena and Lanka Energy Conservation Pvt Limited Chairman and Managing Director Dammicca Wickramarathne in front of the newly installed chillers, under the BMS initiative 53 54 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Waste Management The hotel has in place, systems for the disposal of waste generated through daily operations. Such waste disposal systems include the use of the 3R methodology of Reusing, Recycling and Reducing techniques. As Colombo’s largest five-star property, with 501 rooms and 14 restaurants, the Cinnamon Grand’s main waste product is wet garbage, comprising food waste, which accounts for about 86 per cent of total waste output of the hotel. Therefore, food waste management is an integral part of the hotel’s day-to-day functions. In addition, plastic, paper and glass bottles account for 6.7 per cent of total waste output. Hazardous waste of the hotel, comprising e-waste such as computers and mobile phones, is sent for proper disposal and recycling. Moreover, the hotel’s discarded CFL bulbs are sent for recycling to a Central Environment Authority-certified waste disposer. Banners to Bags (B2b) sale at Cinnamon Grand The Cinnamon Grand Colombo's popular Banners to Bags (B2b) initiative was held in commemoration of World Environment Day. The sale was held for the fifth time in June 2014 and featured 170 exclusive and trendy bags made out of used flexi banners of the hotel. The Cinnamon Grand is Asia's first and the world's fourth company to embark on this unique recycling initiative. All proceeds from the sale of the bags are directed towards the Children’s Ward of the Maharagama Cancer Hospital. This innovative concept was introduced in 2009 and was endorsed by Professor Mohan Munasinghe, who is the Vice Chairman of the Intergovernmental Panel on Climate Change and shared the 2007 Nobel Peace Prize with Al Gore. Waste Management efforts for the year Waste type Method of disposal Wet garbage Collected by three piggery farms Kitchen used oil Used for the hotel’s boilers Plastic and polythene Given to Central Environmental Authority listed collectors for recycling 2013/14 kgs 2014/15 kgs 761,942 793,862 11,372 11,061 59,023 63,146 351 1,577 2,189 4,588 Paper and glass bottles Given to Piramal Glass Company for recycling Hazardous waste (e-waste and CFL and tube bulbs) All e-waste is collected by Think Green All CFL and tube bulbs are collected by Orange Both companies are registered with the Central Environmental Authority Metal tins and cans Given for recycling to the same collector as plastic and polythene Composting Composting is processed in the hotel and used for the garden areas 42,717 7,636 Landfill waste Given to the Colombo Municipal Council for dumping 43,636 43,636 Coconut shells Collected by a Coconut Development Authority registered supplier 568 7,147 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Social Responsibility The Cinnamon Grand’s approach to CSR is aimed at supporting local and national endeavours to uplift social standards and living conditions of less-developed and vulnerable communities in the country. The Company is committed to conduct business in a manner that benefits the economy, society and quality of environment. The Marketing Communications and Sustainability Department together with the Human Resources Department raises awareness among the staff regarding the role of CSR in the Company’s sustainable growth objectives. Supporting the La-Salian Montessori, Modara In November 2014, the Cinnamon Grand donated 10 used plastic chairs to the La-Salian centre. The hotel also donated a range of linen such as bed sheets, pool towels, bath towels, duvet covers, tablecloths and face towels. Neighbourhood School Project The Cinnamon Grand understands the importance of being a good neighbour to its surrounding community. The hotel has been supporting the development and maintenance of infrastructure and facilities of disadvantaged Government schools in Colombo 2, towards creating an environment more conducive for learning. The schools cater to a mixed student population representing all communities and religions. This project is a collaboration between the John Keells Foundation and the hotel. Refreshment Stall during His Holiness Pope Francis’s Mass at Galle Face Green The Cinnamon Grand hosted a coffee and cool drinks stall for the large crowds who came from across the country and abroad to Galle Face Green to attend Mass and seek blessings from His Holiness Pope Francis during his two-day visit to Sri Lanka. The Cinnamon Grand staff worked tirelessly in making this historic event a success by sparing no efforts to ensure the welfare of the masses visiting the event. Visitors entering Galle Face Green in the early hours of the day were provided with hot cups of coffee to quench their thirst and ease their fatigue after travelling from far and wide to participate in the momentous occasion. As the day got progressively warmer, the Cinnamon Grand staff The Cinnamon Grand has been supporting the La-Salian Montessori at Henamulla Camp, Modara, since 2012 to uplift the learning environment for underprivileged children. This Community and Education Service Centre, which is operated by the La-Salian Foundation, has 145 students between the ages of 3-5 years, with six teachers to care for them. In an attempt to improve their learning environment, the Cinnamon Grand has refurbished the teachers’ room and three toilets and painted the main classroom walls as part of the second phase of this project in April 2014. Cinnamon Grand associates serving hot cups of coffee in the wee hours of the morning for those rallying towards the Galle Face Green for the Papal Mass 55 56 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. worked hard irrespective of the heat and disregarding their personal discomfort to ensure the availability of cooling and refreshing drinks towards mid-day. These attentive ministrations by our staff ensured that the elderly and the young were well taken care of during the day. Over 15,000 cups of coffee and nearly 50,000 cups of cool drinks were served to pilgrims by the Cinnamon Grand during this historic occasion. Environmental Wisdom Cards The Cinnamon Grand’s ‘Environmental Wisdom Card Packs’ continued to remain popular among guests and other stakeholders. The cards that were launched to commemorate World Environment Day in 2010 contain 12 beautiful wisdom cards, with images of the over 200-year old Banyan tree at Nuga Gama. The photographs for the cards were taken by Steve Cohn, a famous photographer from Los Angeles. Each card bears an inspirational quote from famous environmental advocates and is printed on recycled paper. The packs are sold to guests in all restaurants and at the reception. Proceeds from sales go to the Field Ornithology Group of Sri Lanka, a conservation society involved in conservation of local avifauna. promote and sustain the livelihood of small-scale entrepreneurs through the Kadé at Nuga Gama, the village in the city. Assisting Senior Citizens: The Dias Elders’ Home The Cinnamon Grand Colombo provides dry rations and medicinal items to the Dias Elders’ Home every month, to support senior citizens who reside in the home. The Dias Elders’ Home provides shelter to senior citizens who do not have family or other forms of financial support and/ or care. Alzheimer’s Foundation The Cinnamon Grand Colombo is the hospitality sponsor of The Memory Walk, the flagship event of the Lanka Alzheimer’s Foundation. The hotel provided refreshments to the participants. The annual walk aims at raising awareness and funds for those affected with Alzheimer’s disease. A Day Out for Hearing Impaired Children The Cinnamon Grand Colombo hosted 35 students from the Ceylon School for the Deaf and Blind on 25th July 2014. The children were welcomed at the lobby and presented with welcome drinks at the Courtyard. Taken on a short tour of the hotel, the children were shown the Chocolate Room and the fish pond next to Taprobane, and concluded their visit with an enjoyable lunch at Nuga Gama. Donation of White Canes A donation of 100 white canes was made to the Sri Lanka Welfare Society of the Blind in aid of the visuallyhandicapped, in commemoration of White Cane Day in October. Promoting Sri Lankan Crafts and Produce The hotel also promote batik items, Cinnamon-branded bookmarks, locally-manufactured children’s sling pouches, recycled paper notepads, wooden handicrafts and masks to Ecstatic students from Ceylon School for the Deaf and Blind at the end of the hotel tour with the Cinnamon Grand team Asian Hotels and Properties Plc Annual Report 2014/15 Assisting Senior Citizens: St. Anne’s Home for Elders On the request of the former Roman Catholic Archbishop of Colombo, Father Oswald Thomas Colman Gomis, the Cinnamon Grand donated a consignment of discarded linen to the St. Anne’s Home for Elders in Kelaniya. Together with the linen, which included bed sheets, pillow cases, towels and serviettes, the hotel also donated a variety of crockery and cutlery items. Annual Christmas Visit from Don Bosco Boys’ Home The annual Christmas celebration for the boys from Don Bosco Boys’ Home in Maggona was held for the ninth consecutive year. The hotel organised a host of fun-filled activities in true Cinnamon Grand style. In addition, the boys were also gifted books, stationery, school uniforms and shoes for the coming year at the Christmas Party, ending the day on a very positive note. Staff from all departments took time off from their busy seasonal schedules to create this memorable experience for the kids. Donation of Linen The Cinnamon Grand is highly conscious of its five-star image and hygiene standards and regularly replaces large volumes of household linen with new items to maintain its premium image. The hotel regularly donates the cleaned, discarded linen which is in good condition to suitable charities as an environmentally-friendly method of disposal. During the current year, a batch of discarded linen was donated to the Diyangala Boys Town at Ragama, on 21st June 2014. Another batch, mainly bed sheets, was donated to the Maharagama Cancer Hospital on 28th June 2014. More hotel linen was donated to the Institute of Mental Health on 29th October 2014. Victims of landslides in Koslanda were gifted with second-hand linen and other items of clothing in July 2014. Families and children who were displaced and facing the cold climate of the hill country were presented with the warm gift of sheets, bed spreads, blankets, towels, shirts and trousers. Linen, including bath towels and bed sheets, was donated to an Ayurveda Clinic in Panadura to improve facilities for patients seeking Ayurveda treatment. Discarded linen was donated to the Peter Weerasekara Home for the funraising ‘Village Fair’ project organised by the home. The hotel donated linen for the use of an employee’s mother who was admitted to the Cancer Hospital Children from the Don Bosco Boys' Home Maggona, enjoying themselves at the annual Christmas celebrations at the Cinnamon Grand 57 58 Asian Hotels and Properties Plc Annual Report 2014/15 Management Discussion & Analysis Contd. Corporate social responsibility cinnamon lakeside Being a responsible corporate citizen is an unwavering priority in Cinnamon Lakeside’s entire corporate ethos. At Cinnamon Lakeside, the corporate stewardship is a daily philosophy, well ingrained into every facet of the way business is conducted. In line with this overarching objective, Cinnamon Lakeside has, over the years, worked on integrated social responsibility platforms designed to have maximum impact on all stakeholders, where the relationships nurtured with them are constructed on strong sustainable foundations that would prompt a win-win formula for both them and us. The hotel team encompassing both management and associates, remains integral to the CSR ethos; encouraging associates to identify community initiatives that would involve their participation. Hence volunteerism remains ingrained into productivity and performance goals and aligned to their individual career aspirations. Believing strongly that the impact that Cinnamon Lakeside has on the community must be a sustainable long term one, the projects identified, strengthened and nurtured are programmes founded on the platforms of permeating education for under-served communities as well as extending vocational training programmes for youth from economically disadvantaged backgrounds. It is also imperative that the hotel inculcate a milieu of inclusivity in each of the social projects and hence promoting religious harmony remains ingrained into these. ‘One Creed for All Creeds for One’ thus was founded on and promotes the concept of unity in diversity, encouraging celebration of the diversity among us, whether in ethnicity, culturally, religious, socially and economically, spearheading change through processes to encourage nation building, reconciliation and peace. All CSR programmes are implemented in a highly coordinated environment, with key projects undertaken at Group level, in collaboration with the Corporate Social Responsibility Foundation of John Keells Holdings PLC. Encouraging religious harmony St. James Church in Wewaldeniya, Nittambuwa was refurbished and renovated this year as a facet of Cinnamon Lakeside’s social responsibility platform to promote religious harmony. Each year, the hotel selects a site of significance to any religion and spurs its refurbishment. This year, the hotel had the participation of 100 from the hotel’s team in the project, which included cleaning the surrounds and painting the interiors, exteriors and statues within the Church. also Breakfast and lunch were also provided to the inmates of the children accommodated at the orphanage situated within and managed by the church. Cinnamon Lakeside associates renovating the St. James Church in Wewaldeniya, Nittambuwa Asian Hotels and Properties Plc Annual Report 2014/15 Projects that promote religious harmony will continue as an integral facet within the social responsibility initiatives and each year, Cinnamon Lakeside team will identify a religious site that requires attention to gain proactive participation. Better Health for All The totality of the ENT Ward of the Lady Ridgeway Children's Hospital was completely refurbished with the voluntary participation of 50 of hotel’s team, in February 2015. In addition to ensuring that the ward was completely renovated by painting, cleaning and even dry cleaning curtains at the hotel laundry, the hotel also presented the ward with fans, bed linen and other essentials. Accessibility to Education Spearheading the tenet that knowledge gain will always be the tool for success, which is eventually translated into a knowledge empowered society that contributes towards national development, this year the hotel presented 3,000 exercise books to school children who are within the Lahiru Scholarship Foundation in Bibile, based in the Moneragala District. This was a project that saw the joint efforts of both the hotel and hotel’s team members contributing towards the cost of the books, well entrenched in the mindset that education must be accessible to all and hence, Cinnamon Lakeside must do its part to ensure this becomes a reality. Cinnamon Lakeside team after the Lady Ridgway refurbishment project 59 60 Asian Hotels and Properties Plc Annual Report 2014/15 Board of Directors Susantha Ratnayake Chairman Susantha Ratnayake was appointed as a Director of Asian Hotels and Properties PLC in September 2003 and Chairman and CEO of John Keells Holdings PLC in January 2006. He has served on the JKH Board since 1992/1993 and has 37 years of management experience, all of which is within the John Keells Group. He is the Chairman of the Employers Federation of Ceylon, Non-Executive Chairman of Ceylon Tobacco Company PLC and is a past Chairman of the Ceylon Chamber of Commerce and the Sri Lanka Tea Board. Ajit Gunewardene Trust Bank PLC. Ajit has a Degree in Economics and brings over 32 years of management experience. Ronnie Peiris Director Ronnie Peiris was appointed as a Director of Asian Hotels & Properties PLC in 2003. As the Group Finance Director of John Keells Holdings PLC, Ronnie has overall responsibility for the Group’s Finance and Accounting, Taxation, Corporate Finance, Treasury and Information Technology functions. He is also Director of several companies in the John Keells Group. He was previously the Managing Director of Anglo American Corporation (Central Africa) Limited in Zambia. Director Ajit Gunewardene is the Deputy Chairman of John Keells Holdings PLC and has been a member of the Board for over 20 years. He is a Director of many companies in the John Keells Group and is the Chairman of Union Assurance PLC. He is a member of the Board of SLINTEC, a company established for the development of nanotechnology in Sri Lanka under the auspices of the Ministry of Science and Technology. He is also an Advisory Committee Member of COSTI, the coordinating Secretariat for Science Technology and Innovation under the purview of the Minister (Senior) of Scientific Affairs. He has also served as the Chairman of the Colombo Stock Exchange and Nations He has over 40 years of finance and general management experience in Sri Lanka and abroad. He is a Fellow of the Chartered Institute of Management Accountants, UK, Association of Chartered Certified Accountants, UK, and the Society of Certified Management Accountants, Sri Lanka and holds an MBA from the University of Cape Town, South Africa. He is a member of the Committee of the Ceylon Chamber of Commerce, and serves on its Economic, Fiscal and Policy Planning Sub Committee. Cholmondeley Pinto Director Cholmondeley Pinto was appointed as a Non-Executive Director and as the Chairman of the Board Audit Committee of Asian Hotels and Properties PLC in July 2011. He is a Fellow of the Institute of Chartered Accountants of Sri Lanka with 40 years of post-qualifying experience, in the profession and in industry. Before returning to Sri Lanka in 2006 after spell of 32 years abroad, he worked for SAB Miller PLC for 23 years, the world’s second largest multinational breweries group, holding CFO positions in its listed subsidiaries in several countries. He currently works as a beverage industry consultant and is semi-retired. He is also a Non-Executive Director of Trans Asia Hotels PLC. Shirani Jayasekara Director Shirani Jayasekara was appointed as a Director in September 2009. She has over 35 years of experience combining; Finance, IT, Audit and Risk Management in Sri Lanka, Zambia and Bahrain. She has been selected to serve on various committees of the Institute of Chartered Accountants of Sri Lanka such as the Annual Report awards Committee (Sustainability Reporting) and Audit Committee of the Institute. She is also an external Independent Director at LB Finance. She is a Fellow of the Institute of Chartered Accountants of Sri Lanka and a Fellow of the Chartered Institute of Management Accountants UK. Asian Hotels and Properties Plc Annual Report 2014/15 Sanjiva Senanayake Rohan Karunarajah Director Director Sanjiva Senanayake was appointed to the Board of Asian Hotels and Properties PLC as an Independent Director in September 2009. He has served in several key positions in national and international organisations. Rohan Karunarajah is an Executive Vice President of the John Keells Group and is also the Sector Head of the Cinnamon City Hotels, currently overlooking the management of the Cinnamon Grand, Cinnamon Lakeside and Cinnamon Red. A career hotelier counting over three decades, both in the local and international hospitality industry, he has held the position of General Manager in several hotels in the United Kingdom, lastly being the Marriott Marble Arch, London. He is a Director of Asian Hotels and Properties PLC. He read for his Masters in Hospitality and Business Studies from the Thames Valley University, London. He was also appointed as a Director of Trans Asia Hotels PLC, from 1st May 2015. Senanayake joined the International Finance Corp (IFC) - the World Bank's private sector financing arm in June 1998 and held the position of Country Manager for Sri Lanka and Maldives until April 2006 when he was appointed as the Head of Financial Markets Investments – West Africa. He held this position until his retirement in April 2009. Prior to joining IFC he served as the Assistant General Manager, Treasury and Investment Banking at National Development Bank of Sri Lanka and as Consultant, Treasury and Business Development at Commercial Bank of Ceylon. Prior to that he held several key positions in the Citibank group in Sri Lanka and overseas. Senanayake holds a BSc degree in Electronic and Electrical Engineering from King’s College, University of London and an MSc in Communication Engineering from the Imperial College of Science and Technology, University of London. He is also a Director of Sampath Bank PLC and Hemas Pharmaceuticals Ltd. Suresh Rajendra Director Suresh Rajendra is the President of the Property Group of John Keells Holdings PLC. He also serves as a Director in many companies of the John Keells Group. He has over 22 years of experience in the fields of finance, travel and tourism, and business development acquired both in Sri Lanka and overseas. Prior to joining the Group, he was the Head of Commercial and Business Development for NRMA Motoring and Services in Sydney, Australia and Director/General Manger of Aitken Spence Hotel Managements (Pvt) Ltd, Sri Lanka. Suresh is a Fellow of the Chartered Institute of Management Accountants, UK. 61 Asian Hotels and Properties Plc Annual Report 2014/15 Risk Management The Company has recognised the Risk Management Process as an essential component of both the investment management process ensuring safe and high quality products as well as maintaining sustainable business operations for all our stakeholders. Enhancements were continuously made to the Risk Management Framework throughout 2014/15 based on the guiding principles of the Enterprise Risk Management (ERM) process recommended by the John Keells Group Sustainability and Enterprise Risk Management Division. The Enterprise Risk Management cycle begins during the second quarter with an annual risk review by the John Keells Group’s Enterprise Risk Management division which assists heads of business units and their respective Heads of Departments to comprehensively assess, rate and set mitigation plans for any structural, operational, financial and strategic risks relevant to each company, based on past information and horizon scanning. Audit Committee Board Hotel/ Property Risk Management Team Business Impact Likelihood of Occurrence Velocity Insignificant Given the constantly evolving economic and business environment and a competitive industry setting, covering local and global regulatory requirements, Asian Hotels and Properties PLC, further refined its risk management system during the year under review. The Risk Management Process is designed to analyse the exposure on various risks, by identifying vulnerability and the probability of occurrence along with its impact to business operations. Through this process, we have developed a better understanding of key risks, encouraged and facilitated the sharing of best practices across the individual Business Units and reduced the overall cost of risk by continuously improving our risk management approaches. Thereafter, action that should be taken to mitigate the impact and likelihood of such risks to the business are discussed at various levels of the Company and corrective measures are implemented promptly. Ultra High 62 Risk Grid Risk Champions Risk Management Process The Risk Management Process is carried out in order to identify risk events and rank, and prioritise each risk by assigning a risk rating. This is rated by assessing the likelihood of occurrence [Probability] and the level of impact to the Company. The velocity of risk is also a factor when assessing risks in order to ascertain the speed at which risks would impact the Company. The product of the risk assessment are tabulated in a risk grid that rates the risks on a scale of ‘Ultra High’ to ‘Insignificant’, which enables the company to prioritise the risks and to plan out risk mitigation strategies. The Management Committee of each business unit was apprised of the high level risks and core sustainability risks that emerged during the risk review process. Based on the score derived by each identified risk, the Committee decides on the appropriate risk response strategies which are categorised Asian Hotels and Properties Plc Annual Report 2014/15 into three broad areas; namely preventive, detective and corrective. Based on the field of expertise, risks are assigned to a risk owner who is responsible for the implementation and reporting of the strategy. The risk owner is responsible for ensuring that all required resources needed to effectively implement the strategy are included in the capital expenditure or operational expenditure budget of the Company. Subsequent to the resource planning, the Risk Owner is responsible for the implementation of the strategy within the agreed date plan and to update the Committee accordingly. Risk Category and Description The Company does understand that in a dynamic environment, the risk does not stay constant and continuous monitoring of the environment and the assessed risks ensure that the Company identifies and is able to stay abreast of such changes proactively. The Company follows a wellstructured risk reporting mechanism where the risk grid is reviewed on a quarterly basis by the Risk Committee and the team signs off on a compliance statement on a quarterly basis. The responsibility of maintaining an effective system of internal control and risk management lies with The Board and the consolidated financial Potential Impact and operational compliance report is received by the Audit Committee from the President of the Leisure Group. The Audit Committee has also included a risk review on the agenda of Audit Committee Meeting and the Audit Committee on behalf of the Board reviews the risk management process adopted by the Company. The risk exposure and profile of the Company did not change significantly during the last year. A review of the key risks that could materially affect Asian Hotels and Properties PLC along with control measures and action plans implemented to mitigate them are set out below. Control Measures and Action Plans to Mitigate Risks Strategic Risks Business Risk The performance of the Company could be adversely affected due to intense competition, unfavourable economic conditions and new entrants Reduction in fair share of market and loss of revenue Adverse impact on planned profitability and cash flow Risk Rating – Medium The Company closely monitors competitor activities and strategies. This process includes the reviewing of competitors’ market share and performance. Where necessary, new strategies are formulated or existing strategies are revised to counter the actions of competitors Ongoing and timely investments to upgrade properties and facilities Exceeding customer expectations by careful analysis of guest feedback and tailoring appropriate and prompt responses to identified issues Providing value for money by enhancing services, improving service delivery and focusing on consistent quality Growing web-generated business 63 64 Asian Hotels and Properties Plc Annual Report 2014/15 Risk Management contd. Risk Category and Description Brand Image and Reputation Risk The Company’s success depends on the continued strength and recognition of the brand on a local and regional basis The ‘Cinnamon’ name is primary to its business as well as to the implementation of its strategy for expanding its businesses. This will depend largely on the success of its ability to provide high-quality products and services to all its clients Uncertainty in Regulatory Environment Risk Changes in legal and regulatory framework requires significant changes to operating process Potential Impact Decline in customer base, loss of market share, market penetration and ability to develop the business Inability to maintain room rate differentiation and competitive advantage Erosion in confidence may damage sustainability of Group business Control Measures and Action Plans to Mitigate Risks Risk Rating - Low Although some factors are beyond its control, the group adopts the following approaches to mitigate this risk: Regular Brand Audits of the ’Cinnamon‘ brand are carried out Both the Hotel Division and the Property Division ensure that they secure the most sought after and qualified staff to hold high Managerial positions (in different hierarchies) Continuous attention is focused on the environment and health and safety concerns by complying with HACCP and other quality certifications The brand of ’Cinnamon’ with emphasis on maintaining Minimum Quality Standards and Standards of Performance carries out ongoing reviews of guest comments in order to exceed customer expectations Encouraging and nurturing responsible corporate citizenship through CSR initiatives Continuous monitoring and reviewing of online customer reviews and rating Risk Rating – Low Potential exposure to litigation Creating awareness about legal & statutory obligations at all levels Internal auditors carrying out specific reviews and checks to ensure that operations and services remain in compliance with regulations Tax/regulatory returns submitted by the company being subjected to regular monitoring and scrutiny by the Tax Division of the Leisure Group The Legal Division of John Keells Group provides guidance and direction to safeguard the company against any losses or loss of reputation that could arise from any legal consequences of transactions it enters into Asian Hotels and Properties Plc Annual Report 2014/15 Risk Category and Description Potential Impact Control Measures and Action Plans to Mitigate Risks Operational Risks Risks from Natural or Man-made Disasters Loss of property and equipment resulting in significant losses Human Resource Risk The Company’s human resources are the backbone of the business, holding the Company together. The growth of the Company is heavily dependent on the talents and efforts of the highly skilled individuals that the Company is able to attract and retain. The recruitment and retention of employees is a constant challenge Risk Rating – Low Injuries to staff and guests, damage to property and cost implication Inability to maintain quality standards and meet guest expectations Higher operational costs and loss of business Adverse impact on the company’s brand image Documented business continuity and disaster recovery plans are in place and appropriate signage is in place A process to communicate awareness of such incidents is in place Fire fighting systems, trained staff and procedures are in place Relevant insurance policies are in place and the adequacy of such cover is subject to regular review Risk Rating – Low As part of the performance appraisal process carried out in the Company, a clear vision has been set out on career development and succession plans, enabling the Company to retain its employees Regular training both locally and overseas is carried out in order to infuse motivation, commitment and empowerment among staff Recruitment of high calibre staff, effective induction to the Group's corporate culture, transparency in management actions and effective communication lines are developed in the Company’s culture to foster good employee relationships Developing a spirit of unity by organising associate gatherings to celebrate staff birthdays, outings, sports activities, family get-togethers and religious activities 65 66 Asian Hotels and Properties Plc Annual Report 2014/15 Risk Management contd. Risk Category and Description Potential Impact Technology and Data Protection Risk Failure to keep pace with developments in the technology sphere could impair our competitive position and operation Adverse impact on efficiency of operations, guest satisfaction, loss of competitive advantage Data theft Risk of cyber attacks Supply Chain Risks Short supply of goods and raw material resulting in disruptions to operations Cost overruns, reputational loss Control Measures and Action Plans to Mitigate Risks Risk Rating – Low Reservation, property management, material management and financial information systems were upgraded for greater alignment with business needs, making it easier to respond to change in business strategy The IT division of the sector and the John Keells Group have implemented procedures to safeguard the computer installations of the Company to ensure continuity of operations Commissioning an audit of all websites by an IT Governance, Risk and Compliance professional to safeguard against cyberattacks While the Group’s operations are reliant on Information Technology stringent security measures; disaster recovery procedures and business continuity plans are implemented. There are group-wide measures to ensure the mitigation of significant information technology risks. Clearly defined IT policy, which is communicated to all associates Risk Rating – Low Alternate suppliers have been identified Maintain good business relationships with supply chain, rotating contracts when economically possible Identification of local supplier base Asian Hotels and Properties Plc Annual Report 2014/15 Risk Category and Description Internal operational processes Risk of financial loss due to breakdown in internal controls Potential Impact Disruption of operations, loss of profits and ineffective use of assets and resources Control Measures and Action Plans to Mitigate Risks Risk Rating – Low Clearly defined systems and procedures are in place to ensure compliance with internal controls, which are monitored and reviewed for their continued efficiency and effectiveness An outsourced internal audit firm reviews and provides assurance on the adequacy of the Group’s financial and operational systems on a quarterly basis Quarterly confirmation of compliance with financial, operational and sustainability procedures and requirements which include any incidence of fraud A formal process is in place to review and monitor all audit findings Financial Risk Liquidity and Credit Risk The economic instability, high inflation rates, adverse foreign currency fluctuations and the global monetary crisis could affect the Company in recovering the cash from clients of the hotel and tenants of the mall Reduced cash flow and profitability Probable penalty charges and adverse credit terms for future business Exposure and losses due to default of settlement by debtors Interest Rate Risk Drop in interest rates will lead to a lower interest income as a result of which, the Company would have an impact on its Other Income Reduced income and profitability Risk Rating – Low Regular review mechanisms are in place to monitor the performance of the Company against approved budget targets to achieve a balance between liquidity and profitability ● The Company actively carries out trade debtor balance reviews with review meetings held on a consistent and continuous basis ● Credit policy and stringent controls are in place to mitigate the impact of default Risk Rating – Low The Company has taken measures to maximise the interest income with the assistance and guidance of the JKH Group Treasury Department Keeping abreast of global as well as local interest rate activities 67 68 Asian Hotels and Properties Plc Annual Report 2014/15 Risk Management contd. Risk Category and Description Foreign Exchange Risk Potential Impact Reduced revenue and profitability Control Measures and Action Plans to Mitigate Risks Risk Rating – Low Transacting revenue in strong currencies Matching payments to collection of the same currency Continuous monitoring of the exchange rate and updating the conversion rates according The Board confirms that a process for identifying, evaluating and managing significant risks that endanger the achievement of the strategic objectives of Asian Hotels and Properties PLC has been in place throughout the year in accordance with the guidelines set out by the Institute of Chartered Accountants of Sri Lanka and industry best practices. The Audit Committee has reviewed the Business Risk Management process adopted by the Company and has noted that the risk management exercises had been conducted. Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance Corporate governance commentary Introduction A culture of performance, entrenched within a framework of compliance, conformance and sustainable development dominates the governance policy of Asian Hotels and Properties PLC. This is in line with the John Keells Group’s corporate governance philosophy which has been institutionalised at all levels through a strong set of corporate values, a written code of conduct and a proven performance management and values monitoring systems. The Board of Directors, Senior Management and employees of the Company are expected to strictly adhere to the precepts of this culture and follow them in performing official duties, whilst ensuring that the Group image remains positive and pragmatic at all times. The Company has strived to maintain the highest levels of transparency when reporting on both financial and non-financial information which has enabled it to enhance the trust that stakeholders have in it. The Company holds itself accountable to the highest standards of Corporate Governance and transparency that enhances the public’s access to information about our Company. Effective Corporate Governance in line with the highest international standards is an important part of our identity. Our system of Corporate Governance lays the basis for responsible performance-oriented management and control which is geared towards sustainable value creation. Most importantly, our efforts go hand in hand with an unwavering commitment to the accurate, clear communication of our performance and the facts of our business. We are pleased to present this report which sets out the corporate governance philosophy that is practiced by the Company. We are in compliance with the following statutes, rules and regulations and where necessary, any deviations permitted by same, have been duly explained. ● Companies Act No. 7 of 2007 – Mandatory compliance ● The Continuing Listing Rules of the Colombo Stock Exchange (CSE) – Mandatory compliance The Recommendations of the Code of Best Practice on Governance issued jointly by the Securities and Exchange Commission of Sri Lanka (SEC) and the Institute of Chartered Accountants of Sri Lanka (ICASL) to the extent that they are practicable – Voluntary compliance 69 70 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. Corporate Governance System within a Sustainability Development Framework Internal Governance Structure Audit Committee Nominations Committee Chairman & the Board of Directors Human Resources & Compensation Committee Related Party Transaction Review Committee People & Talent Management Employees Performance Governance Assurance Mechanisms Board Committees Regulatory Benchmarks Companies Act No. 07 of 2007 Internal Control Stakeholder Management Listing Rules of the CSE JKH Code of Conduct President/ Sector Head Effective & Transparent Management Management Team IT Governance Employee Empowerment Risk Management External Audit Employee Participation The Code of Best Practices on Corporate Governance issued jointly by SEC & ICASL The Corporate Governance framework is founded on the following principles: (i) (ii) Allegiance to John Keells Holdings PLC (JKH) and the John Keells Group, and upholding of Group values. Compliance with the laws and Company Rules and Regulations applying to the territories that the John Keells Group operates in. (iii) Conduct of business in an ethical manner at all times, in line with acceptable business practices. (iv)Exercise of professionalism and integrity in all business and “public” personal transactions. (v)Ensure that no one person has unfettered powers of decision making. (vi) Opting for the early adoption of accounting standards and best practices in governance regulation when practical. (vii)Encourage proactive discussions with the relevant regulatory bodies to facilitate the implementation of matters of governance and other business reforms in Sri Lanka. (viii) Make business decisions and resource allocations, in an efficient and timely manner, within a framework that ensures transparent and ethical dealings which adhere to the laws of the country and the standards of governance that stakeholders expect from the Company. The Company Corporate Governance System The Company Corporate Governance System diagram depicts the key components as at current, and their inter-linkages. This commentary is broadly sequenced in keeping with this diagram. Internal Governance Structure This comprises a committees which formulate, execute and monitor Company related strategies, initiatives, processes and procedures which support are weaved into the fabric of these committees, enabling them to perform their roles effectively. Asian Hotels and Properties Plc Annual Report 2014/15 Assurance Mechanisms This comprises ‘bodies and mechanisms’ which are employed in enabling regular review of progress against objectives with a view to highlight deviations, quick redress and in providing assurance that actual outcomes are in-line with expectations. Regulatory Benchmarks This comprises regulations which govern, in the main, all our corporate activities from the Companies Act No. 07 of 2007 to Listing Rules of the CSE, Rules of the SEC and the benchmarks we have set for ourselves in working towards local and global best practices. What follows is a more detailed account of including where relevant and applicable components of the Company’s Corporate Governance System. Internal Governance Structure The Internal Governance Structure encompasses; ● The Board of Directors, ● Board Sub-committees, and ● Senior Management Committees Strengthened and complemented by internal policies, processes and procedures, the key components being: ● Strategy formulation and decision making ● Human resource governance ● Integrated risk management IT governance and ● Stakeholder management and effective communication The components of the internal governance structure are designed in such a way that the executive authority is well devolved and delegated through a committee structure ensuring that the Presidents, Sector Head and the Senior Management Team are accountable for the total Company functions and sub-functions respectively. Clear definitions of authority limits, responsibilities and accountabilities are set and agreed upon in advance to achieve greater operating efficiency, expediency, healthy debate and freedom of decision making. Role of Chairman The Chairman conducts Board Meetings and ensures that the participation and contribution of Executive and Non-Executive Directors are encouraged and their views on matters under consideration are determined. The Chairman maintains contact with all Directors and has informal discussions with the Non-Executive Directors as necessary. As Chairman, he is responsible for: ● Ensuring that the principles and processes of the Board are maintained, including the provision of accurate, timely and clear information Encouraging debate and ● constructive criticism ● Setting agendas for meetings of the Board, in conjunction with the Senior Managers and Group Company Secretary, that focus on the strategic direction and performance of our business ● Leading the Board and individual Director Performance assessments ● Speaking and acting for the Board and representing the Board to shareholders ● Presenting shareholders’ views to the Board ● Facilitating the relationship between the Board and the Management The Board considers that none of the Chairman’s other commitments interfere with the discharge of his responsibilities to the Company. The Board is satisfied that he makes sufficient time available to serve the Company effectively. Chairman appraisal The Human Resources and Compensation Committee of the ultimate parent Company, John Keells Holdings PLC appraises the performance of the Chairman on an organisational and individual basis as approved by the Board. Board of Directors The Board of Directors is the ultimate governing body of the Company. It is responsible for the ultimate supervision of the Company. In all actions taken by the Board, the Directors are expected to exercise their business judgment in what they reasonably believe to be the best interests of the Company. In discharging that obligation, Directors may rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors. 71 72 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. Composition of the Board and Directors’ Independence As at 31st March 2015, the Board consisted of 8 Directors comprising: ● 2 Executive Directors (ED) ● 3 Non-Executive Non-Independent Directors (NED/NID) ● 3 Non-Executive Independent Directors (NED/ID) Independence of the Directors have been determined in accordance with the Continuing Listing Rules of the CSE and all three Independent, Non-Executive Board members have submitted signed confirmations of their independence. The Board members have a wide range of expertise as well as significant experience in diverse fields enabling them to discharge their governance duties in an effective manner. Name of Director/ Capacity Share Holding (1) Material Business Relationship (2) Employee of Company (3) Family Member Continuous a Director or CEO service for nine (4) years (5) No No No N/A Mr. A.D. Gunewardene No No No No N/A Mr. J.R.F. Peiris No No No N/A Non-Executive ,Non-Independent Directors (NED/NID) Mr. S.C. Ratnayake Yes No Executive ,Non-Independent Directors (ED/NID) Mr. R.J. Karunarajah Yes No No No N/A Mr. S. Rajendra No No No No N/A Non-Executive, Independent Directors (NED/ID) Mr. C.J.L. Pinto Yes No No No No Mr. S.K.G. Senanayake No No No No No Mrs. S.A. Jayasekara No No No No No Definitions 1.Have shares in the Company. 2. Income/Non cash benefits derived from the Company equivalent to 20 per cent of the Directors annual income. 3. Director was employed by the company two years immediately preceding appointment. 4. Close family member who is a Director or CEO. 5.Has served on the Board continuously for a period exceeding nine years. The Board is of the view that its present composition ensures a right balance between executive expediency and independent judgment. Directors that made up the Company Board participate in defining goals, vision, strategies and business targets. All Directors are able to and willingly add value and independent opinion on the decision making process, which is of immense benefit to the effective functioning of the Board. The details of the current Board of Directors along with a brief resume of each Director is found from page 60 and 61 of the Report. Asian Hotels and Properties Plc Annual Report 2014/15 Transactions or events that have a material bearing on the Company are disclosed by way of circulars to shareholders, announcements to the CSE and media/press releases. The Board is ready to answer questions raised by shareholders at general meetings and maintains an appropriate dialogue with them. The presence of Independent Directors ensures the equal benefits of all shareholders with independent views and opinions. Directors will update the Board with any new information in relation to interests or relationships relevant to independence. The Board has developed a policy that it uses to determine the independence of its Directors. This determination is carried out annually or at any other time where the circumstances of a Director change such as to warrant reconsideration. The Board is aware of the other commitments of its Directors and is satisfied that these do not conflict with their duties as Directors of the Company. All Non Executive Directors are required to notify the Chairman of changes in their outside Board appointments and the Chairman carries out a review of all such appointments in consultation with the other Directors where necessary to ascertain any possible conflicts of interest. Board Responsibilities and Decision Rights At Asian Hotels and Properties PLC, the businesses are conducted by its employees, managers and officers, under the direction of the Executive Directors and the oversight of the Board, to enhance the longterm value of the Company for its shareholders. ●● Identifying the principal risks of the business and periodically reviewing the risk management systems in place ●● Preparation and presentation of financial statements, together with a statement by the Auditors pertaining to their reporting responsibilities Delegation of Authority The Board aims to fulfil its responsibilities by creating value for all stakeholders that is sustainable and beneficial. Stakeholders include shareholders, employees, customers, the community and the environment. Without limiting the Board’s function, its specific responsibilities include: ●● Approving objectives, strategies and financial plans and monitoring the Company’s performance against these plans ●● Monitoring compliance with the regulatory requirements and ensuring all Company employees act with integrity and diligence in the interests of the Company and stakeholders ●● Reviewing and approving all significant policies and procedures ●● Exercising objective judgment on all corporate matters independent from the Executive Management ●● Formulating short and long term strategies as a basis for the operational plans of the Company ● ● Determining and recommending interim and final dividends for the approval of shareholders The Board has delegated some of its functions to the Audit Committee while retaining the final right to accept the recommendations made by the Committee. The Audit Committee is chaired by an Independent Director appointed by the Board. Conflicts of Interest and Independence Each Director holds continuous responsibility to determine whether he or she has a potential or actual conflict of interest arising from external associations, interests or personal relationships in material matters which are considered by the Board from time to time. In order to mitigate any potential or actual conflict of interest or independence of Directors throughout the term of their membership on the Board, the Company has adopted the following processes: 73 74 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. Prior to Appointment Once Appointed Nominees are requested to disclose their various interests that could potentially conflict with the interest of the Company. Directors who are appointed are expected to inform the Board and obtain Board clearance prior to accepting any position or engaging in any transaction that could create a potential conflict of interest. All NEDs are required to notify the Chairman of changes in their current Board representations. Directors who have disclosed an interest in a matter under discussion have, During Board Meetings Details of companies in which Board members hold Board or Board Committee membership is available with the Company for inspection by shareholders on request. Board Meetings, Agenda and Attendance For the financial year 2014/2015 there was a total of four (4) Board meetings. During the meetings, the Chairman of the Board appropriately allocated time for Directors to carefully review and discuss all relative information. There were also written minutes that were made available for verification and approved by the Board. All Directors have access to Keells Consultants [Private] Limited who act as Company Secretaries for advice on relevant matters. ● Excused themselves from deliberations on the subject matter. Refrained from voting on the subject matter (such abstentions from Board decisions are duly recorded). The Board met on key matters of importance to the Company, including; ● Confirmation of previous minutes ● Matters arising from the previous minutes ● Board subcommittee reports and other matters exclusive to the Board Status updates of major projects Review of performance – in summary and in detail, including high level commentary on actuals and outlook ● Summation of strategic issues discussed at pre-Board meetings ● Approval of Quarterly and Annual Financial Statements ● Ratification of capital expenditure and donations ● Ratification of the use of the company seal and share certificates issued Ratification of Circular resolutions ● New resolutions ● Report on corporate social responsibility ● Review of Group risks, sustainability, HR practices/ updates ● Any other business Asian Hotels and Properties Plc Annual Report 2014/15 The Board of Asian Hotels and Properties PLC met once every quarter and the Directors’ attendance is shown in the table given below: Attendance at Board Meetings Name of Director 29-04-2014 30-07-2014 30-10-2014 28-01-2015 Meetings Attended Systems and procedures Quality of participation Board image The scoring and open comments were collated by the Independent Director, and the results were analysed to give the Board an indication of its effectiveness as well as areas that required addressing and/or strengthening. Mr. S.C. Ratnayake √ √ √ √ 4/4 Mr. A.D. Gunewardene √ √ √ √ 4/4 Mr. J.R.F. Peiris √ √ √ √ 4/4 Mr. R.J. Karunarajah √ √ √ √ 4/4 Mr. S. Rajendra √ √ √ √ 4/4 Board Secretary Mr. C.J.L. Pinto √ - √ √ 3/4 Mr. S.K.G. Senanayake - √ √ - 2/4 Mrs. S.A. Jayasekara √ √ √ √ 4/4 Keells Consultants (Pvt) Ltd functions as the Secretaries and Registrars of the Company and provide the Secretarial input for the Board proceedings in addition to maintaining Board minutes and Board records. Financial Guidance The Board of Directors consists of four senior qualified Accountants with significant experience in the corporate sector, who posses the necessary knowledge to offer the Board guidance on matters of finance. These Directors add substantial value and independent judgment on the decision making of the Board on matters concerning finance and investments. Timely Supply of Information All Directors are fully briefed on important developments in the various business activities of the Company. The Directors have access to; ● External and Internal Auditors ● Experts and other external professional advisory services ● Senior Managers under a structured arrangement ● Information as is necessary to carry out their duties and responsibilities effectively and efficiently ● Periodic performance reports ● Information updates from Management on topical matters, new regulations and best practices as relevant to the Company's businesses ● The services of the Company Secretary Board evaluation The Board conducted its annual Board performance appraisal for the financial year 2014/15. This formalised process of individual appraisal enabled each member to self-appraise on an anonymous basis, the performance of the Board under the areas of: Role clarity and effective discharge of responsibilities People mix and structures Tenure, Retirement and ReElection of Directors As prescribed by the Company’s Articles, one-third of the Directors of the Company except the Chairman and Managing Director retire by rotation. A Director retiring by rotation is eligible for re-election. The tenure of office for NonIndependent Directors is limited by their prescribed Company retirement age. Independent Directors, on the other hand, can be appointed to office for three consecutive terms of three years, which however, is subjected to the age limit set by statute at the time of re-appointment following the end of a term. 75 76 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. The proposal for the re-appointment of Directors is set out in the Directors Report as well as the Notice of Meeting on page 167 of this Report. Board Sub-Committees The Board has delegated some of its functions to sub-committees, while retaining final decision rights. Members of these sub-committees are able to focus on their designated areas of responsibility and impart knowledge and oversight in areas where they have greater expertise. Of the four committees mentioned below, other than the Audit Committee, the Board subcommittees of the ultimate Parent Company, John Keells Holding PLC (JKH), functions as the subcommittees of the Company and its subsidiaries as permitted by the listing rules of the CSE. 1. Audit Committee 2.Nominations Committee 3.Human Resources and Compensation Committee 4. Related Party Transactions Review Committee Audit Committee Role of the Committee The role of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities for the integrity of the Financial Statements of the Company, the internal control and risk management systems of the Company and its compliance with legal and regulatory requirements, the External Auditors’ performance, qualifications and independence, and the adequacy and performance of the Internal Audit function, which at the parent company (JKH) is termed Group Business Process Review Division (Group BPR). This is detailed in the terms of reference of the Committee which has been approved by the Board and is reviewed annually. The effectiveness of the Committee is evaluated annually by each member of the Committee and the results are communicated to the Board. Composition of the Committee and Meetings The Audit Committee comprises of three Independent Non-Executive Directors. As prescribed in the Listing Rules of CSE. The Chairman of the Audit Committee is a Fellow member of the Institute of Chartered Accountants of Sri Lanka with several years of experience in financial auditing and accounting. Four (4) meetings were held during the year. The Executive Directors and Senior Management of Cinnamon Grand Colombo and Crescat Property Division attend the Audit Committee meetings by invitation. Further the representatives of the Internal Auditors (Messrs. PricewaterhouseCoopers (Private) Limited), John Keells Group Business Process Review Division and the External Auditors Messrs. KPMG, Chartered Accountants also attend the Audit Committee meetings by invitation. The Audit Committee performs an important monitoring function in the overall governance of the Company. The Committee reviews the following; ● Procedures for identifying business risks and controlling their financial impact on the Group and the operational effectiveness of the policies and procedures related to risk and control ● The appointment, remuneration, qualifications, independence and performance of the External Auditor and the integrity of the audit process as a whole Budgeting and forecasting ● systems, financial reporting systems and controls ● Procedures for ensuring compliance with relevant regulatory and legal requirements ● Arrangements for protecting intellectual property and other non-physical assets ● Overseeing the adequacy of the internal controls and allocation of responsibilities for monitoring internal financial controls ● Policies, information systems and procedures for preparation and dissemination of information to shareholders, stock exchanges and the financial community. Asian Hotels and Properties Plc Annual Report 2014/15 Audit Committee attendance during the subject period was; Attendance at Board Audit Committee Meetings Name of Director 19-05-2014 28-07-2014 28-10-2014 26-01-2015 Meetings Attended Mr. C.J.L. Pinto √ √ √ √ 4/4 Mr. S.K.G. Senanayake √ √ √ √ 4/4 Mrs. S.A. Jayasekara √ √ √ √ 4/4 Nominations Committee The Nominations Committee of the ultimate Parent Company, JKH functions as the Nomination Committee of the Company and its Subsidiary. The Nomination Committee holds responsibility to identify and propose suitable candidates for appointment as Non-Executive Directors to the Board of the Company, in keeping with the target Board composition and skill requirements. The Board of the Company after due consideration of such recommendations, determines and appoints the new Director. All newly appointed Directors shall hold office until the next Annual General Meeting and shall be eligible for re-election by the Shareholders of the Company, as provided by Article 91 of the Articles of Association of the Company. The Nominations Committee of JKH comprises five Independent Directors and one Non-Independent Director namely as at 31st March 2015: Mr. T. Das - Chairman Mr. S.C. Ratnayake - (Non-Independent) Mr. M.A. Omar Mr. E.F.G. Amerasinghe Mr. D.A. Cabraal Ms. P. Perera* *Appointed with effect from 24th July 2014. Human Resources and Compensation Committee As permitted by the Listing Rules of the CSE, the Human Resources and Compensation Committee of JKH, the Parent Company of Asian Hotels and Properties PLC, functions as the Human Resources and Compensation Committee of the Company and its Subsidiary. The Human Resources and Compensation Committee of JKH comprise of five Non-Executive Independent Directors. Mr. E.F.G. Amerasinghe - Chairman Dr. I. Coomaraswamy Mr. A.R. Gunasekara* Mr. M.A. Omar Mr. N.A. Fonseka Mr. D.A. Cabraal** *Resigned with effect from 30th June 2014 **Appointed with effect from 29th January 2015. The remuneration policy adopted by the Company as recommended by the Human Resources and Compensation Committee of its Parent Company, JKH is formulated to attract and retain high calibre executives and motivate them to develop and implement the business strategy in order to optimise long-term shareholder value creation. The customised “pay for performance scheme” continues to apply for all Company employees based on the pillars of individual performance and organisational performance. The remuneration package for all employees at Assistant Manager level and above is based on organisational performance and individual performance. However, in respect of the Executive level and below, the employees scheme operates purely on the basis of individual performance. Related Party Transactions Review Committee As required by the SEC under its Code of Best Practice for Listed Companies, the Related Party Transactions Review Committee was formed at the Parent Company level with effect 77 78 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. from the 01st April 2014. The Parent Company Level Committee will act on behalf of the Company, as permitted by the Listing Rules of the Colombo Stock Exchange, with the intention of ensuring, on behalf of the Board, that all related party transactions of JKH and its listed subsidiaries are consistent with the Code of Best Practices on Related Party Transactions issued by the SEC. In very broad terms, the scope of this sub-committee is: (i) Developing, and recommending for adoption by the Board of Directors of JKH and its listed subsidiaries, a Related Party Transaction Policy consistent with that proposed by the SEC and is in synchronisation with the Operating Model and the delegated Decision Rights of the Group. (ii) Updating the Board of Directors on the related party transaction of each of the listed companies of the Group on a quarterly basis. This committee of JKH comprises four Non-Executive Independent Directors and two Non-Executive Non-Independent Directors. The Head of Group Business Process Review will operate as the secretary to this committee. Mr. N. Fonseka - Chairman Mr. E.F.G. Amerasinghe Mr. D.A. Cabraal Mr. S.C. Ratnayake Mr. J.R.F. Peiris Ms. P. Perera* *Appointed with effect from 24th July 2014 Board Remuneration Remuneration for Non-Executive, Non-Independent Directors Compensation for Non-Executive Directors, Non-Independent Directors [NED/NIDs] is determined by reference to fees paid to other NED/ NIDs of comparable companies. Director fees applicable to NonExecutive Directors nominated by JKH are paid directly to the Company and not to individuals. Remuneration for Non-Executive, Independent Directors Compensation for Non-Executive, Independent Directors (NED/IDs) is determined by reference to fees paid to other NED/IDs of comparable companies. NED/IDs receive a fee for devoting time and expertise for the benefit of the Company. Nevertheless, NED/IDs fees are not time bound or defined by a maximum/minimum number of hours committed to the Group per annum and hence is not subject to additional/lower fees for additional/lower time devoted. NED/ IDs do not receive any performance/ incentive payments. The Company does not have an employee share option scheme. Total aggregate of Non-Executive Director Remuneration for the year was Rs. 4,770,000. Remuneration for Executive and Non-Independent Directors The remuneration of the Executive Directors is determined as per the remuneration principles of the Group. The Human Resources and Compensation Committee conducted a market survey of Executive Director remuneration with a view to assessing the appropriateness of compensation with market benchmarks. Having taken into account the complexities associated with the Group, it was established that the compensation is in-line with the market. The Executive Directors, like other eligible employees, have received employee shares option based on role responsibility and actual performance. Accordingly the number of options so awarded was recommended to the Board by Human Resources and Compensation Committee. Total aggregate Executive Director Remuneration for the year was Rs. 59,210,947. Accountability and Assurance System of Internal Controls The Board has overall responsibility for the system of internal control. A sound system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives. The Company continues to stress on the importance of strong internal control throughout the organisation. Written responsibilities, authority delegation and management controls have been Asian Hotels and Properties Plc Annual Report 2014/15 adopted to create transparency for utilisation of the Company’s resources and to distinguish the duties of staff and controllers in order to ensure that proper verification and monitoring processes are in place. The Company further maintains a system of internal controls, which is designed to safeguard its assets from identified risks, while ensuring that all transactions are duly authorised, recorded and reported. Key systems and rules relating to delegation of authority are formalised and documented. As a member of the John Keells Group, the Company is now part of a comprehensive planning and monitoring process. The Annual Plans and Budgets are developed by the Company along with a reforecast after six months. Strategic priorities and key drivers are pre-identified and tracked on a monthly basis. During the financial year under review following tasks were performed by the Group Business Process Review Division and outsourced Internal Auditors to ensuring the existence of effective internal controls; ● Group-wide initiative to strengthen the existing Business Continuity Plans (BCP) and Disaster Recovery Plans (DRP). All Heads of Department were encouraged to re-visit their BCPs in confirming that such plans were up-todate and relevant to the current working environment. ● New methods of data analytics were carried out using sophisticated tools where the entire data population was analysed (as opposed to analysing a sample) in identifying exceptions and irregularities. ● Implemented across the Group, process improvements stemming from the findings of internal audits. ● The existing SAP SOX processes were reviewed and updated to ensure compliance with Sarbanes Oxley Act of 2002 – Section 404. ● Strengthened the management reporting on internal controls to facilitate better decision making. ● Carried out frequent surprise cash counts across the Group. Certain aspects of its business operation may expose the Company to both internal and external risks. The Company recognises the importance of controlling these risks and minimising the possibility of any negative impact to the Company. The Company is using the Business Risk Management [BRM] process which is established by JKH to identify both financial and operational risks. It endeavours to ensure the control systems designed to safeguard the Company’s assets and maintain proper accounting records that facilitate the production and availability of reliable information are in place and are functioning as planned. Risk Review Investment Appraisal Process and Investment Decisions The Board is responsible for the formulation of the appropriate systems of internal controls for the Group and ensuring its effectiveness. The Board is fully conscious that any internal control system contains inherent limitations and no system of internal control could provide absolute assurance against the occurrence of material errors, poor judgment in decision making, human errors, losses, fraud or other irregularities. The Board has therefore taken appropriate action to minimise such situations. There is a continuous process for identifying, evaluating and managing the significant risks faced by the Company which has been in place during the financial year and up to the date of approval of the Annual Report and Accounts. The Board regularly reviews this process. Over the years, the Company has refined the process of investment appraisal which ensures the involvement of the relevant persons when capital investment decisions are made. In this manner, several views, opinions and advices are obtained prior to the investment decision being made. Experience has proven that a holistic and well debated view of the commercial viability and potential of proposed projects including operational, financial, funding, risk and tax implications has most of the time culminated a good result. All investment decisions are routed through a committee structure which safeguards against one individual having unfettered decision making powers in such decisions. 79 80 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. Operations, Planning, Monitoring and Decision Rights The responsibility for monitoring plans has been entrusted to the Managing Agents. The achievement of annual plans as well as ensuring compliance with Group policies and guidelines rests with the President, Sector Head /General Manager and functional department heads of the respective business units to whom appropriate decision rights have been granted in order to execute operational and financial decisions within their purview. Monitoring of Financial and Operational Data ● Financial results and key operational performance indicators are evaluated against the Annual Plan and subsequent reforecast on a monthly basis at all levels of management. ● The Board reviews the financial results on a quarterly basis. ● The IT systems in place facilitate the online display of information relevant to the needs of hotel managers and functional heads pertinent to their areas of responsibility. Information Technology Governance The Company Information Technology (IT) Governance Policy has evolved in line with the Group's IT Governance Policy in the last year to deliver and embrace new technologies which have aligned with the overall business objective of the Group. This evolution occurred as the Company discerned the competitive advantage gained and the enhancement of business value which came about through the skilful alignment of IT with its business objectives and the prudent management of its IT resources. The Company has always been a step ahead in embracing emerging technologies and systems, consistently investing in developing its IT infrastructure. Continuous focus on cutting-edge technology has ensured greater reliability of IT systems and has shortened information delivery times to both internal and external stakeholders. The IT governance system, in particular, was closely reviewed during the year towards ensuring the following: ● Leverage IT as a strategic asset ● Ensure agility, in view of the fast changing technology ● Establish the right balance between business needs and IT enablement ● Ensure that all IT investments have a quantifiable (or visible) business return ● Ensure a strong IT governance and regulatory framework through a coherent set of policies, processes and adoption of best practices in line with world class organisations, but always keeping in mind business returns. ● Ensure that e-enabled platforms are regularly reviewed for 'internal control effectiveness' through SOX methodology of process flow analysis. Human Resource Governance (Performance Management) The Performance Management System (PMS) continued to evolve positively in catering to, and fashioning, employee empowerment in meeting current and emerging needs. Following linkages of PMS were further strengthened: ● Learning and development ● Career development Succession planning ● Talent management ● Reward and recognition ● Compensation and benefits Management Committee The Hotel and Property divisions of Asian Hotels and Properties PLC have two separate Management Committees consisting of Sector Head of the City Hotel, President of the Property Division and other key managers of divisions in order to discuss matters pertaining to strategy and operations. Strategic risks and opportunities arising from changes in our business environment are regularly reviewed by the Group Management Committee (GMC) of the Hotel and Property divisions at the meetings held monthly. The role of the GMC is to provide the necessary guidance and direction to the Company on matters that are strategic and longterm in nature or have the potential to significantly impact the division’s performance and reputation and to make decisions on key businesswide policies, including operational Asian Hotels and Properties Plc Annual Report 2014/15 policies, internal controls, the Human Resources Strategy and the Risk Management Policy. Internal Auditors Quarterly Audits are conducted by the Company’s Internal Auditors, Messrs PricewaterhouseCoopers (Private) Limited, a firm of Chartered Accountants. The role of the internal audit team is to determine whether risk management, control and governance processes are adequate and functioning. The Internal Audit function is independent of the External Auditor. The reports arising out of such audits are, in the first instance, considered and discussed at the business/ functional unit levels and after review by the respective President/CEO of the Company and the Subsidiary are forwarded to the Audit Committee on a regular basis. Further, the Audit Committee also assesses the effectiveness of the risk review process and systems of internal control on a regular basis. Followups on internal audits are done on a structured basis. Relevant risks and vulnerabilities of the Company are identified and promptly brought to the attention of the Management, facilitating corrective and preventive measures to be taken in a timely manner. Additionally, a technically strong Management Audit function aligned with the Company’s strategies adds value in a variety of ways, including – ● Providing an independent opinion on the integrity, reliability and relevance of management information ● Assessing the adequacy of controls over the protection of assets and management of liabilities ● Reviewing compliance with corporate policies and external regulations ● Reducing the risk of fraud Going Concern and Financial Reporting The Directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future. In the unlikely event that the net assets of the Company fall below a half of shareholders' funds, shareholders would be notified and an extraordinary resolution passed on the proposed way forward. The going concern principle has been adopted in preparing the Financial Statements. All statutory and material declarations are highlighted in the Annual Report of the Board of Directors. Financial Statements are prepared in accordance with the Sri Lanka Accounting Standards (SLAS), including all the new standards introduced during the financial year and comply with the requirements of the Companies Act No. 07 of 2007. Information in the Financial Statements of the Annual Report are supplemented by a detailed ‘Management Discussion and Analysis’ from pages 22 to 59 which explains to shareholders the strategic, operational, investment and risk related aspects of the Company that have translated into the reported financial performance and are likely to influence future results. The Statement of Directors' Responsibilities in relation to financial reporting is given on page 110 of the Annual Report. The Directors' interests in contracts of the Company are addressed on page 101 of the Annual Report. The Directors have taken all reasonable steps in ensuring the accuracy and timeliness of published information and in presenting an honest and balanced assessment of results in the quarterly and annual Financial Statements. Price sensitive information has been disclosed to the Colombo Stock Exchange, shareholders and the press in a timely manner and in keeping with the regulations. Sri Lanka Financial Reporting Standards (SLFRS) Living by the Company’s philosophy of good governance and reporting, the Financial Statements for year 2014/15 have been prepared and presented in accordance with Sri Lanka Accounting Standards (SLFRS/LKAS) which have materially converged with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). 81 82 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. Compliance with Legal Requirements Compliance with legal requirements and Group-internal rules are significant elements of Corporate Governance for the management of Asian Hotels and Properties PLC. The Board of Directors to the best of their knowledge and belief are satisfied that the Company has not engaged in any activity which contravenes laws and regulations and all financial obligations due to the Government and to the employees have been either duly paid or adequately provided for in the Financial Statements. Securities Trading Policy JKH’s securities trading policy prohibits all employees and agents engaged by Asian Hotels and Properties PLC who are aware of unpublished price sensitive information from trading in Asian Hotels and Properties PLC shares or the shares of other companies in which the Company presently has business interests. External Audit Messrs. KPMG serves as the external auditors of the Company. The audit fees paid by the Company and Group to Messrs. KPMG are separately classified on page 131 in the Notes to the Financial Statements of the Annual Report. The Auditors' report on the Financial Statements of the Company for the year under review is found on page 111 of the Annual Report. The Company has attempted always to separate the internal auditors from the external auditors in order to maintain external auditor independence. The appointment/re-appointment of these auditors were recommended by the Audit Committees to the Boards of Directors. Employee Participation in Assurance The following meetings, interviews, evaluations and surveys were conducted during the year: ● Skip Level meetings ● Exit interviews ● Young Forum meetings ● 360 degree evaluation ● Great Place to Work survey ● Voice of Employee survey Whistle Blower Policy Through a communication link named ‘Chairman Direct’, concerns about unethical behaviour and any violation of Group values could be reported by any employee of the Company to the Chairman of JKH. Employees reporting such incidents are guaranteed complete confidentiality and such complaints are investigated and addressed via a select committee under the direction of the Chairman. Ombudsperson has been appointed by JKH being the ultimate Parent Company to entertain such concerns. The Ombudsperson’s duty ceases upon the confidential written communication of the findings of the Ombudsperson and recommendations to the Chairman or the Senior Independent Director as the case may be. The Chairman or the Senior Independent Director, as applicable, will place before the Board, ● The decision and the recommendations of the Ombudsperson ● The action taken based on the recommendations ● The areas of disagreement and the reasons adduced in instances where the Chairman or the Senior Independent Director disagrees with any or all of the findings and/ or recommendations. In such cases, the Board shall consider the areas of disagreement and determine the way forward. The Chairman or the Senior Independent Director is expected to take such steps as are necessary to ensure that the complainant is not victimised for having invoked this process. Ombudsperson In order to deal with a situation in which an employee or group of employees feel that an alleged violation has not been addressed satisfactorily using the available/ existing procedures and processes, an These open door policies facilitate constant dialogue, communication, transparency and ultimately boost employee confidence, which would help retain existing talent whilst attracting new. Asian Hotels and Properties Plc Annual Report 2014/15 The Code of Conduct The written Code of Conduct to which all employees at all levels and the Board of Directors are bound by, engraves the desired behaviour of JKH staff at executive level and above. This is being constantly and rigorously monitored. The objectives of the Code of Conduct were further affirmed by a strong set of corporate values which were well institutionalised at all levels within the Group and thus the Company through structured communication. The degree of employee conformance with corporate values and their degree of adherence to the JKH Code of Conduct were the key elements of reward and recognition schemes. Code of Conduct Allegiance to the Company and the Group Compliance with rules and regulations applying in the territories that the group operates in Conduct of business in an ethical manner at all times and in keeping with acceptable business practices Exercise of professionalism and integrity in all business and ‘public’ personal transactions The Chairman of the Board affirms that there have not been any material violations of any of the provisions of the Code of Conduct. In the instances where violations did take place, or were alleged to have taken place, they were investigated and handled through the Company’s established procedures. Shareholder Relations The Company shareholders exercise their rights at the Annual General Meeting. Each resolution brought before the shareholders at the Annual General Meeting is voted on separately by the shareholders. The notice of the Annual General Meeting and the relevant documents required are published and sent to the shareholders within the statutory periods. The Company circulates the agenda for the meeting and shareholders vote on each issue separately. All shareholders are invited and encouraged to be present, actively participate and vote at the Annual General Meeting. The Annual General Meeting provides an opportunity for Shareholders to seek and obtain clarifications and information on the performance of the Company and to informally meet the Directors after the Annual General Meeting. The External Auditors and the Company’s lawyers are invited too and are present at the Annual General Meeting to render any professional assistance that may be requested. Shareholders who are not in a position to attend the Annual General Meeting in person are entitled to have their voting rights exercised by a proxy of their own choice. Roles of Stakeholders The Company realises the importance of ensuring that all stakeholders’ rights are properly observed. Pertinent procedures are carried out in line with the rules and regulations of the CSE, as well as the related laws. Shareholders: The Company is committed to create longterm growth and returns to the shareholders and to conduct its business in a transparent manner. Customers: The Company is committed to continuously develop better quality of goods and services for the benefit and satisfaction of its customers. Partners: The Company treats all partners fairly in order to achieve mutual benefits. 83 84 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. Creditors: The Company observes all of its obligations to creditors. Competitors: The Company abides by the framework of fair competition and will not destroy the reputation of competitors through false accusations. Employees: The Company considers its employees, valuable assets and treats them fairly in regard to work opportunities, remuneration and quality of working environment. The Company also provides all its employees professional and career development training. Society and environment: The Company is committed to conduct businesses that benefits the economy, society and quality of environment. The Parent Company of Asian Hotels and Properties PLC has established the Corporate Social Responsibility (CSR) Department to promote to the Company’s staff the importance of the CSR objectives to achieve balanced benefits relating to society, the environment and all stakeholders in harmony with the Company’s sustainable growth objectives. The Directors ensure that any corporate transaction that would materially affect the net asset base of the Company are communicated to shareholders. There were no major transactions as defined under Section 185 of the Companies Act No. 07 of 2007 during the year under review. While the Board is satisfied with its level of compliance with the governance requirements, it recognises that practices and procedures can always be improved, and there is merit in continuously reviewing its own standards. The Board’s programme of review will continue throughout the year ahead. Going Forward Regulatory Benchmarks The Board is committed to the highest standards of Corporate Governance in order that the Company shall achieve its long term sustainable growth objectives. The Board is accountable to the Company’s shareholders for good governance in its management of the affairs of the Company. The Board confirms that the Company was fully compliant throughout the year ended 31st March 2015 with all the principles and provisions of the good Corporate Governance and the Code of Business Conduct and Ethics. The Board of Directors has taken all reasonable steps to ensure that all Financial Statements are prepared in accordance with the Sri Lanka Accounting Standards(SLFRS/LKAS) issued by ICASL and the requirements of the CSE and other applicable authorities. Major Transactions The Company’s approach to Corporate Governance enables it to understand the expectations of stakeholders, forecast trends in social, environmental and ethical requirements and to manage the Company’s performance in an appropriate manner. The Company and its subsidiary are fully compliant with all the mandatory rules and regulations stipulated by the Corporate Governance Listing Rules published by the CSE and also by the Companies Act No. 07 of 2007. The Group has also given due consideration to the Best Practice on Corporate Governance Reporting guidelines jointly set out by ICASL and the SEC and has voluntarily adopted the relevant provisions as far as is practicable. Asian Hotels and Properties Plc Annual Report 2014/15 Statement of Compliance under Section 7.10 of the Rules of the Colombo Stock Exchange (CSE) on Corporate Governance (Mandatory provisions – fully complied) Compliant Non Compliant CSE Rule No. Subject Compliance Requirement Compliance Applicable Section in Status the Annual Report 7.10 (a-c) Compliance ● The Group is in compliance with the Corporate Governance Rules and any deviations are explained where applicable Corporate Governance 7.10.1 (a-c) Non-Executive Directors ● Two or at least one-third of the total number of Directors should be NonExecutive Directors, whichever is higher Corporate Governance 7.10.2(a) Independent Directors ● Two or one-third of Non-Executive Directors, whichever is higher, should be independent Corporate Governance 7.10.2(b) Independent Directors ● Each Non-Executive Director should submit a declaration of independence/Non-Independence in the prescribed format Available with the Secretaries for review 7.10.3(a) Disclosure relating to Directors ● The Board shall annually determine the independence or otherwise of the Non-Executive Directors ● Names of the Independent Directors should be disclosed in the Annual Report Corporate Governance 7.10.3(b) Disclosure relating to Directors ● The basis for the Board’s determination of Independent Director, if criteria specified for Independence is not met Corporate Governance 7.10.3(c) Disclosure relating to Directors ● A brief resumé of each Director should be included in the Annual Report and should include the Directors areas of expertise Board of Directors (profile) section in the Annual Report 7.10.3(d) Disclosure relating to Directors ● Provide a brief resumé of new Directors appointed to the Board with details specified in 7.10.3(a), (b) and (c) to the Colombo Stock Exchange Corporate Governance 85 86 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. CSE Rule No. Subject Compliance Requirement Compliance Applicable Section in Status the Annual Report 7.10.4 (a-h) Criteria for defining Independence ● Requirements for meeting criteria to be Independent Corporate Governance 7.10.5 Human Resources and Compensation Committee ● A listed Company shall have a Remuneration Committee. The Remuneration Committee of the listed Parent Company may function as the Remuneration Committee Corporate Governance 7.10.5(a) Composition of Human Resources and Compensation Committee ● Shall comprise of Non–Executive Directors, a majority of whom will be Independent Corporate Governance 7.10.5.(b) Functions of Human Resources and Compensation Committee ● The Human Resources and Compensation Committee shall recommend the remuneration of the Chief Executive Officer and Executive Directors Corporate Governance 7.10.5.(c) Disclosure in the Annual Report relating to Human Resources and Compensation Committee ● Names of Directors comprising the Human Resources and Compensation Committee Statement of Remuneration Policy Aggregated remuneration paid to Executive and Non–Executive Directors Corporate Governance and the Board of Directors Reports 7.10.6 Audit Committee ● The Company shall have an Audit Committee Corporate Governance 7.10.6(a) Composition of Audit Committee ● Shall comprise of Non–Executive Directors a majority of whom will be Independent ● A Non–Executive Director shall be appointed as the Chairman of the Committee ● General Manager, President and Financial Controller should attend Audit Committee Meetings ● The Chairman of the Audit Committee or one member should be a member of a professional accounting body Corporate Governance and the Board of Directors Reports Asian Hotels and Properties Plc Annual Report 2014/15 CSE Rule No. Subject Compliance Requirement 7.10.6(b) Audit Committee Functions Overseeing of the ● Preparation, presentation and adequacy of disclosures in the Financial Statements in accordance with Sri Lanka Accounting Standards (SLFRS/LKAS) ● Compliance with financial reporting requirements, information requirements of the Companies Act and other relevant financial reporting related regulations and requirements ● Processes to ensure that the internal controls and risk management are adequate to meet the requirements of the Sri Lanka Auditing Standards ● Assessment of the independence and performance of the external auditors ● Make recommendations to the Board pertaining to appointment, re-appointment and removal of external auditors, and approve the remuneration and terms of engagement of the external auditor 7.10.6(c) Disclosure in Annual Report relating to Audit Committee ● Names of Directors comprising the Audit Committee ● The Audit Committee shall make a determination of the independence of the Auditors and disclose the basis for such determination ● The Annual Report shall contain a Report of the Audit Committee setting out the manner of compliance with their functions Compliance Applicable Section in Status the Annual Report Corporate Governance and the Board of Directors Reports Corporate Governance and the Audit Committee Report 87 88 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. Code of Best Practice of Corporate Governance Jointly Issued by the Securities and Exchange Commission of Sri Lanka (SEC) and the Institute of Chartered Accountants of Sri Lanka (ICASL) Non Compliant Compliant Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report A. Directors A.1 The Board A.1 The Board ● Company to be headed by an effective Board to direct and control the Company √ Corporate Governance A.1.1 Frequency of Board Meetings ● Board should meet regularly, at least once in every quarter √ Corporate Governance/Annual Report of the Board of Directors A.1.2 Responsibilities of the Board ● Formulation and implementation of strategy ● Skill adequacy of management and succession ● Integrity of information, internal controls and risk management ● Compliance with laws, regulations and ethical standards ● Code of conduct Adoption of appropriate accounting policies √ Corporate Governance ● Procedure to obtain independent professional advice when deemed necessary √ Corporate Governance ● Ensure adherence to Board procedures and applicable rules and regulations ● Procedure for Directors to access services of Company Secretary √ Corporate Governance ● Directors should exercise independent judgment on issues of strategy, resources, performance and standards of business judgment √ A.1.3 Access to professional advice A.1.4 Company Secretary A.1.5 Independent Judgment √ √ √ √ √ √ Corporate Governance Asian Hotels and Properties Plc Annual Report 2014/15 Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report A.1.6 Dedication of adequate time and effort by Directors ● Directors should devote adequate time and effort to discharge their responsibilities to the Company satisfactorily √ Corporate Governance A.1.7 Board and training ● Directors should receive appropriate induction, training, hone skills and expand knowledge to more effectively perform duties √ Corporate Governance ● A balance of power and authority to be maintained by separating responsibility for conducting Board business from that of executive decision making √ Corporate Governance ● Chairman to preserve order and facilitate effective discharge of Board functions by proper conduct of Board meetings √ Corporate Governance ● Board to ensure adequacy of financial acumen and knowledge within the Board √ Corporate Governance A.2 Chairman and Chief Executive Officer A.2.1 Justification for combining the roles of the Chairman and the CEO A.3 Chairman’s Role A.3.1 Ensure good corporate governance A.4 Financial Acumen A.4.1 Possession of adequate financial acumen A.5 Board Balance A.5.1 Composition of Board ● The Board should include a sufficient number of Non-Executive Independent Directors √ Corporate Governance A.5.2 Proportion of Independent Directors ● Two or one-third of the NonExecutive Directors should be independent √ Corporate Governance A.5.3 Test of Independence ● Independent Directors should be independent of management and free of any business or other relationship that could materially interfere with the exercise of unfettered and independent judgment √ Corporate Governance 89 90 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report A.5.4 Declaration of Independence ● Non-Executive Directors should submit a signed and dated declaration of their independence/ non-independence √ Corporate Governance/Annual Report of the Board of Directors A.5.5 Annual determination of criteria of independence/nonindependence and declaration of same by Board ● The Board should annually determine and disclose the names of Directors deemed to be Independent √ Corporate Governance A.5.6 Appointment of an alternate Director ● If an alternate Director is appointed by a Non-Executive Director, such alternate Director should not be an executive of the company N/A A.5.7 Appointment of Senior Independent Director (SID) ● If the roles of Chairman/CEO are combined, a Non-Executive Director should be appointed as a Senior Independent Director N/A A.5.8 Availability of Senior Independent Director to other Directors ● If warranted, the SID should be available to the other Directors for confidential discussions N/A A.5.9 Interaction between Chairman and NonExecutive, Independent Directors ● The Chairman should meet the Non-Executive Independent Directors at least once a year A.5.10 Directors concerns to be recorded ●When matters are not unanimously resolved, Directors to ensure their concerns are recorded in Board minutes √ Corporate Governance N/A A.6 Supply of Information A.6.1 Provision of adequate information to Board ● Management to ensure the Board is provided with timely and appropriate information √ Corporate Governance A.6.2 Adequacy of notice and formal agenda to be discussed at Board meetings ● Board minutes, agenda and papers should be circulated at least seven days before the Board meeting √ Corporate Governance Asian Hotels and Properties Plc Annual Report 2014/15 Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report ● Formal and transparent procedure for Board appointments √ Corporate Governance A.7 Appointment to the Board A.7 Appointments to the Board A.7.1 Nomination Committee ● Nomination committee of the ultimate Parent Company may function as such for the Company and make recommendations to the Board on new Board appointments √ Corporate Governance A.7.2 Annual assessment of Board composition ● Nomination committee of Board should annually assess the composition of Board √ Corporate Governance A.7.3 Disclosure of new Board appointments ● Profiles of new Board appointments to be communicated to Shareholders √ Corporate Governance/Notice of Meeting A.8 Re-election A.8.1 Appointment of NonExecutive Directors ● Appointment of Non-Executive Directors should be for specified terms and re-election should not be automatic √ Corporate Governance/Annual Report of the Board of Directors A.8.2 Shareholders approval of appointment of all Directors ● The appointment of all Directors should be subject to election by Shareholders at the first opportunity √ Corporate Governance/Annual Report of the Board of Directors/Notice of Meeting A.9 Appraisal of Board Performance A.9.1 Annual appraisal of Board performance ● The Board should annually appraise how effectively it has discharged its key responsibilities √ Corporate Governance A.9.2 Self evaluation of Board and Board Committee ● The Board should evaluate its performance and that of its committees annually √ Corporate Governance/Audit Committee Report A.9.3 Declaration of basis of performance evaluation ● The Board should disclose how performance evaluations have been carried out √ Corporate Governance 91 92 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report A.10 Disclosure of Information in respect of Directors A.10.1 Biographical Profiles and relevant details of Directors to be disclosed ● Annual Report should disclose the biographical details of Directors and attendance at Board/ Committee meetings √ Board of Directors profiles section/ Corporate Governance/ Audit Committee Report A.11 Appraisal of Chief Executive Officer A.11.1 Short, medium and long term, financial and nonfinancial objectives to be set ● The Board should set out the short, medium and long-term financial and non-financial objectives at the commencement of each year √ Corporate Governance A.11.2 Evaluation of CEO performance ● The performance of the CEO should be evaluated by the Board at the end of the year √ Corporate Governance B. Directors Remuneration B.1 Remuneration Procedure B.1.1 Appointment of Remuneration Committee ● Remuneration Committee of the ultimate Parent Company may function as such for the Company to make recommendations on Director’s remuneration √ Corporate Governance B.1.2 Composition of Remuneration Committee ● Remuneration Committee should consist exclusively of NonExecutive Directors √ Corporate Governance B.1.3 Disclosure of members of Remuneration Committee √ Corporate Governance B.1.4 Remuneration of NonExecutive Directors ● Board to determine the level of remuneration of Non-Executive Directors √ Corporate Governance B.1.5 Access to professional advice ● Remuneration Committee should have access to professional advice in order to determine appropriate remuneration for Executive Directors √ Corporate Governance The Annual Report should disclose the Chairman and Directors who serve on the Remuneration Committee Asian Hotels and Properties Plc Annual Report 2014/15 Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report ● Packages should be structured to attract, retain and motivate Executive Directors ● Packages should be comparable and relative to that of other companies as well as the relative performance of the company ● When determining annual increases remuneration committee should be sensitive to that of other Group companies ● Performance related elements of remuneration should be aligned with interests of Company √ Corporate Governance B.2 Level and Make up of Remuneration B.2.1 to B.2.4 Performance related elements in pay structure and alignment to industry practices √ √ √ B.2.5 Share options ● Executive share options should not be offered at a discount √ Corporate Governance B.2.6 to B.2.9 Remuneration packages for Non-Executive Directors ● Should reflect time, commitment and responsibilities of role and in line with existing market practice √ Corporate Governance ● The Annual Report should disclose the remuneration paid to Directors √ Financial Statements B.3 Disclosure of Remuneration B.3.1 Disclosure of details of remuneration C. Relations with Shareholders C.1 Constructive Use and Conduct of Annual General Meeting C.1.1 Proxy votes to be counted ● The Company should count and indicate the level of proxies lodged for and against in respect of each resolution √ Corporate Governance C.1.2 Separate resolutions ● Separate resolutions should be proposed for substantially separate issues √ Corporate Governance/ Notice of Meeting C.1.3 Availability of Chairman's of Committees at AGM ● The Chairman of Board Committee should be available to answer any queries at AGM √ Corporate Governance C.1.4 Notice of AGM ● 15 working days notice to be given to shareholders √ Notice of Meeting 93 94 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report C.1.5 Procedure for voting at meetings ● Company to circulate the procedure for voting with Notice of Meeting √ Notice of Meeting ● Channel to reach all shareholders to disseminate timely information √ Corporate Governance ● Policy and Methodology of communication with shareholders and implementation √ Corporate Governance ● Disclosure for all material facts involving all material transactions including related party transactions √ Notes to the Financial Statements √ Corporate Governance/Risk Management/ Financial Statements C.2 Communication with Shareholders C.2.1 Chanel of Communication C.2.2 – C.2.7 Policy and Methodology of Communication C.3 Major and Material Transactions C.3.1 Disclosure of Major Transactions D. Accountability and Audit D.1 Financial Reporting D.1.1 Presentation of Public Reports ● Should be balanced, understandable and comply with statutory and regulatory requirements D.1.2 Directors’ Report The Directors’ Report should be included in the Annual Report and confirm that , ● The Company has not contravened laws or regulations in conducting its activities ● Material interests in contracts have been declared by Directors ● The Company has endeavoured to ensure equitable treatment of shareholders ● That there is reasonable assurance of the effectiveness of the existing business systems following a review of the internal controls covering financial, operational and compliance ● That the business is a “going concern” Annual Report of the Board of Directors √ Audit Committee Report √ Annual Report of the Board of Directors Corporate Governance √ √ Audit Committee Report/Risk Management √ Annual Report of the Board of Directors Asian Hotels and Properties Plc Annual Report 2014/15 Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report D.1.3 Respective responsibilities of Directors and Auditors ● The Annual Report should contain separate statements setting out the responsibilities of the Directors for the preparation and presentation of the Financial Statements and the reporting responsibilities of the Auditors √ Respective responsibilities of the Directors and Auditors D.1.4 Management Discussion and Analysis Annual report to include section on Management Discussion and Analysis √ Management Discussion D.1.5 Going Concern ● Directors to substantiate and report that the business is a going concern or qualify accordingly √ Annual Report of the Board of Directors D.1.6 Serious Loss of Capital ● Directors to summon an Extraordinary General Meeting in the event that the net assets of the Company falls below 50% of the value of Shareholders Funds N/A D.1.7 Related Party Transactions ● Disclosure of Related Party Transactions √ Notes to the Financial Statements D.2 Internal Control D.2.1 Effectiveness of system of internal controls ● Directors to annually conduct a review of the effectiveness of the system of internal controls. This responsibility may be delegated to the Audit Committee √ Audit Committee Report/Risk Management D.2.2 Internal Audit Function ● The internal audit function in Group companies is not outsourced to the external auditor of that company in a further attempt to ensure external auditor independence √ Corporate Governance D.2.3D.2.4 Continuity of Internal control ● Maintaining a sound system of internal control √ Corporate Governance ● Should comprise a minimum of two independent, Non-Executive Directors ● Audit Committee Chairman should be appointed by the Board √ Audit Committee Report D.3 Audit Committee D.3.1 Chairman and Composition of Audit Committee √ 95 96 Asian Hotels and Properties Plc Annual Report 2014/15 Corporate Governance contd. Code Ref. Subject Applicable Requirement Status D.3.2 Duties of Audit Committee Should include ● Review of scope and results of audit and its effectiveness ● Independence and objectivity of the Auditors Compliance Applicable Section in the Annual Report Corporate Governance √ √ D.3.3 Terms of Reference / Charter ● The Audit Committee should have a written Terms of Reference which define the purpose of the Committee and its duties and responsibilities √ Corporate Governance D.3.4 Disclosure ● The Annual Report should disclose the names of Directors serving on the Audit Committee ● The Audit Committee should determine the independence of the Auditors and disclose the basis of such determination ● The Annual Report should contain a report by the Audit Committee setting out the manner of the compliance of the Company during the period to which the Report relates √ Corporate Governance/Audit Committee Report √ Corporate Governance √ Audit Committee D.4 Code of Business Conduct and Ethics D.4.1 Adoption of Code of Business Conduct and Ethics ● The Company must adopt a Code of Business Conduct and Ethics for Directors and members of the senior management team and promptly disclose any violation of the Code √ Corporate Governance D.4.2 Chairman’s affirmation ● The Annual Report must include an affirmation by the Chairman that he is not aware of any violation of the provision of the Code of Conduct √ Chairman’s Statement/ Director’s Report Asian Hotels and Properties Plc Annual Report 2014/15 Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report ● The Annual Report should include a report setting out the manner and extent to which the Company has adopted the principals and provisions of the Code of Best Practice on Corporate Governance √ Corporate Governance D.5 Corporate Governance Disclosures D.5.1 Corporate Governance Report E. Institutional Investors E.1 Structured Dialogue E.1.1 Structured Dialogue with Shareholders ● A regular and structured dialogue should be conducted with shareholders and the outcome of such dialogue should be communicated to the Board by the Chairman √ Corporate Governance E.2 Evaluation of Governance Disclosure by Institutional Investors ● Institutional investors should be encouraged to consider the relevant factors drawn to their attention with regard to Board structure and composition √ Corporate Governance F. Other Investors F.1 Individual Investors ● Individual shareholders should be encouraged to carry out adequate analysis and seek professional advice when making their investment/divestment decisions √ Corporate Governance F.2 Shareholder Voting ● Individual shareholders should be encouraged to participate in General Meetings of companies and exercise their voting rights. √ Corporate Governance/ Form of Proxy √ Annual ReportManagement Discussion G. Sustainability Reporting G.1-G.1.7 Sustainability Reporting ● Disclosure on adherence to sustainability principles 97 98 Asian Hotels and Properties Plc Annual Report 2014/15 Annual Report of the Board of Directors The Board of Directors has pleasure in presenting the 21st Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March 2015. Principal Activities The Company is engaged in Hoteliering and Property Development/Management. Trans Asia Hotels PLC (the owner and operator of Cinnamon Lakeside Hotel) is a subsidiary of the Company and its principal activity is Hoteliering. There has been no material change in the activities of the Company or of the subsidiary during the period under review. Segment Reporting A review of the financial and operational and future business development of the Group and its business units are described in the management discussion and analysis section of the Annual Report. These reports, together with the audited Financial Statements, reflect the state of affairs of the Company and the Group Segment-wise contribution to Group revenue, results, assets and liabilities are provided in Note 36 to the Financial Statements. Revenue Revenue generated by the Company amounted to Rs. 5,294 million (Rs. 5,317 million in 2014), whilst Group revenue amounted to Rs. 8,080 million (Rs. 8,256 million in 2014).Contribution to Group revenue, from the different business segments are provided in Note 36 to the Financial Statements. Results and Appropriations The Profit After Tax of the Company was Rs. 1,807 million (Rs. 2,379 million in 2014) whilst the Group profit attributable to the equity holders of the Parent Company for the year was Rs. 1,757 million (Rs. 2,398 million in 2014). A detailed description of the Group results and appropriations are given below. Review of Business and Future Developments The financial and operational performance, during the year ended 31st March 2015 and future business development of the Company and Group is provided in the Chairman’s Statement, the Management Discussion and Analysis in this Annual Report. These reports, which form an integral part of the Directors’ Report together with the Audited Financial Statements, reflect the state of affairs of the Company and Group for the financial year ended 2014/2015. Financial Statements and Auditors’ Report The Financial Statements, duly signed by the Directors, is provided from pages 112 to 161 and the Auditors’ Report on the Financial Statements is provided on page 111 of this Annual Report. 2014/15 Rs. ‘000 2013/14 Rs.‘000 Net Profit for the year after providing for expenses including depreciation on Property, Plant and Equipment was: 2,350,653 3,046,463 From which Income Tax has been deducted of: (263,196) (227,952) Leaving thereafter a Net Profit After Tax of: 2,087,457 2,818,511 The amount attributable to Minority Interest which has been deducted is: (330,828) (420,565) Leaving a Profit Available to the Group of: 1,756,629 2,397,946 The Brought Forward Profit is: 7,880,070 7,242,060 17,358 15,407 109 (4,242) (1,328,326) (1,328,326) (442,775) (442,775) 7,883,065 7,880,070 Transferred to Revenue Reserve of: Other Comprehensive Income: Final Dividend paid: Interim Dividend paid: Leaving an un-appropriated balance to be Carried Forward of: * In accordance with the LKAS 10, Events after the reporting period, the final dividend has not been recognised as a liability in the Financial Statements. Asian Hotels and Properties Plc Annual Report 2014/15 Accounting Policies The Financial Statements, which comprise the Income Statement, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the Statement of Cash Flow, together with the accounting policies and notes (‘The Financial Statements’) have been prepared in accordance with Sri Lanka Accounting Standards (SLFRS/LKAS) as issued by the Institute of Chartered Accountants of Sri Lanka (ICASL) and the requirement of the Companies Act No. 7 of 2007. The changes to accounting policies have been applied consistently to all financial periods presented in these Financial Statements, unless otherwise indicated. The accounting policies adopted in preparation of the Financial Statements are given from pages 118 to 129 of this Report. Dividends A Final Dividend of Rs. 3/- per share for the financial year ended 31st March 2014, was paid during the current financial year on 18th June 2014 to those shareholders in the register as of 6th June 2014, resulting in a total cash pay out amounting to Rs. 1,328 million. An Interim Dividend of Rs. 1/- per share for the year ended 31st March 2015, amounting to Rs. 442 million was paid on 31st March 2015. The Board of Directors, has declared a Final Dividend of Rs. 3/- per share for the financial year ended 31st March 2015. The Final Dividend will be paid on 19th June 2015 to those shareholders on the register as at 10th June 2015. Associates, Chartered Valuation Surveyor. As required by Section 56 (2) of the Companies Act No. 7 of 2007, the Board of Directors has confirmed that the Company satisfies the Solvency Test in accordance with Section 57 of the Companies Act No. 7 of 2007 and has obtained a certificate from the Auditors, prior to declaring the above dividends. All properties classified as investment property were also revalued as at 31st March 2015 in accordance with the requirements of LKAS 40. This valuation too was carried out by M/s P.B. Kalugalagedara and Associates. Property, Plant and Equipment The book value of Property, Plant and Equipment as at the balance sheet date amounted to Rs. 17,285 million (2014 – Rs. 15,053 million) and Rs. 20,704 million (2014 – Rs. 18,511 million) for the Company and Group respectively. Capital expenditure for the Company and Group amounted to Rs. 838 million (2014 – Rs. 301 million) and Rs. 1,010 million (2014 – Rs. 673 million) respectively. Total Freehold Land available − Asian Hotels and Properties PLC A8. R00. P05.08 Total Leasehold Land available − Trans Asia Hotels PLC A05. R02. P34.28. Details of Land and Buildings with net book values including details of Property, Plant and Equipment of the Group and their movements are given in Note 14 to the Financial Statements on page 135. Details of property valuations, including the valuation methods are provided in Note 14 to the Financial Statement on page 137 of this report. Investment Properties In accordance with SLAS 40-Investment Property (2005), the net book value of properties held to earn rental income, and properties held for capital appreciation have been classified as Investment Properties. The details of Investment Properties are explained in Note 16 to the Financial Statements on page 138. Investment in Subsidiary Company Trans Asia Hotels PLC (Quoted) No. of Shares % Holding 86,823,028 43.41 Stated Capital The Stated Capital of the Company as at 31st March 2015 is Rs. 3,345 million (2014 – Rs.3,345 million) comprising of 442,775,300 Ordinary Shares. Share Information Market Value of Properties The Land and buildings of the Group were revalued on 31st March 2015 by M/s P.B. Kalugalagedara and The market value of an Ordinary Share of the Company as at 31st March 2015 was Rs. 63.00 (31st March 2014 – Rs. 58.80). 99 100 Asian Hotels and Properties Plc Annual Report 2014/15 Annual Report of the Board of Directors contd. The distribution and composition of shareholders and the information relating to earnings, dividend, net assets, and market value per share is given in the Share Information and Five (5) Year Financial Review section of the Annual Report. The Company has made every endeavour to ensure the equitable treatment of all shareholders and has adopted adequate measures to prevent information asymmetry. Major Shareholders Details of the twenty largest shareholders of the Company and the percentage shareholding held by the public are disclosed in the Share Information section of the Annual Report from page 163 and 164. The Directors of the Company who held office during the year under review are set out below. during the year are disclosed in the Corporate Governance section of the Annual Report. Mr. S.C. Ratnayake - Chairman Mr. A.D. Gunewardene – Managing Director Mr. J. R. F. Peiris Mr. R.J. Karunarajah Mr. S. Rajendra Mr. C.J.L. Pinto Mr. S.K.G. Senanayake Mrs. S.A. Jayasekara Board Committees Board Audit Committee Mr. C. J. L. Pinto and Mr. J. R. F. Peiris retire by rotation in terms of Article 84 of the Articles of Association of the Company and being eligible for re-election are recommended by the Board for re-election. Brief profiles of Mr. C. J. L. Pinto and Mr. J. R. F. Peiris are found on page 60. Reserves Total reserves as at 31st March 2015 for the Company and Group amounted to Rs. 18,753 million (2014 – Rs. 17,003 million) and Rs. 20,692 million (2014 – Rs. 18,991 million), respectively. The movements and composition of the Capital Reserves and Revenue Reserves during the year are disclosed in the Statement of Changes in Equity. The Directors of Trans Asia Hotels PLC [Subsidiary] who held office during the year under review are set out below: Mr. S.C. Ratnayake - Chairman Mr. A.D. Gunewardene Mr. J.R.F. Peiris Mr. N.L. Gooneratne Mr. C.J.L. Pinto Mr. E.H. Wijenaike Mrs. J.C. Ponniah Mr. R.J. Karunarajah* Directors The Board of Directors of the Company as at 31st March 2015 and brief profiles of each Director are given in the Board of Directors section of the Annual Report. *Appointed with effect from 01st May 2015 Responsibility of the Board Details of responsibilities of the Board and the manner in which those responsibilities were discharged The following members serve on the Board Audit Committee Mr. C.J. L. Pinto - Chairman Mr. S.K.G. Senanayake Mrs. S.A. Jayasekara The Report of the Audit Committee is given on page 108 of this Report. Human Resources and Compensation Committee As permitted by the listing rules of the Colombo Stock Exchange, the Human Resources and Compensation Committee of the Parent Company, John Keells Holdings PLC (JKH), functions as the Human Resources and Compensation Committee of the Company. The following members serve on the Human Resources and Compensation Committee: Mr. E.F.G. Amerasinghe - Chairman Dr. I. Coomaraswamy Mr. A.R. Gunasekara* Mr. M.A. Omar Mr. N.A. Fonseka Mr. D.A. Cabraal** *Resigned with effect from 30th June 2014. **Appointed with effect from 29th January 2015. Asian Hotels and Properties Plc Annual Report 2014/15 The Report of the Human Resources and Compensation Committee and the remuneration policy is given in the Corporate Governance section of the Annual Report. The Related Party Transactions Review Committee comprises four Independent Directors and two Non Independent Directors as at 31st March 2015: Nominations Committee Mr. N.A. Fonseka - Chairman Mr. E.F.G. Amerasinghe Mr. D.A. Cabraal Ms. P. Perera* Mr. S.C. Ratnayake Mr. J.R.F. Peiris As permitted by the listing rules of the Colombo Stock Exchange, the Nomination Committee of the Parent Company John Keells Holdings PLC (JKH) functions as the Nomination Committee of the Company. The Nominations Committee comprises five Independent Directors and one Non Independent Director as at 31st March 2015: Mr. T. Das - Chairman Mr. S.C. Ratnayake (Non-Independent) Mr. M.A. Omar Mr. E.F.G. Amerasinghe Mr. D.A. Cabraal Ms. P. Perera * *Appointed with effect from 24th July 2014. The Report of the Nominations Committee is given in the Corporate Governance section of the Annual Report. Related Party Transactions Review Committee The Related Party Transactions Review Committee of the Parent Company John Keells Holdings PLC (JKH) functions as the Related Party Transactions Review Committee of the Company which was formed with effect from 01st April 2014. *Appointed with effect from 24th July 2014. Directors’ Remuneration Directors’ remuneration is established within a framework approved by the Human Resources and Compensation Committee. The Directors are of the opinion that the framework assures appropriateness of remuneration and fairness for the Company. Details of the remuneration and other benefits received by the Directors of the Company and the Group are set out in Note 10 of the Financial Statements. Indemnities and Remuneration The Related Party Transactions Review Committee is given in the Corporate Governance section of the Annual Report. The Board approved the payment to Messrs. R. J. Karunarajah and S. Rajendra, Executive Directors of Asian Hotels & Properties PLC, a remuneration comprising of; Interests Register The Company has maintained an Interests Register as contemplated by the Companies Act No. 7 of 2007. In compliance with the requirements of the Companies Act No. 7 of 2007, this Annual Report also contains particulars of entries made in the Interests Register as well as the particulars of the entries made in the Interests Register of the Subsidiary which is a Public Limited Company. Directors’ Interests in Contracts The Directors of the Company have made general declarations as required by Section 192 (2) of the Companies Act No. 7 of 2007 and no additional interests have been disclosed by any Director. An increment from 1 July 2014 based on the individual performance rating obtained by the Executive Directors in terms of the performance management system of the John Keells Group; Short term variable incentive based on individual performance, organization performance and role responsibility based on the results of the financial year 2013/2014, paid in July 2014; and Long Term incentive in the nature of ESOP in John Keells Holdings PLC dependent on the aforesaid performance rating, organisational rating and role responsibility granted in July 2014. 101 102 Asian Hotels and Properties Plc Annual Report 2014/15 Annual Report of the Board of Directors contd. as recommended by the Human Resource and Compensation Committee of John Keells Holdings PLC the holding company of Asian Hotels & Properties PLC in keeping with the Group remuneration policy. The Board approved the payment of increased Non-Executive Directors fee for Messrs. S. C. Ratnayake, A. D. Gunewardene, J. R. F. Peiris, S. G. K Senanayake, C. L. J. Pinto, and S. A. Jayasekara as recommended by the Human Resource and Compensation Committee of John Keells Holdings PLC the holding company of Asian Hotels & Properties PLC in keeping with the Group remuneration policy. Fees payable to Non-Executive nominee Directors of John Keells Holdings PLC was paid to John Keells Holdings PLC and not to individual Directors. Further the Board approved the renewal of C. L. J. Pinto’s contract as a Non-Executive Director of Asian Hotels and Properties PLC was for a further period at increased NonExecutive Directors' fees approved by the Human Resources and Compensation Committee of John Keells Holdings PLC. Particulars of Entries in the Interests Register of the Subsidiary Trans Asia Hotels PLC. Changes to the remuneration paid to the Directors of Trans Asia Hotels PLC for the financial year ended 31st March 2015 are set out in Note 10 to the Financial Statement of page 131. The Non-Executive Directors of Trans Asia Hotels PLC received an increment in fees with effect from 01st July 2014, as recommended by the Human Resources and Compensation Committee of John Keells Holdings PLC (being its holding Company and as permitted by Rules of the Colombo Stock Exchange) which increase is commensurate with the market and complexities of the business of the Company. The fees payable to Non-Executive nominees of John Keells Holdings PLC are paid to the Company and not to individual Directors. Directors’ Shareholdings The shares held by Directors’ and their spouses in the Company as at 31st March 2015 are as follows; Director Shareholding as at 31.03.2015 Shareholding as at 31.03.2014 20,000 20,000 Mr. A.D. Gunewardene NIL NIL Mr. J.R.F. Peiris NIL NIL Mr. R.J. Karunarajah 200 200 Mr. S. Rajendra NIL NIL Mr. S.K.G. Senanayake NIL NIL Mrs. S.A. Jayasekara NIL NIL 7,800 7,800 Mr. S.C. Ratnayake Mr. C.J.L. Pinto (Joint account with Mrs. M.R.C. Pinto) Employee Share Option Plan (ESOP) Employees of the Company receive remuneration in the form of share-based payment under the John Keells Group’s Employees Share Option Scheme (ESOP), share options of the parent are granted to senior executives of the company, whereby employees render services as consideration for equity instruments (equity-settled transactions). The cost of the employee services received in respect of the shares or share options granted is recognised in the Income Statement over the period that employees provide services, from the time when the award is granted up to the vesting date of the options. The overall cost of the award is calculated using the number of share options expected to vest and the fair value of the options at the date of grant. The employee remuneration expense resulting from the Group’s share option scheme to the employees of Asian Hotels and Properties PLC is recognised in the income statement of the company. This transaction does not result in a cash outflow to the Company and expense recognised is met with a corresponding equity reserve increase, thus having no impact on the Statement of Financial Asian Hotels and Properties Plc Annual Report 2014/15 Position (SOFP). The fair value of the share options is estimated at the grant date using a binomial option pricing model, taking into account the terms and conditions upon which the share options were granted. The valuation takes into account factors such as stock price, expected time to maturity, exercise price, expected volatility of share price, expected dividend yield and risk free interest rate. Corporate Governance Directors’ Declarations The Directors declare that; a)The Company has complied with all applicable laws and regulations in conducting its business. b)The Directors have declared all material interests in contracts involving the Company and refrained from voting on matters in which they were materially interested. c)The Company has made all endeavours to ensure the equitable treatment of shareholders. d)The business is a going concern with supporting assumptions or qualification as necessary. e)Have conducted a review of internal controls covering financial, operational and compliance controls and risk management and have obtained a reasonable assurances of their effectiveness and successful adherence herewith. f)The Company being listed on the Colombo Stock Exchange (CSE) is compliant with the rules on Corporate Governance under the Listing Rules of the CSE with regard to the composition of the Board and its Sub-Committees. g)The Company is in compliance with the Code of Best Practice on Corporate Governance jointly issued by the Securities and Exchange Commission of Sri Lanka (SEC) and the Institute of Chartered Accountants of Sri Lanka (ICASL). A comprehensive report on Corporate Governance practices and principles with respect to the management and operations of the Company are set out from pages 69 to 97 of this Report. Sustainability The Company is conscious of the need to preserve the environment and its natural resources and has taken specific steps, particularly in ensuring the conservation of its natural resources and environment as well as addressing material issues highlighted by its stakeholders. Every endeavour has been made to minimise adverse effects on the environment to ensure sustainable continuity of natural resources. The Company’s sustainable practices are detailed from pages 34 to 59. Employment The Company has an equal opportunity policy in respect of employment and these principles are enshrined in specific selection, training, development and promotion policies, ensuring that all decisions are based on merit. The Company, in line with the Group policy, practices equality of opportunity for all employees irrespective of ethnic origin, religion, political opinion, gender, marital status or physical disability. The number of persons employed by the Company and Group as at 31st March 2015 was 1,230 (1,234 in 2014) and 2,078 (2,089 in 2014), respectively. There have been no material issues pertaining to employees and industrial relations of the Company and the Group during the Financial Year. Supplier Policy The Company, in line with the Group’s policies, applies an overall policy of agreeing and clearly communicating terms of payment as part of the commercial agreements negotiated with suppliers and endeavours to pay for all items properly charged in accordance with these agreed terms. As at 31st March 2015, the trade and other payables of the Company and Group amounted to Rs. 434 million (2014 – Rs. 404 million) and Rs. 682 million (2014 – Rs. 627 million), respectively. Environmental Protection The Company is in compliance with the relevant environmental laws, regulations and endeavours to comply with best practices applicable in the country. A summary of selected Group activities in the 103 104 Asian Hotels and Properties Plc Annual Report 2014/15 Annual Report of the Board of Directors contd. above area is contained in the Management Discussion and Analysis. The Company has not engaged in any activity that is harmful to the environment. Statutory Payments The Directors confirm that to the best of their knowledge, all taxes, duties and levies payable by the Company and its Subsidiary, all contributions, levies and taxes payable on behalf of, and in respect of the employees of the Company and its Subsidiary, and all other known statutory dues that were due and payable by the Company and its Subsidiary as at the Balance Sheet date have been paid or, where relevant provided for, except as specified in Note 37 to the Financial Statements, covering Contingent Liabilities. gain assurance on the effectiveness of control systems in place. The Audit Committee receives regular reports on the adequacy and effectiveness of internal controls in the Company. These include compliance with laws, regulations and established policies and procedures of the Company. The Head of Group BPR Division has direct access to the Chairman of the Audit Committee. Reports of the outsourced internal auditors are also reviewed by the Committee on matters pertaining to the Company. The Directors acknowledge their responsibility for the Company’s systems of internal controls. The statements of Corporate Governance from pages 69 to 97 sets out in detail the Company’s system of internal controls. Enterprise Risk Management The Board confirms that there is an ongoing process of identifying, evaluating and managing any significant risks faced by the Company, where annual risk reviews are carried out by the Enterprise Risk Management Division and the risks are further reviewed each quarter by each business unit. The headline risks are presented to the Board Audit Committee for review by the respective business units. The details of the Risk Report and Risk Management Process are set out from pages 62 to 68 of this Report. Related Party Transactions There were no related party transactions required to be disclosed under the Listing Rules of the CSE other than as disclosed under Note 33 to the Financial Statements. Donations Total donations made by the Company during the year amounted to Rs. 16.09 million and donations made by the Group amounted to Rs. 26.93 million (31st March 2014 – Company Rs. 13.98 million/Group Rs. 21.08 million). Internal Control Events Subsequent to the Balance Sheet Date The Board, through the involvement of the Group Business Process Review (Group BPR) Division, takes steps to Except for the matters disclosed in Note 39 to the Financial Statements on page 161 there were no material events which require adjustments or disclosure in the Financial Statements. Going Concern The Board of Directors, after considering the financial position, operating conditions, regulatory and other factors, and such matters required to be addressed in the Code of Best Practice on Corporate Governance issued jointly by the Securities and Exchange Commission and the Institute of Chartered Accountants of Sri Lanka, has a reasonable expectation that the Company and its Subsidiary possess adequate resources to continue in operation for the foreseeable future. For this reason, the Board continues to adopt the Going Concern basis in preparing the Financial Statements. Auditors The retiring Auditors Messrs. KPMG, Chartered Accountants, have expressed their willingness to continue in office. The Audit Committee at a meeting held on 27th April 2015 recommended that they be re-appointed as Auditors. A Resolution to re-appoint them as auditors and authorising the Directors to determine their remuneration will be proposed at the Annual General Meeting. The Independent Auditors’ Report to the shareholders on the Financial Statements is given on page 111. The Audit Committee reviews the appointment of the Auditor, its effectiveness, independence and its relationship with the Company, Asian Hotels and Properties Plc Annual Report 2014/15 including the level of audit and non– audit fees paid to the Auditor. Based on the declaration of Messrs KPMG and as far as the Directors are aware, the Auditors do not have any relationship [except in so far as an Auditor] or interest in the Company or its Subsidiary. 2015 at 11.45 a.m. The Notice of Annual General Meeting appears on page 167 of the Annual Report. This Annual Report is signed for and on behalf of the Board of Directors by; Annual Report The Board of Directors approved the Consolidated Financial Statements on 29th May 2015. The appropriate number of copies of this Report will be submitted to the Colombo Stock Exchange and to the Sri Lanka Accounting and Auditing Standards Monitoring Board on 4th June 2015. Director Annual General Meeting Secretaries The 21st Annual General Meeting of the Company will be held at the Auditorium of Ceylon Chamber of Commerce, at No. 50, Navam Mawatha, Colombo 2, on 26th June Director By Order of the Board KEELLS CONSULTANTS (PRIVATE) LIMITED Colombo 29th May 2015 105 106 Asian Hotels and Properties Plc Annual Report 2014/15 Financial Calendar Interim Reports 1st Quarter 30th July 2014 2nd Quarter 30th October 2014 3rd Quarter 28th January 2015 4th Quarter 29th May 2015 Annual Reports 2013/14 28th May 2014 2014/15 29th May 2015 Meetings 20th Annual General Meeting 27th June 2014 21st Annual General Meeting 26th June 2015 Dividends Final dividend of Rs.3/- per share for the year 2013/14 was paid on 18th June 2014 Interim dividend of Rs.1/- per share for the year 2014/15 was paid on 31st March 2015 Asian Hotels and Properties Plc Annual Report 2014/15 Financial Statements 107 108 Asian Hotels and Properties Plc Annual Report 2014/15 Report of the Audit Committee Introduction The Board Audit Committee is formally constituted as a Sub-Committee of the Main Board, to which it is accountable. Charter of the Committee clearly defines the terms of reference of the Audit Committee. It demonstrates that activities of the Audit Committee are in-line with the Code of Best Practice on Corporate Governance issued jointly by the Institute of Chartered Accountants of Sri Lanka and the Securities and Exchange Commission of Sri Lanka. The effectiveness of the Committee is evaluated annually by each member of the Committee and the results are communicated to the Board. Role of the Committee The role of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities for the integrity of the Financial Statements of the Company, the internal control and risk management systems of the Company and its compliance with legal and regulatory requirements, the external auditors’ performance, qualifications and independence, and the adequacy and performance of the internal audit function, which at John Keells Holding PLC is termed Group Business Process Review Division (Group BPR). This is detailed in the terms of reference of the Committee which has been approved by the Board and is reviewed annually. Composition of the Committee and Meetings The Audit Committee comprised of three Non-Executive Independent Directors. The Chairman of the Audit Committee and another member of the Committee are Chartered Accountants while the other member of the Committee has a specialist financial background. All Non-Executive Directors satisfy the criteria for independence as specified in the Standards on Corporate Governance for listed Companies issued by the Securities and Exchange Commission of Sri Lanka. The Audit Committee reports directly to the Board. The individual and collective financial and hotel industry specific knowledge, business experience and independence of members are brought to bear on all matters, which fall within the committee’s purview. The Director Finance of the Hotel sector served as the Secretary to the Audit Committee. The President of the Property Group of John Keells Holdings, Sector Head of Cinnamon City Hotels, Sector Financial Controllers of Property and Hotels Sectors together with the Head of Group Business Process Review of John Keells Holdings PLC, attend Audit Committee meetings by invitation. Other officials are invited to attend on a needs basis. Outsourced Internal Auditors, PricewaterhouseCoopers (Pvt) Ltd., and Independent External Auditors KPMG are required to attend meetings on a regular basis. The Audit Committee held four (4) meetings during the financial year. Information on the attendance at these meetings is given under Corporate Governance on page 77 In addition, the Chairman of the Committee met the Internal and External Auditors and in house personnel, as necessary, to strengthen guidance and oversight related to Audit Committee matters. The activities and views of the Committee have been communicated to the Board of Directors quarterly through verbal briefings and by tabling the minutes of the Committee’s meetings. Financial Reporting The Audit Committee has reviewed and discussed the Company’s quarterly and annual Financial Statements prior to publication with management and the external auditors, including the extent of compliance with Sri Lanka Accounting Standards, the appropriateness of its accounting policies and material judgmental matters. The Committee has also regularly discussed the operations of the Company and its future prospects with Management and is satisfied that all relevant matters have been taken into account in the preparation of the Financial Statements. Internal Audit, Risks and Controls PricewaterhouseCoopers (Pvt) Ltd continued to serve as the Outsourced Internal Auditors of the Company, and the audit plans and scope of work were formulated in consultation with the John Keells Group Business Process Review (Group BPR) Division and approved by the Committee. The main focus of the Internal Audit was to provide independent assurance on the overall system of internal controls, risk management and governance, by evaluating the adequacy and effectiveness of internal Asian Hotels and Properties Plc Annual Report 2014/15 controls, and compliance with laws and regulations and established policies and procedures of the company. During the year, reports were received by the Committee from the Outsourced Internal Auditors, which were reviewed and discussed with Management, the Outsourced Internal Auditors and the John Keells Group BPR Division. The recommendations of the Internal Auditors have been followed up and are being implemented. The Audit Committee has also reviewed the processes for the identification, evaluation and management of all significant operational risks faced by the Company. The most significant operational risks and the remedial measures taken to mitigate them have been reviewed with the management and the John Keells Group Sustainability and Enterprise Risk Management division. Formal confirmations and assurances have been received from senior management on a quarterly basis regarding the efficacy and status of the internal control systems and risk management systems, and compliance with applicable laws and regulations. The Committee reviewed the whistle blowing arrangements for the Company which is in-line with the group arrangements and had direct access to the Ombudsman for the Group. External Audit The External Auditors’ letter of engagement, including the scope of the audit, was reviewed and discussed by the Committee with the external auditors and Management prior to the commencement of the audit. The External Auditors kept the Committee advised on an on-going basis regarding any unresolved matters of significance. Before the conclusion of the audit, the Committee met with the External Auditors to discuss all audit issues and agree on their treatment. This included the discussion of formal reports from the External Auditors to the Committee. The Committee also met the External Auditors, without the management being present, prior to the finalisation of the Financial Statements. The Audit Committee is satisfied that the independence of the External Auditors has not been impaired by any event or service that gives rise to a conflict of interest. Due consideration has been given to the level of audit and non-audit fees received by the External Auditors from the John Keells Group and confirmation has been received from the External Auditors of their compliance with the independence criteria given in the Code of Ethics of the Institute of Chartered Accountants of Sri Lanka. The performance of the External Auditors has been evaluated and discussed with the senior management of the Company, and the Committee has recommended to the Board that KPMG be re-appointed as the External Auditors of Asian Hotels and Properties PLC for the financial year ending 31st March 2016, subject to approval by the shareholders at the Annual General Meeting. Conclusion Based on the reports submitted by the External Auditors and the Outsourced Internal Auditors of the Company, the assurances and certifications provided by the senior management, and the discussions with management and the auditors both at formal meetings and informally, the Committee is of the view that the control environment within the Company is satisfactory and provides reasonable assurance that the financial position of the Company is adequately monitored and its assets are safeguarded. C.J.L. Pinto Chairman of the Audit Committee 29th May 2015 109 110 Asian Hotels and Properties Plc Annual Report 2014/15 Statement of Directors’ Responsibility The responsibility of the Directors in relation to the Financial Statements is set out in the following statement and should be read in conjunction with the Report of the Auditors. The responsibility of the Auditors, in relation to the Financial Statements prepared in accordance with the provisions of the Companies Act No. 7 of 2007, is set out in the Report of the Auditors. The Financial Statements comprise of: ● ● Income Statement and Statement of Comprehensive Income of the Company and of the Group, which present a true and fair view of the profit and loss of the Company and of the Group for the respective financial year. ● ● A Statement of the Financial Position, which presents a true and fair view of the state of affairs of the Company and of the Group as at the end of the financial year: and The Directors are required to confirm that the Financial Statements have been: ● ● prepared using appropriate accounting policies which have been selected and applied in a consistent manner, and material departures, if any, have been disclosed and explained; and ● ● presented in accordance with the Sri Lanka Accounting Standards (SLFRS/LKAS) and that reasonable and prudent judgments and estimates have been made so that the form and substance of transactions are clearly reflected; and ● ● provide the information required by and otherwise comply with the Companies Act No. 7 of 2007 and the Listing Rules of the Colombo Stock Exchange. The Directors are also required to ensure that the Company has adequate resources to continue in operation to justify applying the going concern basis in preparing these Financial Statements. Furthermore, the Directors have a responsibility to ensure that the Company maintains sufficient accounting records to disclose, with reasonable accuracy, the financial position of the Company and of the Group. The Directors have also taken all reasonable steps to safeguard the assets of the Company and of the Group. In this regard the Directors have implemented appropriate systems of internal control with a view of preventing and detecting fraud and other irregularities. Moreover, as required by Section 56 (2) of the Companies Act No. 7 of 2007, the Board of Directors have confirmed that the Company, based on the information available, satisfies the solvency test immediately after the distribution, in accordance with Section 57 of the Companies Act No. 7 of 2007, and have obtained a certificate from the Auditors, prior to declaring a Final Dividend of Rs. 3/- per share for the year ended 31st March 2015, to be paid on 19th June 2015. The Directors are of the view that they have discharged their responsibilities as set out in this Statement. Compliance Report The Directors confirm that, to the best of their knowledge, all taxes, duties and levies payable by the Company, all contributions, levies and taxes payable on behalf of and in respect of the employees of the Company and all other known statutory dues as were due and payable by the Company as at the Balance Sheet date have been paid and/or provided for, except as specified in Note 37 to the Financial Statements covering Contingent Liabilities. By Order of the Board The Directors are required to prepare the Financial Statements and to provide the Auditors with every opportunity to take whatever steps and undertake whatever inspections that may be considered being appropriate to enable them to give their audit opinion. Keells Consultants (Private) Limited Secretaries 29th May 2015 Asian Hotels and Properties Plc Annual Report 2014/15 Independent Auditors’ Report TO THE SHAREHOLDERS OF ASIAN HOTELS AND PROPERTIES PLC Report on the Financial Statements We have audited the accompanying Financial Statements of Asian Hotels and Properties PLC, (the “Company”), and the consolidated Financial Statements of the Company and its subsidiary (the “Group”), which comprise the statement of financial position as at 31st March 2015, and income statement, statement of profit or loss and other comprehensive income, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes set out on pages 112 to 161. Board’s Responsibility for the Financial Statements The Board of Directors (“Board”) is responsible for the preparation of these financial statements that give a true and fair view in accordance with Sri Lanka Accounting Standards, and for such internal control as Board determines is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted our audit in accordance with Sri Lanka Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Board, as well as evaluating the overall presentation of the Financial Statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Report on Other Legal and Regulatory Requirements As required by Section 163 (2) of the Companies Act No. 07 of 2007, we state the following: a) The basis of opinion and scope and limitations of the audit are as stated above. b) In our opinion; - We have obtained all the information and explanations that were required for the audit and, as far as appears from our examination, proper accounting records have been kept by the Company, - The Financial Statements of the Company give a true and fair view of its financial position as at 31st March 2015, and of its financial performance and cash flows for the year then ended in accordance with Sri Lanka Accounting Standards. - The Financial Statements of the Company and the Group comply with the requirements of sections 151 and 153 of the Companies Act No. 07 of 2007. Opinion In our opinion, the consolidated Financial Statements give a true and fair view of the financial position of the Group as at 31st March 2015, and of its financial performance and cash flows for the year then ended in accordance with Sri Lanka Accounting Standards. Chartered Accountants 29th May 2015 Colombo. 111 112 Asian Hotels and Properties Plc Annual Report 2014/15 Income Statement For the year ended 31st March In Rs.’000s Page No. Note Revenue 130 5 Cost of Sales GROUPCOMPANY 2015 2014 2015 2014 8,080,152 (3,356,728) 8,256,149 5,294,080 5,316,686 (3,239,562) (2,201,856) (2,096,108) Gross Profit 4,723,424 5,016,587 3,092,224 3,220,578 Dividend Income 130 6 Other Operating Income 130 7 Distribution Expenses Administrative Expenses Other Operating Expenses - 75,546 (207,964) (1,776,265) (631,760) 273,493 70,523 (108,885) (1,179,197) (361,448) 273,493 62,261 (118,633) (1,126,839) (377,721) 2,476,144 1,786,710 1,933,139 (190) 199,958 199,768 28,792 (3,287) 305,042 301,755 268,564 - 165,046 165,046 8,142 (3,249) 249,783 246,534 268,564 Profit Before Tax 131 10 2,350,653 Income Tax Expense 132 11 (263,196) Profit for the Year 2,087,457 3,046,463 (227,952) 2,818,511 1,959,898 (153,164) 1,806,734 2,448,237 (69,025) 2,379,212 Attributable to: Owners of the Company Non-controlling Interest 2,397,946 420,565 2,818,511 1,806,734 - 1,806,734 2,379,212 2,379,212 - 80,523 (238,765) (1,836,041) (607,048) Results from operating activities 2,122,093 Finance Cost 130 8 Finance Income 131 9 Net Finance Income Change in Fair Value of Investment Property 138 16 Earnings Per Share 134 1,756,629 330,828 2,087,457 Rs. 12 3.97 Rs. 5.42 Rs. Rs. 4.08 5.37 Figures in brackets indicate deductions. The accounting policies and notes as set out in pages 118 to 161 form an integral part of these Financial Statements. Asian Hotels and Properties Plc Annual Report 2014/15 Statement of Profit or Loss and Other Comprehensive Income For the year ended 31st MarchNote In Rs.’000s 2015 Group 2014 Profit for the Year 2,087,457 2,818,511 Company 2015 2014 1,806,734 2,379,212 Other comprehensive income Items that will never be reclassified to profit or loss Revaluation of land and buildings 14.1-14.2 1,687,240 - 1,687,240 Re-measurement gain/(loss) on defined benefit plans 29 1,215 (4,860) (574) (3,768) Deferred tax effect on actuarial valuation gain (215)- - Other comprehensive income for the year, net of tax 1,688,240 (4,860) 1,686,666 (3,768) Total comprehensive income for the year, net of tax 3,775,697 2,813,651 3,493,400 2,375,444 Attributable to : Owners of the Company Non-controlling Interest 3,443,978 331,719 3,775,697 2,393,704 419,947 2,813,651 3,493,400 - 3,493,400 2,375,444 2,375,444 Figures in brackets indicate deductions. The accounting policies and notes as set out in pages 118 to 161 form an integral part of these Financial Statements. 113 114 Asian Hotels and Properties Plc Annual Report 2014/15 Statement of Financial Position As at 31st March In Rs.’000s Page No.Note GROUPCOMPANY 2015 2014 2015 2014 ASSETS Non Current Assets Property, Plant and Equipment 135 14 20,703,920 Lease Hold property 137 15 806,260 Investment Property 138 16 3,935,508 Intangible Assets 139 17 2,858 Investment in Subsidiary 140 18 - Non Current Financial Assets 141 20 12,173 Other Non Current Assets 141 21 2,644 Total Non current Assets 25,463,363 18,511,385 818,664 3,904,514 5,265 - 17,027 4,786 23,261,641 17,284,527 - 2,156,608 708 660,045 8,436 2,002 20,112,326 15,053,598 2,146,264 1,002 660,045 11,391 3,264 17,875,564 Current Assets Inventories 141 22 120,336 Trade and Other Receivables 142 23 637,985 Amounts Due from Related Parties 148 33.2 66,484 Other Current Assets 142 24 132,075 Short Term Investments 142 25 2,475,667 Cash In Hand and at Bank 499,964 Total Current Assets 3,932,511 Total Assets 29,395,874 121,019 481,912 48,863 141,475 3,134,194 430,541 4,358,004 27,619,645 86,412 322,227 31,801 88,830 2,239,351 267,245 3,035,866 23,148,192 85,146 247,463 34,717 100,725 2,647,269 289,804 3,405,124 21,280,688 3,345,117 3,345,117 3,345,117 7,883,065 7,880,070 6,432,793 12,808,756 11,110,871 12,319,823 24,036,938 22,336,058 22,097,733 3,345,117 6,391,287 10,612,101 20,348,505 Non-controlling Interest 3,388,4773,451,487 - Total Equity 27,425,415 25,787,545 22,097,733 20,348,505 EQUITY & LIABILITIES Equity attributable to equity holders of the parent Stated Capital 143 26 Revenue Reserves Other components of equity 143 27 Non Current Liabilities Deferred tax liabilities 145 28 341,062 337,411 - - Employee benefit liabilities 146 29 241,873 221,234 131,873 114,664 Total Non Current Liabilities 582,935 558,645 131,873 114,664 Current Liabilities Trade and Other Payables 147 30 682,330 Amounts Due to Related Parties 148 33.3 111,471 Income tax liabilities 147 31 144,236 Other current liabilities 147 32 332,759 Bank Overdrafts 116,728 Total Current Liabilities 1,387,524 Total Equity and Liabilities 29,395,874 626,523 87,341 111,863 317,648 130,080 1,273,455 27,619,645 I certify that the Financial Statements comply with the requirements of the Companies Act No. 7 of 2007. Sunil Peiris Sector Financial Controller The Board of Directors is responsible for the preparation and presentation of these Financial Statements. A.D. Gunewardene Director J.R.F. Peiris Director The accounting policies and notes as set out in pages 118 to 161 form an integral part of these Financial Statements. 29th May 2015 434,129 403,725 85,971 60,904 117,099 53,545 221,558223,229 59,829 76,116 918,586 817,519 23,148,192 21,280,688 Asian Hotels and Properties Plc Annual Report 2014/15 Statement of Changes in Equity GROUPAttributable to owners of the company Note Stated Revaluation Other RetainedTotalNonTotal Capital ReserveCapitalEarnings controllingEquity Reserve interest In Rs.’000s As at 01st April 2013 Total comprehensive income Profit for the year Other Comprehensive Income Total Comprehensive Income Transactions with Owners of the Company Transferred to Revenue Reserve (Note a) Transferred to Revenue Reserve (Note b) Share based payments 27.2 Final Dividend Paid - 2012/2013 13 Interim Dividend Paid - 2013/2014 13 Subsidiary dividend to 3,345,117 11,110,290 - 7,242,060 21,697,467 3,425,692 25,123,159 - - - 2,397,946 2,397,946 420,565 - - - - - (4,242) (4,242) - 2,393,704 2,393,704 (618) (4,860) 419,947 2,813,651 - - - - - (4,496) (10,911) - - - - 4,496 - - 10,911 - 15,988 - 15,988 - (1,328,326) (1,328,326) - (442,775) (442,775) - - 1,978 17,966 - (1,328,326) - (442,775) Non-controlling Interest -2012/2013 - - - Subsidiary dividend to Non-controlling Interest -2013/2014 - - - As at 31st March 2014 3,345,117 11,094,883 15,988 As at 01st April 2014 3,345,117 11,094,883 15,988 Total comprehensive income Profit for the year - - - Other Comprehensive Income - 1,687,240 - Total Comprehensive Income - 1,687,240 - Transactions with Owners of the Company Transferred to Revenue Reserve Note (a) - (6,447) Transferred to Revenue Reserve (Note b) - (10,911) Share based payments 27.2 - - 28,003 Final Dividend Paid - 2013/2014 13 - - - Interim Dividend - 2014/2015 13 - - Subsidiary dividend to Non-controlling Interest -2013/2014 - - - Subsidiary dividend to Non-controlling Interest -2014/2015 - - - As at 31st March 2015 3,345,117 12,764,765 43,991 - - (226,360) 2,818,511 (226,360) - - 7,880,070 22,336,058 7,880,070 22,336,058 (169,770) (169,770) 3,451,487 25,787,545 3,451,487 25,787,545 1,756,629 1,756,629 109 1,687,349 1,756,738 3,443,978 330,828 2,087,457 891 1,688,240 331,719 3,775,697 6,447 - 10,911 - - 28,003 (1,328,326) (1,328,326) (442,775) (442,775) - - 1,401 29,404 - (1,328,326) - (442,775) - - (226,360) (226,360) - - (169,770) (169,770) 7,883,065 24,036,938 3,388,477 27,425,415 Note (a) According to the Sri Lanka Accounting Standard - 16 “Property, Plant and Equipment”, the Revaluation Surplus included in the Equity can be transferred to Retained Earnings when the surplus is realised. Accordingly, the surplus realised amounting to Rs.6.44 Mn (Rs.4.49 Mn in 2014) has been transferred directly to Retained Earnings as at the reporting date. Note (b) According to the Sri Lanka Accounting Standard - 16 “Property, Plant and Equipment”, when the revalued asset is used by an entity, the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the assets the original cost is transferred from revaluation surplus to retained earnings amounting Rs.10.91 Mn. (Rs.10.91 Mn in 2014). Figures in brackets indicate deductions. The Notes to the Financial Statements from Pages 118 to 161 form an integral part of these Financial Statements. 115 116 Asian Hotels and Properties Plc Annual Report 2014/15 Statement of Changes in Equity Contd. Company Note Stated Revaluation Other RetainedTotal CapitalReserveCapitalEarnings Equity Reserve In Rs.’000s As at 01st April, 2013 3,345,117 Total comprehensive income Profit for the year - Other Comprehensive Income - Total Comprehensive Income - Transactions with Owners of the Company Transferred to Revenue Reserve Note (a) - Share based payments 27.3 - Final Dividend Paid - 2012/2013 13 - Interim Dividend - 2013/2014 13 - As at 31st March, 2014 3,345,117 Total comprehensive income Profit for the year 2013/2014 - Other Comprehensive Income Total Comprehensive Income - Transactions with Owners of the Company Transferred to Revenue Reserve Note (a) - Share based payments 27.3 - Final Dividend Paid - 2013/2014 13 - Interim Dividend - 2014/2015 13 - As at 31st March, 2015 3,345,117 10,602,127 - 5,782,448 19,729,692 - - - - - 2,379,212 2,379,212 (3,768) (3,768) 2,375,444 2,375,444 (4,496) - - - 10,597,631 - 4,496 14,470 - 14,470 - (1,328,326) (1,328,326) - (442,775) (442,775) 14,470 6,391,287 20,348,505 - 1,687,240 1,687,240 - 1,806,734 1,806,734 - (574) 1,686,666 - 1,806,160 3,493,400 (6,447) - - - 12,278,424 - 6,447 26,929 - 26,929 - (1,328,326) (1,328,326) - (442,775) (442,775) 41,399 6,432,793 22,097,733 Note (a) According to the Sri Lanka Accounting Standard - 16 “Property, Plant and Equipment”, the Revaluation surplus included in the Equity can be transferred to Retained Earnings when the Surplus is realised. Accordingly, the surplus realised amounting to Rs.6.44 Mn (Rs.4.49 Mn in 2014) has been transferred directly to Retained Earnings as at the reporting date. (Refer Note No 27 on page 143 for details) Figures in brackets indicate deductions. The accounting policies and notes as set out in pages 118 to 161 form an integral part of these Financial Statements. Asian Hotels and Properties Plc Annual Report 2014/15 Statement of Cash Flow For the Year Ended 31st March In Rs.'000s CASH FLOWS FROM OPERATING ACTIVITIES Operating Profit Before Working Capital Changes Note 2015 A 2,698,412 (Increase) / Decrease in Inventories (Increase) / Decrease in Trade and Other Receivables (Increase) / Decrease Amounts Due from Related Parties (Increase) / Decrease Other Current Assets Increase / (Decrease) Trade and Other Payables Increase / (Decrease) Amounts Due to Related Parties Increase Other Current Liabilities GROUPCOMPANY 2014 2015 2014 3,019,811 1,971,041 (1,266) (75,222) 2,916 (18,648) 30,404 25,067 2,114 17,009 41,972 (14,581) 31,802 (62,668) 2,527 161,090 1,816,771 165,046 - 273,493 (62,853) (8,802) 2,183,655 2,148,192 249,783 (3,249) 273,493 (54,747) (7,344) 2,606,128 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Purchase and Construction of Property, Plant and Equipment 14.1-14.2 (1,009,938) (673,031) (838,093) Addition to Investment Property 16 - (17,200) - Addition to Intangible Assets 17 (800) (622) - Proceeds from Sale of Property, Plant and Equipment 19,936 10,319 7,132 Proceeds from/ (Repayment of) Other Assets (Net) 6,996 2,188 4,217 Net Cash Used in Investing Activities (983,806) (678,346) (826,744) (300,645) (17,200) (299) 3,049 637 (314,458) CASH FLOWS FROM / (USED IN) FINANCING ACTIVITIES Dividend Paid to Equity Holders of Parent 13 (1,771,101) (1,771,101) (1,771,101) Dividend paid to Shareholders with non-controlling Interest (396,130) (396,130) - Repayment of Long Term Borrowings - (1,436) - Net Cash Used in Financing Activities (2,167,231) (2,168,667) (1,771,101) (1,771,101) (1,771,101) 683 (159,869) (17,621) (35,583) 55,807 24,130 18,896 14,158 32,222 (14,204) 74,638 (28,007) (302) 159,263 1,851,406 Cash Generated from Operations 2,584,855 3,257,579 Finance Income received 9 199,958 305,042 Finance Cost Paid 8 (190) (3,287) Dividend Received 6 - - Tax Paid (185,975) (219,775) Gratuity Paid 29 (23,363) (18,415) Net Cash Flow from Operating Activities 2,575,285 3,321,144 NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (575,752) 474,131 CASH AND CASH EQUIVALENTS AT THE BEGINNING 3,434,655 2,960,524 CASH AND CASH EQUIVALENTS AT THE END 2,858,903 3,434,655 (414,190) 2,860,957 2,446,767 520,569 2,340,388 2,860,957 ANALYSIS OF CASH AND CASH EQUIVALENTS Favourable Balances Cash and Bank 499,964 430,541 Short Term Investments 2,475,667 3,134,194 Unfavourable Balances Bank Overdrafts (116,728) (130,080) TOTAL CASH AND CASH EQUIVALENTS 2,858,903 3,434,655 267,245 2,239,351 289,804 2,647,269 (59,829) 2,446,767 (76,116) 2,860,957 A Operating Profit Before Working Capital Changes Profit before Tax 2,350,653 1,959,898 2,448,237 Adjustments for: Finance Income 9 Dividend Income 6 Finance Cost 8 Change in Fair Value of Investment Property 16 Depreciation of Property, Plant and Equipment 14.1-14.2 (Profit) / Loss on Disposal of Property, Plant and Equipment Amortisation of Leasehold Properties 15 Amortisation of Intangible Assets 17 Provision /(Reversal) for Doubtful Debts 23 Gratuity Charge and Related Costs 29 Share Based Payment Expenses 27.2-27.3 Provision made on slow moving Inventory 22 (199,958) - 190 (28,792) 482,938 (434) 12,404 3,207 3,091 44,846 29,404 863 2,698,412 (165,046) (273,493) - (8,142) 283,110 1,959 - 294 460 25,437 26,929 - 1,851,406 (249,783) (273,493) 3,249 (268,564) 266,153 6,982 359 1,262 22,169 14,470 1,971,041 3,046,463 (305,042) - 3,287 (268,564) 455,964 4,346 12,404 3,874 8,413 40,692 17,966 8 3,019,811 Figures in brackets indicate deductions The accounting policies and notes as set out in pages 118 to 161 form an integral part of these Financial Statements. 117 118 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements The consolidated Financial Statements and presentation currency, which is Asian Hotels and Properties PLC is have been prepared in accordance the currency of the primary economic a public limited liability Company with Sri Lanka Accounting Standards environment in which the Holding incorporated and domiciled in Sri (LKAS/SLFRS) laid down by the Company operates. Each entity in Lanka and listed on the Colombo Institute of Chartered Accountants the Group uses the currency of the Stock Exchange. The registered office of Sri Lanka and the requirements of primary economic environment in and principal place of business of the Companies Act No. 7 of 2007. which they operate as their functional 1. REPORTING ENTITY currency. All values are rounded to company is located at No.77, Galle Road, Colombo 03. The consolidated The consolidated Financial Statements the nearest rupees thousand (Rs.’000) financial statements of the Company were authorized for issue by the Board except when otherwise indicated. as at and for the year ended 31st of Directors on 29th May, 2015. (d) March 2015 comprise the financial Use of estimates and judgments. information of the Company and its (b) Bases of Measurement The preparation of the Consolidated subsidiary; Trans Asia Hotels PLC The Financial Statements have been Financial Statements in conformity (together referred to as the ‘Group’ prepared on an accrual basis and with LKAS/SLFRS requires and individually as ‘Group entities’). under the historical cost convention management to make judgments, except for followings. Estimates and assumptions that affect the application of accounting policies The principal activities of the Company and the Group during the year were ● Freehold Land and Buildings which and the reported amounts of assets, hoteliering and property development. are measured at cost, at the time liabilities, income and expenses. There were no significant changes in of acquisition are subsequently Actual results may differ from these the nature of the principal activities of recognised at revalued amounts estimates. Estimates and underlying the Company and the Group during which are the fair values at assumptions are reviewed on an the financial year under review. the date of revaluation less ongoing basis. Revisions to accounting accumulated depreciation and estimates are recognised in the period impairment cost if any in which the estimates are revised The Group had 2,078 (2014 – 2,089) employees and the Company had ● Investment properties which are stated at fair values. 1,230 (2014- 1,234) employees as at the Reporting date. 2. BASIS OF PREPARATION (a) Statement of compliance ● Defined benefit obligations are and in any future periods affected. Judgments made by management in the application of LKAS/SLFRs measured at its present value, that have a significant effect on the based on an actuarial valuation as Financial Statements are mentioned explained in Note 29. below. ● Staff loans which are stated at amortised cost. The Financial Statements of the ● Valuation of property, plant and equipment - Note (d) Company and the Group comprise Presentation and Functional ● Valuation of investment property - the statements of financial position, (c) income, profit or loss and other Currency comprehensive income, changes in The Consolidated Financial ● Deferred taxation - Note (r) ii equity and cash flows together with Statements are presented in Sri ● Defined Benefit Plans - Note (k) the notes to the financial statements. Lankan Rupees, the Group’s functional Note (f) Asian Hotels and Properties Plc Annual Report 2014/15 (e) Changes to Accounting definition of fair value, it unifies the I. Level 1: Quoted prices (unadjusted) Policies and Adaptation of New definition of fair value as the price in active markets for identical Accounting Standards that would be received to sell an assets or liabilities. asset or paid to transfer liability in an Except for the changes below, the orderly transaction between market Group has consistently applied the participants at the measurement prices included in Level 1 that are accounting policies as set out in Note date prospectively. The change observable for the asset or liability, 4 to all periods presented in these had no significant impact on the either directly (i.e. as prices) or Consolidated Financial Statements. measurements of the Group’s assets indirectly (i.e. derived from prices). II. Level 2: Inputs other than quoted and liabilities, but the Group has The Group has adopted the following included new disclosures in the new standards and amendments to Financial Statements, which are or liability that are not based standards, including any consequential required under SLFRS 13. on observable market data amendments to other standards, with III. Level 3: Inputs for the asset (unobservable inputs). a date of initial application of 1st April Measurement of Fair Values: 2014: A number of the Group’s accounting If the inputs used to measure the policies and disclosures require the fair value of an asset or a liability SLFRS 10 - ‘Consolidated measurement of fair values for both fall into different levels of the fair Financial Statements’ financial and non-financial assets value hierarchy, then the fair value As a result of SLFRS 10, the Group and liabilities. Company regularly measurement is categorised in its has changed its accounting policy for reviews significant unobservable entirety in the same level of the fair determining whether it has control inputs and valuation adjustments. value hierarchy as the lowest level over and consequently whether it If third party information is used input that is significant to the entire consolidates other entities. SLFRS 10 to measure fair values, Company measurement. introduces a new control model that assesses the evidence obtained focuses on whether the Group has from the third parties to support the The Group recognises transfers power over an investee, exposure conclusion that such valuations meet between levels of the fair value or rights to variable returns from its the requirements of SLFRS, including hierarchy at the end of the reporting involvement with the investee and the the level in the fair value hierarchy period during which the change has ability to use its power to affect those in which such valuations should be occurred. returns. The Group reassessed its classified. Significant valuation issues control conclusions as of 1st January are reported to the Group’s Audit 2014. There are no changes in control Committee. When measuring the 3.COMPARATIVE INFORMATION conclusion from previous year. fair value of an asset or a liability, The presentation and classification i. the Group uses observable market of the Financial Statements of the SLFRS 13 - ‘Fair Value data as far as possible. Fair values previous years have been amended, Measurement’ are categorised into different levels where relevant for better presentation In accordance with SLFRS 13, in a fair value hierarchy based on and to be comparable with those of the Group has applied the new the inputs used in the valuation the current year. ii. techniques as follows: 119 120 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. 4. Accounting Policies (iii) The Accounting Policies set out below Subsidiaries are those enterprises On the loss of control, the Group have been applied consistently, controlled by the parent. Control derecognises the assets and liabilities except for the changes described in exists when the parent has the power, of the subsidiary, any non-controlling 1 (e), to all periods presented in the directly or indirectly to govern the interests and the other components of Financial Statements of the Company financial and operating policies of an equity related to the subsidiary. Any and the Group unless otherwise enterprise. Subsidiaries are controlled surplus or deficit arising on the loss of indicated. from the date the parent obtains control is recognised in profit or loss. control until the date that control If the Group retains any interest in the ceases. Asian Hotels and Properties previous subsidiary, then such interest PLC has the power to directly govern is measured at fair value at the date the financial and operating policies of that control is lost. Subsequently that Business combinations are accounted Trans Asia Hotels PLC, accordingly retained interest is accounted for as for using the acquisition method as at the entity is considered as a subsidiary an equity-accounted investee or as the acquisition date - i.e. when control of Asian Hotels and Properties PLC. an available-for-sale financial asset is transferred to the Group. Control is The total profits and losses for the depending on the level of influence the power to govern the financial and year, of the Company and of its retained. operating policies of an entity so as Subsidiaries included in consolidation to obtain benefits from its activities. In and all assets and liabilities of the assessing control, the Group takes into Company and of its Subsidiaries consideration potential voting rights included in consolidation are shown Intra-group balances and transactions, that are currently exercisable. in the consolidated statements of and any unrealised income and Income, other comprehensive income expenses arising from intra-group and financial position respectively. transactions, are eliminated in NCI are measured at their Minority interests which represents the preparing the Consolidated Financial proportionate share of the acquiree’s portion of profit or loss and net assets Statements. identifiable net assets, which are not held by the Group, are presented generally at fair value at the date of separately in the consolidated income (b) acquisition. statement and within equity in the Transactions in foreign currencies consolidated statement of financial are translated to the respective Changes in the Group’s interest in position, separately from parent functional currencies of Group entities a subsidiary that do not result in a shareholders’ equity. The consolidated at exchange rates at the dates of the loss of control are accounted for cash flow statement includes the transactions. Monetary assets and as transactions with owners in their cash flows of the Company and its liabilities denominated in foreign capacity as owners. Adjustments to Subsidiaries. currencies at the reporting date are (a) (i) (ii) Basis of consolidation Business combinations Non-controlling interests Subsidiaries (iv) (v) Loss of control Transactions eliminated on consolidation Foreign currency transactions non-controlling interests are based retranslated to the functional currency on a proportionate amount of the net at the exchange rate at that date. assets of the subsidiary. Asian Hotels and Properties Plc Annual Report 2014/15 The foreign currency gain or loss assets are recognised initially at fair Loans and receivables on monetary items is the difference value plus, in the case of assets not Loans and receivables are financial between amortised cost in the at fair value through profit or loss, assets with fixed or determinable functional currency at the beginning directly attributable transaction costs. payments that are not quoted of the year, adjusted for effective Purchases or sales of financial assets in an active market. After initial interest and payments during the that require delivery of assets within a measurement, such financial assets year, and the amortised cost in foreign time frame established by regulation are subsequently measured at currency translated at the exchange or convention in the marketplace amortised cost using the Effective rate at the end of the year. Non- (regular way trades) are recognised Interest Rate method (EIR), less monetary assets and liabilities that on the trade date, i.e., the date that the impairment. Amortised cost is are measured at fair value in a foreign Company and the Group commit to calculated by taking into account any currency are retranslated to the purchase or sell the asset. However, as discount or premium on acquisition functional currency at the exchange at each reporting date, the Company and fees or costs that are an integral rate at the date that the fair value was and the Group hold on only the part of the EIR. The EIR amortisation determined. Non-monetary items that financial assets categorised as ‘loans is included in finance income in the are measured based on historical cost and receivables’. income statement. The losses arising in a foreign currency are translated from impairment are recognised in the using the exchange rate at the date The Company and the Group initially of the transaction. Foreign currency recognise such loans and receivables differences arising on retranslation are on the date that they are originated. recognised in profit or loss. (i) Financial instruments Non-Derivative Financial De-recognition A financial asset is de-recognised Financial assets and liabilities are (c) income statement in finance costs. when: offset and the net amount presented in the statement of financial position ● The rights to receive cash flows when, and only when the Company from the asset have expired Assets Initial recognition and measurement and the Group have a legal right to Financial assets within the scope of to settle them on a net basis or to have transferred its rights to LKAS 39 are classified as financial realise the asset and settle the liability receive cash flows from the asset assets at fair value through profit or simultaneously. or has assumed an obligation to offset the amounts and intends either loss, loans and receivables, held-to- ● The Company and the Group pay the received cash flows in maturity investments, available-for- Subsequent measurement full without material delay to a sale financial assets, or as derivatives The subsequent measurement of third party under a ‘passthrough’ designated as hedging instruments in financial assets depends on their arrangement; and either an effective hedge, as appropriate. The classification and the Company and Company and the Group determine the Group only hold financial assets the classification of its financial assets categorised as loans and receivables. at initial recognition. All financial a) the Company and the Group have transferred substantially all the risks and rewards of the asset, or 121 122 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. (b) the Company and the Group have When a financial liability is recognised De-recognition neither transferred nor retained initially, an entity shall measure it A financial liability is de-recognised substantially all the risks and at its fair value plus, in the case of when the obligation under the liability rewards of the asset, but has a financial liability not at fair value is discharged or canceled or expires. transferred control of the asset. through profit or loss, transaction When an existing financial liability is costs that are directly attributable to replaced by another from the same When the Company and the the acquisition or issue of financial lender on substantially different terms, Group have transferred its rights to liability. The Company and the Group or the terms of an existing liability receive cash flows from an asset classify financial liabilities into the are substantially modified, such an or has entered into a passthrough other financial liabilities category. exchange or modification is treated as arrangement, and has neither Such financial liabilities are recognised a de-recognition of the original liability transferred nor retained substantially initially at fair value less any directly and the recognition of a new liability, all of the risks and rewards of the attributable transaction costs. and the difference in the respective asset nor transferred control of it, carrying amounts is recognised in the the asset is recognised to the extent Subsequent measurement of the Company and the Group’s The measurement of financial liabilities continuing involvement in it. In that depends on their classification and Amortised cost measurement case, the Company and the Group also the Company and the Group only hold The amortised cost of a financial asset recognise an associated liability. The financial liabilities categorised as other or liability is the amount at which the transferred asset and the associated financial liabilities. financial asset or liability is measured liability are measured on a basis that income statement. at initial recognition, minus principal reflects the rights and obligations that Other liabilities repayments and any impairment the Company and the Group have After initial recognition, other liabilities and plus/minus the cumulative retained are subsequently measured at amortisation using the effective amortised cost using the effective interest method of any difference Non-Derivative Financial interest rate method. Gains and between the initial amount recognised Liabilities losses are recognised in the income and the maturity amount. ii) statement when the liabilities are Initial recognition and measurement derecognised as well as through the Financial liabilities within the scope effective interest rate method (EIR) of LKAS 39 are classified as financial amortisation process. Amortised Basis of recognition liabilities at fair value through profit cost is calculated by taking into Property, plant and equipment are or loss, other financial liabilities, or as account any discount or premium on recognised if it is probable that future derivatives designated as hedging acquisition and fees or costs that are economic benefits associated with the instruments in an effective hedge, as an integral part of the EIR. The EIR asset will flow to the company and appropriate. The Company and the amortisation is included in finance the cost of the asset can be reliably Group determine the classification costs in the income statement. measured. of its financial liabilities at initial recognition. (d) Property, Plant, and Equipment Asian Hotels and Properties Plc Annual Report 2014/15 Basis of measurement If an asset's carrying amount is the estimated useful economic life of All items of property, plant and decreased as a result of a revaluation, such assets. The estimated useful life equipment are initially recorded at the decrease shall be recognised in of assets is as follows: cost. Where items of property, plant profit or loss. and equipment are subsequently Assets Years revalued, the entire class of such However, the decrease shall be assets is revalued at fair value. The recognised in other comprehensive Group applies cost model to property, income to the extent of any credit Plant and Machinery plant and equipment except for land balance existing in the revaluation Motor Vehicles and buildings and records at cost of surplus in respect of that asset. Floating Restaurant purchase or construction together The decrease recognised in other with any incidental expenses thereon comprehensive income reduces the less accumulated depreciation and amount accumulated in equity under any accumulated impairment losses. the heading of revaluation surplus. The carrying values of property plant and equipment are reviewed The revaluation surplus included for impairment when events or in equity in respect of an item of changes in circumstances indicate property, plant and equipment that the carrying value may not be may be transferred directly to recoverable. retained earnings when the asset is derecognised. The Group applies the re-valuation model to land and buildings. The De-recognition Group has adopted a policy of An item of property, plant and revaluing assets every five years. equipment are de-recognised upon replacement, disposal or when no If an asset's carrying amount is future economic benefits are expected increased as a result of a revaluation, from its use. the increase shall be recognised in other comprehensive income Any gain or loss arising on and accumulated in equity under de-recognition of the asset is included the heading of revaluation surplus. in the income statement in the year However, the increase shall be the asset is de-recognised. recognised in profit or loss to the extent that it reverses a revaluation Depreciation decrease of the same asset previously Depreciation is calculated by using recognised in profit or loss. a straight-line method on the cost or valuation of all property, plant and equipment, other than freehold land, in order to write off such amounts over Buildings 75 10-20 Furniture,Furnishings Equipment 4-10 18 5-15 Computers Base Stock/Circulating Assets 5 3-10 The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each financial year end. Buildings of the subsidiary are depreciated using reducing balance method in order to depreciate over the balance lease period of 65 years. Depreciation of an assets ceases at the earlier of the date that the asset is classified as held for sale and the date that asset is de-recognised. (e) Leasehold property Prepaid lease rentals paid to acquire land use rights are amortised over the lease term in accordance with the pattern of benefits provided. Leasehold property comprising of land use rights and stated at valuation,are amortised on a straight line basis over the remaining lease term. 123 124 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. Trans Asia Hotels PLC – The leasehold Accounting Standard 40 “Investment amortised on a straight line basis in the land is for 99 years commencing 7th Property” (LKAS 40). Income Statement from the date on August 1981 and is being amortised which the asset was available for use, over a period of 94 years commencing (g) Intangible assets over the best estimate of its useful life. from 1st April 1986. An intangible asset is an identifiable The estimated useful life of software non monitory asset without physical is 5 years. The amortisation period substance held for use in the and the amortisation method for an (f) Investment properties production or supply goods or other intangible asset with a finite useful life Basis of Recognition services, rental to others or for are reviewed at least at each financial Investment properties are initially administrative purposes.An intangible year-end. recognised at cost. Subsequent to asset is initially recognised at cost, if initial recognition the Investment it is probable that future economic Amotisation shall cease at the earlier Properties are stated at fair value, benefit will flow to the enterprise, and of the date that the asset is classified which reflects market conditions at the the cost of the asset can be measured as held for sale or the date that asset Statement of Financial Position date. reliably. Following initial recognition, is de-recognised. intangible assets are carried at cost Basis of Measurement less any accumulated amortisation (iii) Investment properties are revalued and any accumulated impairment An intangible asset is de-recognised where necessary to ensure that losses. on disposal or when no future the carrying amount does not differ De-recognition economic benefits are expected from materially from fair values at the (i) Balance Sheet date, and are revalued All computer software costs incurred, at least once in three years. Gains licensed for use by the Group, which (h) or losses arising from changes in are not integrally related to associated Inventories are valued at the lower fair value are included in the profit hardware, which can be clearly of cost and net realisable value. Net or loss in the year in which they identified, reliably measured and it’s realisable value is the estimated arise. Investment properties are probable that they will lead to future selling price less estimated costs of de-recognised when disposed of, economic benefits, are included in completion and the estimated costs or permanently withdrawn from use the Statement of Financial Position necessary to make the sale. because no future economic benefits under the category intangible assets are expected. and carried at cost less accumulated (i) amortisation and any accumulated Cash and short-term deposits in impairment losses. the statement of financial position Any gains or losses on retirement Computer software or disposal are recognised in profit its use and subsequent disposal. Inventories Cash and Cash Equivalents comprise cash at banks and on or loss in the year of retirement or (ii) disposal. Transfers are made to and Intangible assets with finite lives a maturity of three months or less. from investment property only when are amortised over the estimated For the purpose of the cash flow there is a change in use in accordance useful economic life and assessed statement, cash and cash equivalents with the criteria listed in Sri Lanka for impairment whenever there is an consist of cash Amortisation indication that the intangible asset may be impaired. Intangible assets are hand and short-term deposits with Asian Hotels and Properties Plc Annual Report 2014/15 and short-term deposits as defined whether there is objective evidence are recognised in profit or loss and above, net of outstanding bank that it is impaired. A financial asset is reflected in an allowance account overdrafts. impaired if there is objective evidence against loans and receivables or of impairment as a result of one or held-to maturity investment securities. more events that occurred after the Interest on the impaired asset The recoverable amount of an asset initial recognition of the asset, and that continues to be recognised. When an or Cash Generating Unit (CGU) is loss event(s) had an impact on the event occurring after the impairment the greater of its value in use and estimated future cash flows of that was recognised causes the amount its fair value less costs to sell. In asset that can be estimated reliably. of impairment loss to decrease, (j) Impairment assessing value in use, the estimated the decrease in impairment loss is future cash flows are discounted to Objective evidence that financial their present value using a pre-tax assets are impaired includes default or discount rate that reflects current delinquency by a debtor, restructuring (iii) market assessments of the time of an amount due to the company The carrying amounts of the Company value of money and the risks specific on terms that the Company and the and the Group non-financial assets, to the asset or CGU, or impairment Group would not consider otherwise, other than inventories and deferred tax testing, assets are grouped together indications that a debtor or issuer will assets, are reviewed at each reporting into the smallest group of assets enter bankruptcy, adverse changes date to determine whether there is that generates cash inflows from in the payment status of borrowers any indication of impairment. If any continuing use that are largely or issuers, economic conditions such indication exists, then the asset’s independent of the cash inflows of that correlate with defaults or the recoverable amount is estimated. An other assets or CGUs. Impairment disappearance of an active market for impairment loss is recognised if the losses are recognised in profit or a security. carrying amount of an asset exceeds loss. Impairment losses recognised reversed through profit or loss. Non-Financial Assets its recoverable amount. in respect of CGUs are allocated to (ii) reduce the carrying amounts of the Assets carried at amortised cost other assets in the CGU (group of The Company and the Group consider CGUs) on a pro-rata basis. evidence of impairment for financial (i) Impairment losses on Financial (k) Employee Benefits Defined contribution plans assets measured at amortised cost Employees’ Provident Fund and For other assets, an impairment loss (loans and receivables) at specific Employees’ Trust Fund (EPF & ETF) are is reversed only to the extent that asset level. All individually significant recognised as incurred. the asset’s carrying amount does assets are assessed for specific not exceed the carrying amount that impairment. would have been determined, net Employees are eligible for Employees’ Provident Fund contributions and of depreciation or amortisation, if no An impairment loss in respect of a Employees’ Trust Fund contributions impairment loss had been recognised. financial asset measured at amortised in line with respective statutes and cost is calculated as the difference regulations. (i) Impairment of Non-derivative between its carrying amount and the Financial Assets present value of the estimated future The Company and the Group Financial assets are assessed at cash flows discounted at the asset’s contribute 3% of gross emoluments each reporting date to determine original effective interest rate. Losses of employees to the Employees’ 125 126 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. ● The amount initially recognised Trust Fund. Company contributes constructive) as a result of a past 15 % & subsidiary contributes 12 % of event, it is probable that an outflow less, when appropriate, cumulative gross emoluments of employees to of resources embodying economic amortisation recognised in Employees’ Provident Fund. benefits will be required to settle the accordance with the guidance for obligation and a reliable estimate revenue recognition (LKAS 18) (ii) Defined benefit plans can be made of the amount of the A defined benefit plan is a post- obligation. Where the Company Contingent assets are disclosed, employment benefit plan other than a and the Group expect some or all where inflow of economic benefit is defined contribution plan. of a provision to be reimbursed, for probable but not virtually certain. example under an insurance contract, The Company and the Group are liable the reimbursement is recognised as (n) to pay retirement benefits under the a separate asset but only when the Revenue is recognised to the extent Payment of Gratuity Act, No. 12 of 1983. reimbursement is virtually certain. The that it is probable that the economic Revenue recognition expense relating to any provision is benefits will flow to the Group, and the The liability recognised in the presented in the income statement net revenue and associated costs incurred statement of financial position is the of any reimbursement. or to be incurred can be reliably present value of the defined benefit obligation at the reporting date. measured. Revenue is measured at If the effect of the time value of the fair value of the consideration money is material, provisions are received or receivable, net of trade The defined benefit obligation is discounted using a current pre-tax discounts and value added taxes, after calculated by a qualified actuary rate that reflects, where appropriate, eliminating sales within the Group. The as at the reporting date using the the risks specific to the liability. Where following specific criteria are used for Projected Unit Credit (PUC) method discounting is used, the increase in the recognition of revenue: as recommended by LKAS 19 - provision due to the passage of time is ‘Employee Benefits’. Such actuarial recognised as a finance cost. (i) (m) Contingent Assets and Revenue is recognised on the rooms Contingent Liabilities occupied on daily basis and food and The liability is not externally funded. All contingent liabilities are disclosed beverages and hotel related sales are All Actuarial gains or losses are as a note to the financial statements accounted for at the time of sale. recognised immediately in the other unless the outflow of resources comprehensive income. Under the is remote. A contingent liability (ii) Payment of Gratuity Act No. 12 of 1983, recognised in a business combination Interest income is recognised on an the liability to an employee arises is initially measured at its fair value. accrual basis. only on completion of five-years of Subsequently, it is measured at the continued service. higher of: valuations will be carried out every year. Income from Hotel/ Restaurants (iii) Interest Income Rental Income Rental income is recognised on an (l) Provisions ● The amount that would be Provisions are recognised when recognised in accordance with the the Company and the Group have general guidance for provisions a present obligation (legal or above (LKAS 37) or accrual basis. Asian Hotels and Properties Plc Annual Report 2014/15 (iv) Dividend Income (o) Expenditure recognition (r) Income Tax Expenses Dividend income is recognised on a Expenses are recognised in the Income tax expenses comprise of cash basis. income statement on the basis of a current and deferred tax. direct association between the cost (v) Other Gains and Losses incurred and the earning of specific (i) Net gains and losses of a revenue items of income. All expenditure The subsidiary company is liable for nature arising from the disposal of incurred in the running of the business taxation at a rate of 12% in terms of property, plant and equipment and and in maintaining the property, Section 46(1) of the Inland Revenue other non current assets, including plant and equipment in a state of Act No.10 of 2006 and amendments investments, are accounted for in the efficiency has been charged to the thereto, on its profits derived from income statement, after deducting income statement. For the purpose of “promotion of tourism”. from the proceeds on disposal, the presentation of the income statement, carrying amount of such assets and the “function of expenses” method In accordance with BOI agreement the related selling expenses. has been adopted, on the basis that dated 11th March 1994 the profits and it presents fairly the elements of the income of the company were exempt Company and Group’s performance. from taxation until 2014 and at the (vii) Other Income Other income is recognised on an Current Taxation expiry of said period the following accrual basis. Net gains and losses (p) Guaranteed Rental options were available for the of a revenue nature arising from Losses, if any, of guaranteed rentals Company. the disposal of property, land and will be accounted for in the year equipment and other non current in which they occur. A provision assets, including investments, is recognised if the best estimate assessment shall be computed at are accounted for in the income indicates a loss. 2% of the turnover of the Company statement, after deducting from the (a) Income tax payable for the year of or; proceeds on disposal, the carrying (q) Segment Reporting amount of such assets and the related A segment is a distinguishable Inland Revenue Laws for the time selling expenses. Gains and losses component of the Company that is being imposed arising from activities incidental to the engaged either in providing products main revenue generating activities or services which are subject to The Board of the Company resolved to and those arising from a Group of risks and rewards that are different compute the income tax payable at 2% similar transactions, which are not from those of other segments. of the turnover of the company with material are aggregated, reported and The rental income generated from effective from 01st April 2014. presented on a net basis. Any losses the Commercial Centre which is arising from guaranteed rentals are categorised as Investment Property is The Group is liable for Income Tax on accounted for in the year of incurring shown separately. any other income at 28%. the same. A provision is recognised if the projection indicates a loss. (b) To adapt the provisions of the 127 128 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. (ii) Deferred Taxation with the Sri Lanka Accounting The employee remuneration expense Deferred taxation is provided using the Standard LKAS 7. The cash and cash resulting from the John Keells Statement of Financial Position liability equivalent include cash in-hand, Holdings PLC’s share option scheme method providing for temporary balances with banks and money at call to the employees of Asian Hotels and difference between the carrying and short notice. Properties PlC is recognised in the amount of assets and liabilities for income statement of the company. financial reporting purposes and the (u) amounts used for taxation purposes. The Board of Directors is responsible a cash outflow to the company and The amount of deferred tax provided for the preparation and presentation of expense recognised is met with is based on the expected manner the Financial Statements. This is more a corresponding equity reserve of realisation or settlement of the fully described under the relevant increase, thus having no impact on carrying amount of assets and clause in the Directors’ Report. the Statement of Financial Position Directors’ Responsibility liabilities using tax rates enacted or This transaction does not result in (SOFP). The fair value of the options substantively enacted by the reporting (v) date. Deferred tax assets including In accounting for employee Keells Holdings PLC using and option those related to tax effects of income remuneration in the form of shares, model and the relevant details are tax losses and credits available to be SLFRS 2 – Share based payments, is communicated by the John Keells carried forward, are recognised only effective for the Company’s parents Holdings PLC to all applicable to the extent that it is probable that entity John Keells Holdings Plc, from subsidiary companies. future taxable profit will be available the financial year beginning 2013/14. Share based payments against which the asset can be utilised. granted is determined by the John (w) New accounting standards not Deferred tax assets are reviewed at Employees of the company receive effective at the reporting date each reporting date and are reduced remuneration in the form of share The following SLFRSs have been to the extent that is no longer based payment transactions, whereby issued by the Institute of Chartered probable that the related tax benefit employees render services as Accountants of Sri Lanka (CA Sri will be realised. consideration for equity instruments of Lanka) that have an effective date the Parent entity John Keells Holdings in the future and have not been PLC (equity settled transactions). applied in preparing these Financial Period The cost of the employee services Statements. Those SLFRSs will have All material events after the received in respect of the shares or an effect on the accounting policies reporting date has been considered share options granted is recognised in currently adopted by the Company and appropriate adjustments or the income statements over the period and may have an impact on the future disclosures have been made in the that employees provide services, from Financial Statements. respective Notes to the Financial the time when the award is granted up Statements. to the vesting date of the options. The Standards issued but not yet overall cost of the award is calculated adopted which may have an impact s) (t) Events after the Reporting Cash Flow Statement using the number of share options The Cash Flow Statement has been expected to vest and the fair value of SLFRS 9 “Financial Instruments prepared using the “Indirect Method” the options at the date of grant. Classification and Measurement” of preparing Cash Flows in accordance Asian Hotels and Properties Plc Annual Report 2014/15 The objective of this SLFRS is to The following new or amended establish principles for the financial standards are not expected to have reporting of financial assets and an impact of the Group’s Financial financial liabilities that will present Statements. relevant and useful information to users of financial statements for their i. SLFRS 14 - Regulatory Deferral assessment of the amounts, timing Accounts – effective from 01st and uncertainty of an entity’s future January 2016 cash flows. ii. Agriculture: Bearer Plants An entity shall apply this SLFRS to (Amendments to LKAS 16 and all items within the scope of LKAS 39 LKAS 41) – effective from 01st Financial Instruments: Recognition and January 2016 Measurement. SLFRS 9 is effective for annual period beginning on or after 1st January 2018 with early adoption permitted. The Group is assessing the potential impact on its Financial Statements resulting from the application of SLFRS. Standards issued but not yet adopted which may not have significant impact SLFRS 15 Revenue from contracts with customers – effective from 1st January 2017. Standards issued but not yet adopted which is not expected to have an impact 129 130 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. For the year ended 31st March Rs.’000 5. 2015 GROUPCOMPANY 2014 2015 2014 REVENUE Gross Revenue Value Added Tax Net Revenue 9,095,286 (1,015,134) 8,080,152 9,301,184 (1,045,035) 8,256,149 5,951,652 (657,572) 5,294,080 5,976,629 (659,943) 5,316,686 For the year ended 31st MarchCOMPANY In Rs.’000s 2015 2014 6. DIVIDEND INCOME Dividend from Subsidiary (Trans Asia Hotels PLC) 273,493 273,493 273,493 273,493 For the year ended 31st March GROUPCOMPANY In Rs.’000s2015201420152014 7. OTHER OPERATING INCOME Exchange Gain 13,386 19,172 7,213 12,989 Profit/(Loss) on Disposal of Property, Plant & Equipment 434 (4,347) (1,959) (6,983) Car Park Income 19,949 16,944 19,949 16,944 Promotional Income 20,674 18,658 20,674 18,658 Taxi Line Commission 9,445 11,397 9,445 11,397 Sundry Income 16,635 13,722 15,201 9,256 80,523 75,546 70,523 62,261 For the year ended 31st March In Rs.’000s 8. GROUPCOMPANY 2015 2014 2015 2014 FINANCE COST Finance cost on other financial instruments 190 3,287 -3,249 190 3,287 - 3,249 Asian Hotels and Properties Plc Annual Report 2014/15 For the year ended 31st March In Rs.’000s 9. 2015 GROUPCOMPANY 2014 2015 2014 FINANCE INCOME Interest income on a loan to employees Income from short term investments 2,028 197,930 199,958 For the year ended 31st March In Rs.’000s 2015 2,197 302,845 305,042 2,028 163,018 165,046 2,197 247,586 249,783 GROUPCOMPANY 2014 2015 2014 10. PROFIT BEFORE TAX Profit Before Tax is stated after charging all expenses including the following Remuneration to Executive Directors 59,211 Remuneration to Non-Executive Directors 10,335 55,327 6,000 59,211 4,770 55,327 2,880 Remuneration to Auditors Audit fee 1,567 Audit related service - fee 190 1,500 465 1,000 133 960 335 Defined benefit plan cost 44,846 39,732 25,437 22,169 Defined contribution plan cost - EPF and ETF 124,544 116,334 81,573 74,089 Staff Expenses 1,350,533 1,174,055 810,535 700,534 Depreciation of Property, Plant and Equipment 482,938 455,964 283,110 266,153 Amortisation Lease Hold Property 12,404 12,404 - Donations 26,932 21,087 16,089 13,983 Amortisation of Intangible Assets 3,207 3,912 294 397 Impairment losses on Trade and other receivables 3,0918,413 460 1,262 131 132 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. For the year ended 31st March In Rs.’000s 11. 2015 GROUPCOMPANY 2014 2015 2014 INCOME TAX EXPENSE Current income tax Current tax charge (Note 11.1) Provision for Deferred tax (Note 11.2) 10% Withholding tax on inter company dividends 229,372 3,436 30,388 263,196 189,466 8,098 30,388 227,952 153,164 - - 153,164 69,025 69,025 The profits of Trans Asia Hotels PLC, being involved in the promotion of tourism has been taxed on its adjusted profit at 12% in terms of the Inland Revenue Act Number 10 of 2006 and the amendment thereto. Income Tax on other income has been provided at the normal tax rate of 28% (2014 - 28%). In accordance with BOI agreement dated 11th March 1994 the profits and income of the company were exempt from taxation until year 2014. “The Board of Directors of the Asian Hotels and Properties PLC (Company) resolved to compute the income tax payable at 2% of the turnover of the company with effective from 1st April 2014. Income Tax of Asian Hotels and Properties PLC (Company) on other income has been provided at the normal tax rate of 28% (2014 -28%). Asian Hotels and Properties Plc Annual Report 2014/15 For the year ended 31st March In Rs.’000s 11.1 Reconciliation between Income Tax Expense and the Product of Accounting Profit Profit Before Tax Exempt Profits Disallowable expenses Accounting profit / (loss) chargeable to income taxes 2015 2,350,653 (275,563) 3,841,440 5,916,530 GROUPCOMPANY 2014 2015 2014 3,046,463 (2,202,644) - 843,819 1,959,898 (274,549) 3,841,440 5,526,789 2,448,237 (2,201,718) 246,519 Disallowable expenses Tax effect on chargeable profits 246,906 190,583 153,138 Tax effect on disallowable Expenses 3,3725,298 - Tax effect on aggregate Allowable expenses (2,478) - - Qualifying Payment Relief -(170) - Tax effect on adjustment to opening Deferred tax liability (1,681)(20) - Under provision for previous years (13,311)1,873 26 Tax on inter company dividend 30,38830,388 - 263,196 227,952 153,164 69,025 69,025 Income Tax charged at Standard rate 28% - CSE Listed Companies (2014 - 28%) 70,680 98,885 45,857 Other concessionary rates (2% on Revenue) 107,281 - 107,281 Concessionary rate of 12% - (2014 - 12%) 64,722 88,708 - Under provision for previous years (13,311)1,873 26 Current income tax charge 229,372 189,466 153,164 69,025 69,025 133 134 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. For the year ended 31st March In Rs.’000s 11.2 Provision for Deferred Tax Deferred Tax arising from Accelerated Depreciation for tax purposes Post-Employment Medical Benefits Total Deferred Tax Charge Impact of actuarial adjustment on gratuity Total Deferred Tax Charge (Reverse) 2015 GROUPCOMPANY 2014 2015 2014 4,064 9,123 - (628)(1,025) - 3,436 8,098 - 215-- 3,651 8,098 - - Deferred tax liability have been computed taking in to consideration the tax rate of 12% applicable for the tourism industry. 12. EARNINGS PER SHARE The Basic Earnings per Share is based on the profit attributable to Asian Hotels & Properties PLC. For the year ended 31st March In Rs.’000s Net Profit for the Year Number of Ordinary Shares Basic Earnings per Share (Rs.) For the year ended 31st March In Rs.’000s 13. 2015 GROUPCOMPANY 2014 2015 2014 1,756,629 2,397,946 1,806,734 2,379,212 442,775 442,775 442,775 442,775 3.975.424.085.37 2015 GROUPCOMPANY 2014 2015 2014 DIVIDEND PER SHARE Final Dividend Paid - 2012/2013 Interim Dividend Paid - 2013/2014 Final Dividend Paid - 2013/2014 Interim Dividend - 2014/2015 Total Dividends Dividend Per Share (Rs.) - - 1,328,326 442,775 1,771,101 4.00 1,328,326 442,775 - - 1,771,101 4.00 - - 1,328,326 442,775 1,771,101 4.00 1,328,326 442,775 1,771,101 4.00 Asian Hotels and Properties Plc Annual Report 2014/15 Outdoor Plant & Base Furniture, As at 31 st March Car park Machinery Stock & Fittings & Freehold Land Buildings In Rs. ‘000sDevelopment 14. Circulating Motor Vehicles Equipment Capital Total Total Work In 2015 2014 Progress PROPERTY, PLANT AND EQUIPMENT 14.1Group Cost or Valuation At the Beginning of the Year 10,018,325 6,441,156 11,783 1,278,154 1,339,063 1,823,396 79,617 Additions - 32,442 - 167,802 137,269 177,551 8,571 486,303 Disposals - - - (121,580) (49,658) (82,320) (7,613) - 1,212,945 474,295 - - - - - - Revaluation - (160,097) - - - - - - Transfers to investment property - - - (20,173) - (2,094) - - Revaluations Gain 12,988 21,004,482 20,427,841 673,517 1,009,938 (96,390) (261,171) - 1,687,240 Depreciation adjustment on Transfers from work-in-progress At the End of the Year - 18,744 - 41,971 - 23,852 - 11,231,270 6,806,540 11,783 1,346,174 1,426,674 1,940,385 80,575 (84,567) - (160,097) (22,267)(486) - 414,724 23,258,125 21,004,482 Accumulated Depreciation At the Beginning of the Year - 122,792 4,323 712,948 781,875 846,608 24,549 - 2,493,095 2,118,858 Charge for the Year - 125,303 1,178 50,055 176,242 121,742 8,418 - 482,938 455,964 Disposals - - - (117,359) (42,580) (74,115) (7,613) - (241,667)(81,725) Revaluations - (160,097) - - - - - - (160,097) Transfers to investment property - - - (18,412) - (1,652) - - (20,064) At the End of the Year - 87,998 5,501 627,232 915,537 892,583 25,354 - 2,554,205 2,493,097 Carrying Value As at 31st March 2015 11,231,270 6,718,542 6,282 718,942 511,137 1,047,802 55,221 As at 31st March 2014 10,018,325 6,318,364 7,460 565,206 557,188 976,788 55,068 Note-14.1. a 414,724 20,703,92012,988 - 18,511,385 Freehold Land and Buildings of the Parent were valued by M/s. P.B. Kalugalagedara & Associates, an independent Chartered Valuer as at 31st March 2015, and the book values were written up to correspond with the valuation. Had the revalued Buildings of the Group been included at cost, the carrying value of the said asset would amount to Rs. 4,507 Mn. (Rs. 4,368 Mn in 2014) Had the revalued Land of Group been included at cost, the carrying value of the said asset would amount to Rs. 470 Mn. (Rs. 470 Mn in 2014). (Details of the fair value hierarchy is given in note 14.3). Note-14.1. b Details of Groups’ Land and Building stated at valuation are indicated below Property Land /Building Extent Location Land 1 A08 - R0- P05.08 No 77, Galle Road, Colombo 03 Building- Stage(1) 348,818 Sq Ft No 77, Galle Road, Colombo 03 Building- Stage (11) & (111) 299,975 Sq Ft No 77, Galle Road, Colombo 03 Company Building 1 145,196 Sq Ft No 89, Galle Road, Colombo 03 Subsidiary Building 1 55,548 Sq Ft No. 117, Sir Chittampalam A. Gardiner Mawatha, Colombo 02. Land A01 - R02- P30.0 No. 117, Sir Chittampalam A. Gardiner Mawatha, Colombo 02. Building 1 316,067 Sq Ft No. 115, Sir Chittampalam A. Gardiner Mawatha, Colombo 02. Land A05 - R02- P34.28 No. 115, Sir Chittampalam A. Gardiner Mawatha, Colombo 02. Free hold Land and Building Company Investment Properties Lease hold Properties Subsidiary 135 136 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. Note-14.1. c The vessel of floating restaurant of the Subsidiary has been classified under Motor Vehicles. Note-14.1. d The cost of the fully depreciated assets in the Group which are still in use of the Company amounting Rs. 1,021.07 Mn. (in 2014 Rs. 390.58 Mn). Note-14.1. e There are no assets pledged that required to disclose in the Group. Note-14.1. f Transfer to investment Property During 2015, equipment were transferred to investment property (See Note 16), because it was no longer used by the Group and it was decided that the equipment would be leased to a third party. Immediate before the transfer the Group remeasured the property to fair value and note changes with carrying value of assets. Outdoor Plant & Base Furniture, Motor Capital Total Total As at 31 st March Car park Machinery Stock & Fittings & Vehicles Work In 2015 2014 In Rs. ‘000sDevelopment Circulating Equipment Progress 4,441 16,400,740 16,162,137 14. Freehold Land Buildings PROPERTY, PLANT AND EQUIPMENT (contd.) 14.2Company Cost or Valuation At the Beginning of the Year 10,018,325 3,923,265 11,783 780,572 578,178 1,069,419 14,757 Additions - 10,099 - 126,129 87,103 141,864 - 472,898 Disposals - - - (112,827) (36,448) (50,519) - - 1,212,945 474,295 - - - - - - Revaluation - (160,097) - - - - - - Transfers to investment property - - - (20,173) - (2,094) - - Revaluations Gain 838,093 301,131 (199,794) (62,042) 1,687,240- Depreciation adjustment on Transfers from work-in-progress - (160,097) (22,267)- - 17,616 - 41,971 - 23,852 - 11,231,270 4,265,178 11,783 815,672 628,833 1,182,522 14,757 At the Beginning of the Year - 79,962 4,323 470,669 286,246 497,507 8,434 - 1,347,141 1,132,998 Charge for the Year - 80,135 1,178 29,265 94,384 75,197 2,951 - 283,110 266,153 Disposals - - - (111,935) (32,819) (45,948) - - (190,702)(52,009) Revaluations - (160,097) - - - - - - (160,097)- Transfers to investment property - - - (18,412) - (1,652) - - At the End of the Year - - 5,501 369,587 347,811 525,104 11,385 - At the End of the Year (83,439) (486) - 393,900 18,543,915 16,400,740 Accumulated Depreciation (20,064)1,259,388 1,347,142 Carrying Value As at 31st March 2015 11,231,270 4,265,178 6,282 446,085 281,022 657,418 3,372 As at 31st March 2014 10,018,325 3,843,303 7,460 309,903 291,932 571,912 6,323 Note-14.2 a 393,900 17,284,5274,441 - 15,053,598 Freehold Land and Buildings of the Company were valued by M/s. P. B. Kalugalagedara & Associates, an independent Chartered Valuer as at 31st March 2015, and the book values were written up to correspond with the valuation. Had the revalued Buildings of the company been included at cost, the carrying value of the said asset would amount to Rs. 3,149 Mn. (Rs. 3,170 Mn in 2014) Had the revalued Land been included at cost,the carrying value of the said asset would amount to Rs. 470 Mn. (Rs. 470 Mn in 2014). Note-14.2 b The cost of the fully depreciated assets which are still in use of the Company amounting Rs. 467.19 Mn. (in 2014 Rs. 666.17 Mn). Note-14.2 c There are no assets pledged that required to disclose in the Company. The Company has started construction of new human resource building and cost incurred up to 31st March 2015 totaling to 312.5 Mn (2014:Nil) . Asian Hotels and Properties Plc Annual Report 2014/15 Method of valuation Effective date of valuation Property valuer Open market value method 31-Mar-2013 P B Kalugalagedara, Chartered Valuation Surveyor Investment Summation basis 31-Mar-2015 P B Kalugalagedara, Chartered Valuation Surveyor 137 14.3 Details of Group’s land, building and other properties stated at valuation are indicated below; Buildings on leasehold land of Trans Asia Hotels PLC. Land and building of Asian Hotels and Properties PLC. (i) Fair Value Hierarchy The fair value of property was determined by an external independent property valuer, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued. The fair value measurement for all of properties has been categorised as level 03 fair value based on the input to the valuation technique used. (ii) Valuation Technique and Significant Unobservable Inputs The following table shows the valuation technique used in measuring the fair value of property, as well as the significant unobservable inputs used: Valuation Technique Significant Unobservable Inputs Interrelationship between Key Unobservable Inputs and Fair Value Measurements Open market value method; Estimated open market price per square feet Positive correlated sensitivity Summation method; Estimated constructed cost per square feet Positive correlated sensitivity Group As at 31st March 2015 2014 In Rs. ‘000s 15.LEASEHOLD PROPERTY At the beginning of the year Amortisation for the year At the end of the year 818,664 (12,404) 806,260 831,068 (12,404) 818,664 The leasehold property is amortised on a straight line basis over 74 years. The remaining period of lease as at 31st March 2015 was 65 years. Land extentLeaseGroup Property (in acres) period In Rs. ‘000s 2015 2014 15.1 Details of leasehold property Trans Asia Hotels PLC. 806,260 818,664 Colombo 7.65 99 years from 07-08-1981 806,260 818,664 138 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. As at 31st March In Rs. ‘000s Group 2015 2014 Company 2015 2014 16.INVESTMENT PROPERTY At the beginning of the year 3,904,514 3,618,750 2,146,264 1,860,500 Additions - 16,714 - 16,714 Net transfers from PPE 2,202 486 2,202 486 Change in fair value during the year 28,792 268,564 8,142 268,564 At the end of the year 3,935,508 3,904,514 2,156,608 2,146,264 16.1 Valuation details of investment property Investment properties of the Group were valued by a qualified professional valuer as at 31st March 2015, Details of which are as follows; In order to adopt the Fair Value model on Investment Property, as per Sri Lanka Accounting Standard 40 “Investment Property” the Land & Building classified as Investment Property of Asian Hotels and Properties PLC which includes Crescat Boulevard was valued by Mr. P.B. Kalugalagedera, a Chartered Valuation Surveyor using investment method of valuation on 01st of April 2005 (date of adoption of the Standard), 31st March 2006, 31st March 2007, 31st March 2009, 31st March 2011, 31st March 2012,31st March 2013,31st March 2014 and 31st March 2015 respectively. The Commercial Centre of Trans Asia Hotels PLC was valued by Messrs. A.Y. Daniel and Sons, a Professional Valuer using accredited contractor (cost) method of valuation on 1st April 2005, 31st March 2006, 31st March 2009 respectively. The Commercial Centre of Trans Asia Hotels PLC was valued by Mr. P.B. Kalugalagedera, a Chartered Valuation Surveyor using the Market Value Method on 31st March 2011, 31st March 2012,31st March 2013 and 31st March 2015 respectively. Changes in the values are recognised as gains in profit or loss. All gain are unrealised. Rental Income earned from Investment Property by the Company and Group amounted to Rs. 309 Mn (2014 Rs. 288 Mn) and Rs. 370 Mn (2014 Rs. 349 Mn) respectively. Direct Operating Expenses incurred by the Company and Group amounted to Rs. 72 Mn (2014 Rs. 79 Mn) and Rs. 78Mn (2014 Rs. 86 Mn) respectively. The significant assumptions used by the valuer in the years 2014 and 2015 are as follows; As at 31 MarchMethod of Property Valuation Asian Hotels and Properties PLC. Crescat Boulevard, Colombo 3 Income capitalisation approach Trans Asia Hotels PLC. * Commercial Centre, Colombo 2 Open market value based on annual rent Asian Hotels and Properties Plc Annual Report 2014/15 16.2 (i) Fair Value Hierarchy The fair value of property was determined by an external independent property valuer, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued. The fair value measurement for all of properties has been categorised as level 03 fair value based on the input to the valuation technique used. (ii) Valuation Technique and Significant Unobservable Inputs The following table shows the valuation technique used in measuring the fair value of investment property, as well as the significant unobservable inputs used: Valuation Technique Significant Unobservable Inputs Interrelationship between Key Unobservable Inputs and Fair Value Measurements Income capitalisation approach Estimated net rental income and rental period Positively correlated sensitivity Open market value based on annual rent Estimated market rental rate per square Positively correlated sensitivity feet and rental period As at 31st March In Rs. ‘000s 17. 2015 GROUPCOMPANY 2014 2015 2014 INTANGIABLE ASSETS Computer Software Cost At the Beginning of the Year 33,426 32,804 9,009 8,710 Additions 800 1,020 - 697 Transfers - (398) - (398) At the End of the Year 34,226 33,426 9,009 9,009 Accumulated Amortisation At the Beginning of the Year 28,161 24,287 8,007 7,648 Amortisation 3,207 3,912 294 397 Transfers - (38) - (38) At the End of the Year 31,368 28,161 8,301 8,007 Carrying value As at 31 March 2,858 5,265 708 1,002 139 140 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. 18. INVESTMENTS IN SUBSIDIARIES 2015 Number of shares Trans Asia Hotels PLC At Cost (Quoted) 86,823,028 2014 Number of shares Trans Asia Hotels PLC At Cost (Quoted) 86,823,028 Effective Cost of holding %Investment 43.41% Market Value 660,045 8,161,365 Effective Cost of holding %Investment Market Value 43.41% 660,045 6,937,160 NCI in subsidiary The following table summarises the information relating to the Group's subsidiary that has NCI. NCI percentage56.59%56.59% 2015 2014 Non current assets 3,401,673 Current assets 507,743 Non current liabilities (255,255) Current liabilities (265,684) Net assets 3,388,477 Carrying amount of NCI 3,388,477 3,421,500 539,398 (251,249) (258,162) 3,451,487 3,451,487 Revenue 1,576,638 Profit 330,827 Other comprehensive income 891 Total Comprehensive income allocated to NCI 331,718 1,663,442 420,566 (618) 419,948 Cash flow from operating activities 395,154 Cash flow from investing activities (90,453) Cash flow from financing activities (396,130) Net increase in cash and cash equivalents (91,429) 576,655 (206,804) (396,130) (26,279) As at 31st March In Rs. ‘000s 2015 GROUPCOMPANY 2014 2015 2014 19.LONG TERM INVESTMENTS Sri Lanka Hotel & Tourism (-) Fall in value of the Investment 100 (100) - 100 (100) - 100 (100) - 100 (100) - The Company has fully provided for the above investment during the year 2009/2010, due to the non recoverability of the same. Asian Hotels and Properties Plc Annual Report 2014/15 As at 31st March In Rs. ‘000s 2015 141 GROUPCOMPANY 2014 2015 2014 20.Non Current Financial Assets 20.1 Loans to executives At the beginning of the year 22,457 26,651 15,617 18,041 Loans granted / (transfers) 10,075 7,486 4,525 3,286 Recoveries (15,362) (11,680) (7,854) (5,710) At the end of the year 17,170 22,457 12,288 15,617 Receivable within one year 4,997 5,430 3,852 4,226 Receivable between one and five years 12,173 17,027 8,436 11,391 17,170 22,457 12,288 15,617 As at 31st March In Rs. ‘000s 2015 GROUPCOMPANY 2014 2015 2014 21. Other Non Current Assets 2,644 4,786 2,002 3,264 As at 31st March In Rs. ‘000s 22. GROUP 2015 2014 COMPANY 2015 2014 INVENTORIES Food & Beverage 80,167 78,866 53,833 51,271 General 10,899 11,684 8,748 8,898 Diesel/ Furnace/ Gas Stock 14,069 13,197 8,951 8,477 Engineering Stock 23,246 24,454 14,880 16,500 Inventory Slow-moving Provision (8,045) (7,182) - At the End of the Year 120,336 121,019 86,412 85,146 142 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. As at 31st March In Rs.’000s Group 2015 2014 Company 2015 2014 23. TRADE AND OTHER RECEIVABLES Trade receivables Other receivables Less: Impairment Impairment At the beginning of the year Provision for the year Written off during the year At the end of the year As at 31st March In Rs.’000s 616,048 463,460 316,642 248,335 50,560 43,984 22,459 15,542 (28,623)(25,532)(16,874)(16,414) 637,985481,912322,227 247,463 25,532 3,549 (458) 28,623 17,119 8,480 (67) 25,532 Group 2015 2014 Prepayments and non cash receivables 77,592 WHT Recoverable 20,438 ESC Recoverable 3,284 Advance to Creditors 30,761 132,075 72,492 29,616 14,651 24,716 141,475 16,414 508 (48) 16,874 15,153 1,328 (67) 16,414 Company 2015 2014 24. OTHER CURRENT ASSETS As at 31st March In Rs.’000s Group 2015 2014 2,475,667 2,475,667 3,134,194 3,134,194 50,344 16,240 3,284 18,962 88,830 41,200 24,688 14,651 20,186 100,725 Company 2015 2014 25. SHORT TERM INVESTMENTS Fixed & Call deposits 2,239,351 2,239,351 2,647,269 2,647,269 Asian Hotels and Properties Plc Annual Report 2014/15 Group Company 20152014 20152014 Number ValueNumber Value Number ValueNumber Value ofofofofofofofof As at 31st March sharessharessharessharessharessharessharesshares In ‘000sRs.Rs.Rs.Rs. 26. STATED CAPITAL 3,345,117 442,775 2015 2014 Company 2015 2014 Revaluation reserve 27.1 12,764,765 Share based payments 27.2 43,991 12,808,756 11,094,883 15,988 11,110,871 442,775 3,345,117 442,775 3,345,117 As at 31st March In Rs.’000sNote 27. 442,775 Group 3,345,117 OTHER COMPONENTS OF EQUITY 27.1 Revaluation reserve At the Beginning of the Year Transferred to Revenue Reserve Transferred to Revenue Reserve Revaluation gain on Freehold Land & Buildings At the End of the Year 12,278,424 41,399 12,319,823 11,094,883 11,110,290 10,597,631 (6,447)(4,496)(6,447) (10,911)(10,911) - 1,687,240- 1,687,240 12,764,765 11,094,883 12,278,424 10,597,631 14,470 10,612,101 10,602,127 (4,496) 10,597,631 27.2 Share-based payment plans - Group Employee Share Option Scheme Under the John Keells Group’s Employees Share Option scheme (ESOP), share options of the parent are granted to senior executives of the Company with more than 12 months of service. The exercise price of the share options is equal to the 30 day volume weighted average market price of the underlying shares on the date of grant. The share options vest over a period of four years and is dependent on a performance criteria and a service criteria. The performance criteria being a minimum performance achievement of “Met Expectations” and service criteria being that the employee has to be in employment at the time the share options vest. The fair value of the share options is estimated at the grant date using a binomial option pricing model, taking into account the terms and conditions upon which the share options were granted. The contractual term for each option granted is five years. There are no cash settlement alternatives. The Group does not have a past practice of cash settlement for these share options. 143 144 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. The expense recognised for employee services received during the year is shown in the following table: 2015 2014 At the beginning of the year Expense arising from equity-settled share-based payment transactions Total expense arising from share-based payment transactions At the end of the year 17,96629,404 17,966 29,404 17,966 47,37017,966 Movements in the year The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in, share options during the year: 20152014 No.WAEPNo.WAEP Outstanding at 1st April 598,385 253.16 - Granted during the year 562,227 229.93 615,692 253.16 Forfeited during the year - - (17,307) 253.16 Exercised during the year - - 253.16 Expired during the year (118,985) 241.61 - Transfers (25,499)253.16 Outstanding at 31st March 1,016,128 241.08 598,385 253.16 Exercisable at 31st March 151,125 253.16 Fair value of the share option and assumptions The fair value of the share options is estimated at the grant date using a binomial option pricing model, taking into account the terms and conditions upon which the share options were granted. The valuation takes into account factors such as stock price, expected time to maturity, exercise price, expected volatility of share price, expected dividend yield and risk free interest rate. 27.3 Share-based payment plans - Company Employee Share Option Scheme The expense recognised for employee services received during the year is shown in the following table: 2015 2014 At the beginning of the year Expense arising from equity-settled share-based payment transactions Total expense arising from share-based payment transactions At the end of the year 14,47026,929 14,470 26,929 14,470 41,39914,470 Asian Hotels and Properties Plc Annual Report 2014/15 145 Movements in the year The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in, share options during the year: 2015201520142014 No.WAEPNo.WAEP Outstanding at 1st April 495,466 253.16 - Granted during the year 507,790 229.93 495,466 253.16 Forfeited during the year - - 253.16 Exercised during the year 253.16 Expired during the year (32,573) 241.61 - Transfers (25,499) 253.16 Outstanding at 31st March 945,184 241.08 495,466 253.16 Exercisable at 31st March 123,867 253.16 Group As at 31st March 2015 2014 In Rs.’000s 28. DEFERRED TAXATION At the Beginning of the Year Charge for the Year At the End of the Year 337,411 3,651 341,062 329,313 8,098 337,411 The closing Deferred Tax liability relates to the followings Group As at 31st March 2015 2014 In Rs.’000s Revaluation of Land and buildings to Fair value 47,960 47,960 Accelerated Depreciation for tax purposes 306,302 302,239 Employee Benefit Liability (13,200)(12,788) 341,062 337,411 In accordance with the BOI agreement dated 11th March 1994 the profits and income of the Company were exempt from taxation till year 2014, and at the expiry of said period the following options were available for the Company. (a) Income tax payable for the year of assessment shall be computed at 2% of the Turnover of the Company or; (b) The provisions of the Inland Revenue Laws for the time being imposed shall apply. Since the Company elected for option (a) no Deferred Tax liability will arise even after the expiry of the tax exemption period. 146 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. As at 31st March In Rs.’000s Group 2015 2014 Company 2015 2014 29. EMPLOYEE BENEFIT LIABILITIES At the beginning of the year 221,234 194,097 114,664 96,071 Current service cost 20,510 22,384 12,824 11,601 Interest cost on benefit obligation 24,336 18,308 12,613 10,568 Payments (23,363) (17,049) (8,802) (5,977) (Gain)/Loss arising from changes in assumptions (1,215) 4,860 574 3,768 Transfers 371 (1,366) - (1,367) At the end of the year 241,873 221,234 131,873 114,664 The employee benefit liability of the Company and Group is based on the actuarial valuations carried out as at 31st March 2015 by Mr. M. Poopalanathan, AIA, Messers. Actuarial & Management Consultant (Pvt) Ltd; a firm of professional actuaries. The principal assumptions used in determining the cost of employee benefits were: 2015 2014 Discount rate 10%11% Future salary increases 8%10% 29.1 Sensitivity of assumptions used If a one percentage point change in the assumed discount rate would have the following effects: In Rs.’000s Increase by one percentage point Decrease by one percentage point Discount rate Salary increment 20152015 GroupCompany GroupCompany 8,146 3,582 (13,746)(8,763) (14,557)(9,258) 9,0604,133 29.2 Maturity analysis of the payments The following payments are expected on employee benefit liabilities in future years 20152014 Group Company Group Company within the next 12 months 37,742 19,260 30,752 15,805 Between 1-2years 61,186 31,084 57,75632,355 Between 2-5years 62,318 32,966 58,83529,508 Between 5-10 years 58,136 36,039 51,82529,136 Beyond 10 years 22,491 12,524 22,0667,860 Total 241,873 131,873 221,234114,664 Asian Hotels and Properties Plc Annual Report 2014/15 As at 31st March In Rs.’000s Group 2015 2014 147 Company 2015 2014 30. TRADE AND OTHER PAYABLES Trade Payables 193,680 177,073 124,058 111,271 Payable to Contractors - 2,744 - 2,744 Retention on Construction 45,762 21,560 45,762 21,560 Accrued Expenses 140,593 139,275 31,657 51,007 Other Creditors 302,295 285,871 232,652 217,143 682,330 626,523 434,129 403,725 As at 31st March In Rs.’000s 31. Group 2015 2014 Company 2015 2014 INCOME TAX LIABILITIES At the beginning of the year Charge for the year Payments and set off against refunds At the end of the year As at 31st March In Rs.’000s 111,863 229,372 (196,999) 144,236 65,252 189,466 (142,855) 111,863 Group 2015 2014 81,913 155,611 95,235 332,759 66,105 156,803 94,740 317,648 53,545 153,164 (89,610) 117,099 69,025 (15,480) 53,545 Company 2015 2014 32. OTHER CURRENT LIABILITIES Other tax payables Banquet Advanced Other Advanced 38,156 95,553 87,849 221,558 45,347 89,978 87,904 223,229 148 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. 33. RELATED PARTY disclosures Group carried out transactions in the ordinary course of business with parties who are defined as related parties as per LKAS 24 "Related Party Disclosure". 33.1 Parent and Ultimate Controlling Party The Company’s Ultimate Parent Undertaking and controlling party is John Keells Holding PLC. The amounts receivable from or payable to related parties as at 31st March 2015, are below, As at 31st March In Rs. ’000s Group 2015 2014 Company 2015 2014 33.2 Amounts due from related parties Parent-John Keells Holdings PLC 1,303 1,591 56 1,129 Subsidiary-Trans Asia Hotels PLC - - 505 15 Associates - 36 - 36 Companies under common control of JKH PLC 65,181 47,236 31,240 33,537 66,484 48,863 31,801 34,717 As at 31st March In Rs. ’000s Group 2015 2014 Company 2015 2014 33.3 Amounts due to related parties Parent-John Keells Holdings PLC 3,925 5,106 3,005 2,742 Subsidiary-Trans Asia Hotels PLC - - 76 263 Companies under common control of JKH PLC 107,546 82,235 82,890 57,899 111,471 87,341 85,971 60,904 Asian Hotels and Properties Plc Annual Report 2014/15 33.4 Transactions with related parties The Group and Company carried out transactions with the following related entities. For the year ended 31st March In Rs.’000s Group 2015 2014 Company 2015 2014 (a) Transactions with parent company The Company's parent is John Keells Holdings PLC Rendering /(Receiving) of services (44,945)(43,713)(26,111)(23,578) Rent Received / (Paid) 25,19937,529 -(b) Transactions with Subsidiary Companies (Receiving) / Rendering of services Rent received / (paid) Sales/(Purchases) of goods -- 644(1,135) -- 5361,014 -- (48)- (c) Transaction with companies under common control of JKH PLC Rendering /(Receiving) of services Rent received / (paid) Sales / (Purchases) of goods Sales / (Purchases) of property plant & equipment (457,103)(554,317)(409,464)(334,599) 80,99867,72143,47442,929 (11,310)(18,761) (3,332)(6,148) -(3,117) -(3,117) 33.5 Transactions with Key Management Personnel According to Sri Lanka Accounting Standard (LKAS) 24 - Related Party Disclosure, "Key Management Personnel" are those having authority and responsibility for planning, directing and controlling the activities of the entity. Accordingly, the Directors (including Executive and Non-Executive Directors) and their immediate family members have been classified as KMP of the Company. As the John Keells Holding PLC is the Parent of the Company and the Board of Directors of the Parent Company has the authority and responsibility of planning, directing and controlling the activities of the Company, the Directors of the parent Company and their immediate family member have also been identified as Key Management Personnel of the Company. Immediate family member is defined as spouse or dependant. A dependant is defined as anyone who depends on the respective Director for more than 50% of his/her financial needs. For the year ended 31st March In Rs.’000s Group 2015 (i) Compensation of Key Management Personnel Short-term employee benefits 69,546 Contributions to the provident fund 3,892 Share based payment 17,067 2014 Company 2015 2014 61,32763,981 58,207 4,028 3,473 3,574 10,914 17,067 10,914 In addition to their salaries the Company provides non-cash benefits to the Key Management Personnel and contributes to a post-employment defined benefit plan on their behalf. Directors’ emoluments are disclosed in Note 10 to the Financial Statements. 149 150 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. 34 FINANCIAL INSTRUMENTS - ACCOUNTS CLASSIFICATION AND FAIR VALUES OF THE GROUP 34.1 Financial Assets and Liabilities by Categories The following methods and assumptions were used to estimate the fair values: Financial assets and liabilities in the tables below are split into categories in accordance with LKAS 39. Financial assets by categories Loans and receivables As at 31 st March In Rs. '000 Financial instruments in non-current assets Other non-current financial assets Financial instruments in current assets Trade and other receivables / Payable Amounts due from / due to related parties Other current liabilities Short term investments Cash in hand and at bank Financial assets at fair value through profit or loss 2015 2014 Available for-sale-financial assets 2015 2014 Note 2015 2014 20.1 12,173 637,985 66,484 2,475,667 499,964 17,027 481,912 48,863 3,134,194 430,541 - - - - 3,692,273 4,112,537 - - - - 23-30 33.2-33.3 32 25 Bank overdrafts Total The management assessed that the fair value of cash at bank, short term deposits, trade receivables, other payables, bank overdrafts and other current financial liabilities approximate their carrying amounts largely due to the short term maturities of these instruments. Accordingly the fair value hierarchy does not apply. 34 FINANCIAL INSTRUMENTS - ACCOUNTS CLASSIFICATION AND FAIR VALUES OF THE COMPANY 34.2 Financial Assets and Liabilities by Categories Financial assets and liabilities in the tables below are split into categories in accordance with LKAS 39. Financial assets by categories Loans and receivables As at 31 st March In Rs. '000 Financial instruments in non-current assets Other non-current financial assets Financial instruments in current assets Trade and other receivables / Payable Amounts due from / due to related parties Other current liabilities Short term investments Cash in hand and at bank Bank overdrafts Total Note 2015 2014 20.1 8,436 322,227 31,801 2,239,351 267,245 2,869,060 11,391 247,463 34,717 2,647,269 289,804 3,230,644 23-30 33.2-33.3 32 25 Financial assets at fair value through profit or loss 2015 2014 - - Available for-sale-financial assets 2015 2014 - - The management assessed that the fair value of cash at bank, short term deposits, trade receivables, other payables, bank overdrafts and other current financial liabilities approximate their carrying amounts largely due to the short term maturities of these instruments. Accordingly the fair value hierarchy does not apply. Asian Hotels and Properties Plc Annual Report 2014/15 Held-to-maturity investments Total Financial liabilities by categories Financial liabilities measured at amortised cost 2014 2015 2014 2015 2014 2015 - - 12,173 637,985 66,484 2,475,667 499,964 17,027 481,912 48,863 3,134,194 430,541 682,330 111,471 332,759 - 626,523 87,341 317,648 - - - 3,692,273 4,112,537 116,728 1,243,288 130,080 1,161,592 Held-to-maturity investments Total 2015 2014 2015 - - 8,436 322,227 31,801 2,239,351 267,245 2,869,060 Financial liabilities by categories Financial liabilities measured at amortised cost 2014 2015 2014 11,391 247,463 34,717 2,647,269 289,804 3,230,644 434,129 85,971 221,558 59,829 801,487 403,725 60,904 223,229 76,116 763,974 151 152 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. 35. Financial risk management Objectives and Policies Financial instruments held by the Group, principally comprise of cash at bank, short-term deposits, other non current assets, amounts due from/due to related parties, trade receivables, trade payables, bank overdrafts and other current financial liabilities. The main purpose of these financial instruments is to manage the operating, investing and financing activities of the Group. Financial risk management of the Group is carried out based on guidelines established by its parent company’s central treasury department (Group Treasury) which comes under the purview of the Group Executive Committee (GEC) of the parent company. Group Treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The parent company provides guidelines for overall risk management, as well, covering specific areas such as credit risk, investment of excess liquidity, interest rate risk and foreign currency risk. The Group has established guidelines for risk controlling procedures and for the use of financial instruments, including a clear segregation of duties with regard to financial activities, settlement, accounting and related controlling. The guidelines upon which the Group’s risk management processes are based are designed to identify and analyse these risks throughout the Group, to set appropriate risk limits and controls and to monitor the risks by means of reliable and up-to-date administrative and information systems. The guidelines and systems are regularly reviewed and adjusted to changes in markets and products. The Group manages and monitors these risks primarily through its operating and financing activities. The Audit Committee of John Keells Holdings PLC, the parent Company, oversees how management monitors compliance with the Group’s risk management policies and procedures,and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee. Asian Hotels and Properties Plc Annual Report 2014/15 35.1 Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Group trades only with recognised, credit worthy third parties. It is the Group’s policy that all clients who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. With respect to credit risk arising from the other financial assets of the Group, such as cash and cash equivalents, availablefor-sale financial investments, investments, and certain derivative instruments, the Group’s exposure to credit risk arises from default of the counterparty. The Group manages its operations to avoid any excessive concentration of counterparty risk and the Group takes all reasonable steps to ensure the counterparties fulfill their obligations. 153 154 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. 35.1.1 Risk exposure Credit risk is the risk of financial loss to the Group, if a customer or counter party to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and placements in deposits with banking institutions and in government securities. The maximum risk positions of financial assets which are generally subject to credit risk are equal to their carrying amounts (without consideration of collateral, if available). Following table shows the maximum risk positions. As at 31 st March In Rs. '000 2015 Notes Other non current financial assets Cash in hand and at bank Trade Short term and other investments receivables Amounts due from related parties Total % of allocation 67% Risk exposure Group Deposits with bank 35.1.2 - - - 2,475,667 - 2,475,667 Loans to executives 35.1.3 12,173 - 4,997 - - 17,170 0% Trade and other receivables 35.1.4 - - 632,988 - - 632,988 17% Amounts due from related parties 35.1.5 - - - - 66,484 66,484 2% Cash in hand and at bank 35.1.6 - 499,964 - - - 499,964 14% Total credit risk exposure 12,173 499,964 637,985 2,475,667 66,484 3,692,275 100% Total 12,173 499,964 637,985 2,475,667 66,484 Trade Short term and other investments receivables Amounts due from related parties Total % of allocation 78% As at 31 st March In Rs. '000 2015 Notes Other non current financial assets Cash in hand and at bank Risk exposure Company Deposits with bank 35.1.2 - - - 2,239,351 - 2,239,351 Loans to executives 35.1.3 8,436 - 3,852 - - 12,288 0% Trade and other receivables 35.1.4 - - 318,375 - - 318,374 11% Amounts due from related parties 35.1.5 - - - - 31,801 31,801 1% Cash in hand and at bank 35.1.6 - 267,245 - - - 267,245 9% Total credit risk exposure 8,436 267,245 322,227 2,239,351 31,801 2,869,059 100% Total 8,436 267,245 322,227 2,239,351 31,801 Asian Hotels and Properties Plc Annual Report 2014/15 2014 Other non current financial assets Cash in hand and at bank Trade and other receivables Short term investments Amounts due from related parties Total % of allocation 76% - - - 3,134,194 - 3,134,194 17,027 - 5,430 - - 22,457 1% - - 476,482 - - 476,482 12% - - - - 48,863 48,863 1% - 430,541 - - - 430,541 10% 17,027 430,541 481,912 3,134,194 48,863 4,112,537 100% 17,027 430,541 481,912 3,134,194 48,863 Amounts due from related parties Total % of allocation 2014 Other non current financial assets Cash in hand and at bank Trade and other receivables Short term investments - - - 2,647,269 - 2,647,269 82% 11,390 - 4,226 - - 15,616 0% - - 243,237 - - 243,237 8% - - - - 34,717 34,717 1% - 289,804 - - - 289,804 9% 11,390 289,804 247,463 2,647,269 34,717 3,230,643 100% 11,390 289,804 247,463 2,647,269 34,717 155 156 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. 35.1.2 Deposits with bank Deposits with bank mainly consist of repurchase agreement (Repo), fixed and call deposits. As at 31st March 2015, Repo comprise 98% (2014- 0%) and 98% (2014- 0%) for the Group and Company respectively were rated “A+” or better. Group Company As at 31st March 2015 2014 2015 2014 Fitch ratingsIn Rating %In Rating %In Rating %In Rating % Rs. ’000s of Rs. ’000s of Rs. ’000s of Rs. ’000s of total total total total AA+ AA AA- A Total - 2,055,620 420,047 - 2,475,667 - 659,103 83% 359,968 17% 672,298 - 1,442,825 100% 3,134,194 21% - - 659,103 25% 11% 1,819,30481%-22% 420,07719% 672,298 25% 46% -- 1,315,868 50% 100% 2,239,381 100% 2,647,269 100% * Rating agencies 35.1.3 Loans to executives Loans to executive portfolio is largely made up of vehicle loans which are given to staff at assistant manager level and above. The respective business units have obtained the necessary Power of Attorney/promissory notes as collateral for the loans granted. 35.1.4 Trade and other receivables Group Company 2015201420152014 In Rs. ’000sIn Rs. ’000sIn Rs. ’000sIn Rs. ’000s Neither past due nor impaired 222,653 221,428 49,322 34,947 Past due but not impaired 0-30 days 234,566 163,339 137,341 128,601 31–60 days 61–90 days 85,46351,86364,295 44,320 91–120 days 32,901 9,838 20,203 7,837 121–180 days 25,7165,07816,481 2,657 > 181 days 11,1515,413 10,457 4,751 42,409 41,012 41,002 40,409 Impaired 11,749 9,473 - 355 Gross carrying value 666,608 507,444 339,101 263,877 Less: impairment provision Collectively assessed impairment provision - - -Individually assessed impairment provision (28,623) (25,532) (16,874) (16,414) Total 637,985 481,912 322,227 247,463 The Group has obtained customer deposit from major customers by reviewing their past performance and credit worthiness. The requirement for an impairment is analysed at each reporting date on an individual basis for major customers. Additionally, a large number of minor receivables are grouped into homogeneous groups and assessed for impairment collectively. The calculation is based on actual incurred historical data. Asian Hotels and Properties Plc Annual Report 2014/15 35.1.5 Amounts due from related parties The Group’s amounts due from related party mainly consists of associates and other venture partners’ balances from joint ventures. The Company balance consists of the balance from affiliate companies. 35.1.6 Credit risk relating to cash and cash equivalents In order to mitigate the concentration, settlement and operational risks related to cash and cash equivalents, the Group consciously manages the exposure to a single counterparty taking into consideration, where relevant, the rating or financial standing of the counterparty, where the position is reviewed as and when required, the duration of the exposure in managing such exposures and the nature of the transaction and agreement governing the exposure. 35.2 Liquidity Risk The Group’s policy is to hold cash and undrawn committed facilities at a level sufficient to ensure that the Group has available funds to meet its short and medium term capital and funding obligations, including organic growth and acquisition activities, and to meet any unforeseen obligations and opportunities. The Group holds cash and undrawn committed facilities to enable the Group to manage its liquidity risk. The Group monitors its risk to a shortage of funds using a daily cash management process. This process considers the maturity of both the Group’s financial investments and financial assets (e.g. accounts receivable, other financial assets) and projected cash flows from operations. The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of multiple sources of funding including bank loans, overdrafts and over a broad spread of maturities. 35.2.1 Net debt/(cash) Group Company 2015201420152014 Short term investments 2,475,667 3,134,194 2,239,351 2,647,269 Cash in hand and at bank 499,964 430,541 267,245 289,804 Total liquid assets 2,975,631 3,564,735 2,506,596 2,937,073 Bank overdrafts 116,728 130,080 59,829 76,116 Total liabilities 116,728 130,080 59,829 76,116 Net debt (cash) (2,858,903) (3,434,655) (2,446,767) (2,860,957) 35.2.2 Liquidity risk management The mixed approach combines elements of the cash flow matching approach and the liquid assets approach. The business units attempt to match cash outflows in each time bucket against a combination of contractual cash inflows plus other inflows that can be generated through the sale of assets, repurchase agreement or other secured borrowing. 157 158 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. Maturity analysis The table below summarises the maturity profile of the Group’s financial liabilities at 31st March 2015 based on contractual undiscounted payments. Group In Rs. ’000s Trade and other payables Amounts due to related parties Other current financial liabilities Bank overdrafts In Rs. ’000s Trade and other payables Amounts due to related parties Other current financial liabilities Bank overdrafts Company In Rs. ’000s Trade and other payables Amounts due to related parties Other current financial liabilities Bank overdrafts In Rs. ’000s Trade and other payables Amounts due to related parties Other current financial liabilities Bank overdrafts Within Between Between Between Between More than 1 1-2 2-3 3-4 4-5 5 yearsyearsyearsyearsyearsyears 682,330 111,471 332,759 116,728 1,243,288 - - - - - - - - - - - - - - - - - - - - - - - - - Total 2015 682,330 111,471 332,759 116,728 1,243,288 Within Between Between Between Between More than Total 1 1-2 2-3 3-4 4-5 5 2014 yearsyearsyearsyearsyearsyears 626,523 87,341 317,648 130,080 1,161,592 - - - - - - - - - - - - - - - - - - - - - - - - - 626,523 87,341 317,648 130,080 1,161,592 Within Between Between Between Between More than Total 1 1-2 2-3 3-4 4-5 5 2015 yearsyearsyearsyearsyearsyears 434,129 85,971 221,558 59,829 801,487 - - - - - 434,129 85,971 221,558 59,829 801,487 Within Between Between Between Between More than 1 1-2 2-3 3-4 4-5 5 yearsyearsyearsyearsyearsyears Total 2014 403,725 60,904 223,229 76,116 763,974 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 403,725 60,904 223,229 76,116 763,974 Asian Hotels and Properties Plc Annual Report 2014/15 35.3 Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise four types of risk: * Interest rate risk * Currency risk * Commodity price risk * Equity price risk The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. 35.3.1 Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term debt obligations with floating interest rates. Most lenders grant loans under floating interest rates. To manage this, based on the market condition and outlook of the interest rate, the Group takes mitigating action such as interest rate swaps ,caps, etc. The group has not obtained financial facilities from financial institute for the reporting period and bank deposits will be matured within three months period with fixed interest rate. Hence, the group is not exposure interest rate risk for the reporting period. 35.4 Capital management The primary objective of the Group’s capital management is to ensure that it maintains a strong financial position and healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure, and makes adjustments to it, in the light of changes in economic conditions. To maintain or adjust the capital structure, the Group may issue new shares, have a rights issue or buy back of shares. Group Company 2015201420152014 Debt / Equity 0.4%0.5%0.3%0.4% 159 160 Asian Hotels and Properties Plc Annual Report 2014/15 Notes to the Financial Statements Contd. 36. OPERATING SEGMENT INFORMATION The Group has the following two strategic divisions, which are its reportable segments. The following summary describes the operations of each reportable segment. Reportable Segments Operations Hotel Property Provide hoteliering services to local and foreign customers Property development and rent out premises REVENUE For the year ended 31st March In Rs. ’000s HOTELSPROPERTY Group Total 2015 2014 2015 2014 2015 2014 External revenue 7,663,293 7,775,954 416,858 480,194 8,080,152 8,256,149 Inter segment revenue-----Total Segment Revenue 7,663,293 7,775,954 416,858 480,194 8,080,152 8,256,149 Segment Operating Profits Before Finance Expenses 2,399,625 2,826,850 195,919 227,828 2,595,544 3,054,678 Inter Company Dividends (273,493) (273,493) - - (273,493)(273,493) Finance Expenses (190)(3,287) -- (190)(3,287) Change in Fair Value of Investment Properties Company Commercial Centre of Subsidiary - - - - 8,142 20,650 268,564 - 8,142 20,650 268,564 - Profit Before Taxation 2,125,9422,550,071 224,711 496,392 2,350,653 3,046,463 Income Tax Expense (216,442)(181,084) (16,366)(16,480) (232,808)(197,564) Eliminations (30,388)(30,388) - - (30,388)(30,388) Profit After Taxation 1,879,112 2,338,599 208,345 479,912 2,087,457 2,818,511 Minority Interest (287,871)(389,881) (42,957)(30,684) (330,828)(420,565) Net Profit for the Year 1,591,241 1,948,717 165,388449,228 1,756,629 2,397,946 As at 31st March In Rs. ’000s HOTELSPROPERTY Group Total 2015 2014 2015 2014 2015 2014 Assets Segment Assets 23,166,63821,237,446 7,359,6937,993,672 30,526,33129,231,118 Eliminations---- (1,130,457)(1,611,473) Total Assets 23,166,63821,237,446 7,359,693 7,993,672 29,395,874 27,619,645 Liabilities Segment Liabilities 2,259,1162,563,710 181,787219,801 2,440,9132,783,511 Eliminations/Adjustments---- (470,454)(951,411) Total Liabilities 2,259,116 2,563,710 181,787 219,801 1,970,459 1,832,100 Asian Hotels and Properties Plc Annual Report 2014/15 37. 161 CONTINGENT LIABILITIES here were no material contingent liabilities existing as at reporting date. T 38. CAPITAL COMMITMENTS he Asian Hotels & Properties PLC Group had capital expenditure contracted for Rs. 548.4 Mn as at 31st March 2015, T which were not provided for in the Consolidated Financial Statements. 39 EVENTS SUBSEQUENT TO THE REPORTING DATE AND OTHER MATTERS There have been no events subsequent to the reporting date which would have any material effect on the Company or on the Group, other than matters disclosed below. The Board of Directors of the Company has declared a Final Dividend of Rs. 3/- per share for the financial year ended 31st March 2015. As required by Section 56 (2) of the Companies Act No. 7 of 2007, the Board of Directors have confirmed that the Company satisfies the S olvency test in accordance with Section 57 of the Companies Act No. 7 of 2007, and have obtained a certificate from Auditors, prior to declaring a Final Dividend. In accordance with Sri Lanka Accounting Standard (LKAS) 10, Events after reporting date, the proposed final Dividend has not been r ecognised as a liability in the Financial Statements as at 31st March 2015. 39.1 39.2 Other Matters Super Gains Tax An imposition of a Super Gains Tax has been recommended for the approval of Parliament per a Bill dated 27th March 2015. Since the Bill had not been approved by the parliament as at the reporting date, being 31st March 2015, the Group has not provided for the potential liability in the Financial Statements for the year ended 31st March 2015. 40. DIRECTORS’ RESPONSIBILITY STATEMENT he Board of Directors is responsible for the preparation and presentation of these Financial Statements. Please refer T page 110 for the Statement of Directors' Responsibility for Financial Reporting. 162 Asian Hotels and Properties Plc Annual Report 2014/15 Consolidated Value Added Statement 20152014 In Rs. ‘000s Revenue 8,256,149 Adjustment for Change in Fair Value of Investment Property Adjustment for Finance Income Adjustment for other Income 28,792 199,958 80,523 8,389,425 268,564 305,042 75,546 8,905,301 Less : Cost of Materials & Services Purchased from external sources Value Added 1,247,2371,319,224 7,142,1887,586,077 Distributed as follows: In Rs. ‘000s 8,080,152 2015 % 2014 % To Employees as Remuneration 1,519,923 20%1,330,120 18% To the Government as Taxes 1,280,47018% 1,211,336 16% To the Providers of Capital As Interest on Loans 190 0%3,287 0% As Minority Interest 330,8285% 420,565 6% To Shareholders as Dividends 1,771,10126% 1,771,101 23% Retained within the business As Depreciation 482,938 7% 455,964 6% As Reserves 1,756,738 24% 2,393,704 31% 7,142,188100%7,586,077 100% 2014/15 24% 2013/14 17% 20% 32% 18% 16% 7% 6% 26% 6% 5% 23% To Employees as Remuneration To Employees as Remuneration To the Government as Taxes To the Government as Taxes As Interest on Loans As Interest on Loans As Minority Interest As Minority Interest To Shareholders as Dividends To Shareholders as Dividends As Depreciation As Depreciation As Reserves As Reserves Asian Hotels and Properties Plc Annual Report 2014/15 163 Information to Shareholders & Investors STOCK EXCHANGE LISTING The Issued Ordinary Shares of Asian Hotels and Properties PLC are listed with the Colombo Stock Exchange of Sri Lanka. The Audited Financial Statements of the Company and the Consolidated Financial Statements for the year ended 31st March 2015 have been submitted to the Colombo Stock Exchange. DISTRIBUTION OF SHAREHOLDINGS 31.03.2015 31.03.2014 FromToNumber of Total PercentageNumber of Total Percentage ShareShare of ShareShareShare of Share HoldersHoldingsHoldings HoldersHoldingsHoldings 1 -1,000 1,001 -10,000 10,001- 100,000 100,001- 1,000,000 1,000,001 and above 2,156604,747 7612,696,983 1644,529,410 225,276,208 13429,667,952 3,116442,775,300 0.1 0.6 1.0 1.2 97.1 100.0 2,218641,523 0.1 7992,867,237 0.7 1774,941,326 1.1 245,989,598 1.4 12428,335,616 96.7 3,230442,775,300 100.0 ANALYSIS OF SHAREHOLDERS Categories of Shareholders 31.03.201531.03.2014 Holdings %Holdings NumberNumber % Individual 13,413,413 3.03 13,694,105 3.09 Institutions 429,361,887 96.97 429,081,195 96.91 442,775,300 100.00 442,775,300 100.00 Resident 433,639,407 97.94 432,649,633 97.71 Non Resident 9,135,893 2.06 10,125,667 2.29 442,775,300 100.00 442,775,300 100.00 Public 94,923,108 21.44 94,646,347 21.38 Non Public* 347,852,192 78.56 348,128,953 78.62 442,775,300 100.00 442,775,300 100.00 *Includes shareholdings of Parent Company, Directors & Spouses. 164 Asian Hotels and Properties Plc Annual Report 2014/15 Information to Shareholders & Investors Contd. For the Year Ended 31st March 2015 2014 Rs.Rs. Market Value Highest Market Price per Share Lowest Market Price per Share Last Traded Market Price per Share as at 75.0079.00 58.0057.00 63.0058.80 Dividend Payments Interim Dividend per Share Final Dividend per Share 1.00 1.00 3.003.00 TOP TWENTY SHAREHOLDERS As at As at 31.03.201531.03.2014 NameShare PercentageShare Percentage Holdings Holdings John Keells Holdings PLC 347,824,19278.56 Employees Provident Fund 43,552,236 9.84 Sri Lanka Insurance Corporation Ltd - Life Fund 10,055,9002.27 Bank of Ceylon A/C Ceybank Unit Trust 9,537,4032.15 Dr. S. Yaddehige 3,415,2000.77 HSBC International Nominees Limited - MSNY Bay Pond Partners L.P. 3,151,9240.71 Bank of Ceylon-No. 2 A/C 2,583,4000.58 Bank of Ceylon-No. 1 Account 2,367,7410.53 Mr. M.J. Fernando 2,018,0000.46 HSBC International Nominees Limited - MSNY Bay Pond Investors (Bermuda) L.P 1,377,2760.31 National Savings Bank 1,366,1320.31 AIA Insurance Lanka PLC A/C No.07 1,234,1390.28 Bank of Ceylon A/C Ceybank Century Growth Fund 1,184,4090.27 Employee Trust Fund Board 767,4780.17 Mr. M. Mannawarajan 650,016 0.15 Richard Pieris & Co Ltd - Account No. 01 639,4000.14 RBC Investor Services Bank - Alquity Sicav - Alquity Asia Fund 496,9500.11 Merrill J Fernando & Sons (Pvt) Limited 220,0000.05 Hatton National Bank PLC A/C No.05 (Trading Portfolio) 207,4760.05 Merchant Bank of Sri Lanka Ltd A/C No 1 206,2140.05 432,855,486 97.76 347,824,192 42,477,714 10,055,900 9,285,390 3,415,200 78.56 9.59 2.27 2.10 0.77 3,580,000 2,583,400 2,232,400 2,018,000 0.81 0.58 0.50 0.46 1,724,200 441,000 1,966,528 1,172,692 767,478 650,016 639,400 - 220,000 - 163,814 431,217,324 0.39 0.10 0.44 0.26 0.17 0.15 0.14 0.00 0.05 0.00 0.05 97.39 Asian Hotels and Properties Plc Annual Report 2014/15 Five-Year Financial Summary of the Group 2014/152013/142012/132011/122010/11 Rs ‘000 Rs ‘000 Rs ‘000 Rs ‘000 Rs ‘000 Revenue 8,080,152 8,256,149 7,890,978 8,855,241 7,457,325 Profit After Taxation 2,087,457 2,818,511 3,097,386 2,502,458 2,147,886 Share Capital & Reserves Stated Capital Other Components of Equity Retained Profit Shareholders’ Funds 3,345,117 12,808,756 7,883,065 24,036,938 3,345,117 11,110,871 7,880,070 22,336,058 3,345,117 11,110,290 7,242,060 21,697,467 3,345,117 5,143,193 6,490,690 14,979,000 3,345,117 5,179,592 5,194,517 13,719,226 Minority Interest 3,388,477 27,425,415 3,451,487 25,787,545 3,425,692 25,123,159 2,963,109 17,942,109 2,783,930 16,503,156 Assets & (Liabilities) Current Assets Current Liabilities Net Current Assets Non Current Assets Non Current Liabilities 3,932,511 (1,387,524) 2,544,987 25,463,363 (582,935) 27,425,415 4,358,006 (1,273,457) 3,084,549 23,261,641 (558,645) 25,787,545 3,986,497 (1,128,402) 2,858,095 22,789,890 (524,826) 25,123,159 4,038,373 (1,640,220) 2,398,153 16,011,297 (467,341) 17,942,109 2,705,026 (1,219,974) 1,485,052 15,446,194 (428,090) 16,503,156 Ratio Analysis Earnings per Share (Rs)* Net Assets per Share (Rs) Current Ratio (Times) After Tax Return on Net Assets Dividend Per Share* P/E Ratio Dividend Payout Ratio 3.97 5.42 5.63 4.85 4.01 54.29 50.4549.00 33.8330.98 2.833.423.532.46 2.22 7.31%10.73%11.50%14.35%12.93% 4.004.004.002.000.50 15.8810.85 12.4316.0723.44 1.010.74 0.71 0.41 0.12 *The increased number of ordinary shares of 442,775,300 has been considered for the previous Year’s comparative figures. Five-Year Financial Summary Property Development 2014/152013/142012/132011/122010/11 Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000 Revenue Cost of Sales Gross Profit 355,528 419,119 428,062 2,675,625 2,468,699 191,677 243,057 272,7262,071,868 1,788,148 163,851 176,062 155,336 603,757 680,551 Administration & Other Overheads Other Income Change in Fair Value of Investment Property Net Profit Before Tax 104,700 81,510 8,142 148,803 109,215 106,759 268,564 442,170 113,387 134,559 228,500 405,008 199,634 111,903 206,971 722,997 155,485 62,638 215,088 802,792 165 166 Asian Hotels and Properties Plc Annual Report 2014/15 Five-Year Financial Summary Cinnamon Grand Hotel 2014/152013/142012/132011/122010/11 Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000 Revenue Rooms 2,495,720 Food 1,884,175 Beverage 316,647 Food & Beverage Others 17,386 Telephone 3,401 Rental Income 18,360 Other Operating Income 202,862 Total Revenue 4,938,552 2,589,915 1,779,373 298,787 16,467 4,827 16,668 191,530 4,897,567 2,460,356 1,638,767 284,989 19,488 4,914 15,289 198,890 4,622,693 1,921,952 1,405,859 249,572 20,264 5,349 12,510 188,631 3,804,137 1,425,573 1,220,522 216,899 15,638 6,451 11,419 120,268 3,016,770 Expenses Room 380,079 Food Cost 748,639 Beverage Cost 104,407 Food & Beverage Other 600,315 Telephone 5,548 Other 171,191 Total Expenses 2,010,179 343,617 696,668 90,929 548,926 5,289 167,622 1,853,051 301,195 658,271 87,993 511,554 5,021 157,042 1,721,076 255,945 561,902 79,662 454,770 4,987 133,371 1,490,637 210,295 497,769 74,734 372,665 4,453 84,625 1,244,541 Gross Operating Income 2,928,373 3,044,516 2,901,618 2,313,500 1,772,229 323,849 103,407 359,804 156,589 943,650 262,603 111,808 376,177 173,579 924,167 241,584 86,428 324,795 138,856 791,663 199,685 72,363 285,126 140,729 697,903 180,941 86,139 261,680 121,717 650,477 Gross Operating Profit 1,984,723 Interest Income 135,294 Dividend Income 273,493 Sundry Income 18,765 2,412,276 2,120,349 188,746 273,493 16,538 2,599,127 2,109,955 153,787 234,422 17,915 2,516,079 1,615,597 37,403 117,211 12,067 1,782,278 1,121,752 6,391 39,070 14,832 1,182,045 Insurance 11,778 Interest Expenses - Rates 11,658 Management / Marketing Fee 300,752 Depreciation 276,989 601,176 13,436 3,249 11,796 304,917 259,662 593,060 17,897 - 11,660 294,239 237,830 561,625 16,098 84 10,516 232,340 218,036 477,074 15,335 39,829 10,135 178,499 203,297 447,095 Net Profit Before Tax 1,811,095 2,006,067 1,954,453 1,305,204 734,950 Expenses Administration & General Advertising & Sales Promotion Heat, Light & Power Repair & Maintenance Total Deductions Asian Hotels and Properties Plc Annual Report 2014/15 Notice of Meeting NOTICE IS HEREBY GIVEN that the Twenty First Annual General Meeting of Asian Hotels and Properties PLC will be held at the Auditorium of the Ceylon Chamber of Commerce, No. 50, Navam Mawatha, Colombo 2, on 26th June 2015 at 11.45 a.m for the following purposes: 1. To read the notice convening the meeting. 2. To receive and consider the Annual Report and Audited Financial Statements of the Company for the year ended 31st March 2015 together with the Report of the Auditors thereon. 3. To re-elect as a Director Mr. C. J. L. Pinto who retires by rotation in terms of Article 84 of the Articles of Association of the Company. 4. To re-elect as a Director Mr. J. R. F. Peiris who retires by rotation in terms of Article 84 of the Articles of Association of the Company 5. To re-appoint the retiring Auditors, Messrs. KPMG Chartered Accountants, and to authorise the Directors to determine their remuneration. 6. To consider any other business of which due notice has been given in terms of the relevant laws and regulations. BY ORDER OF THE BOARD ASIAN HOTELS AND PROPERTIES PLC Keells Consultants (Private) Limited Secretaries Colombo, 4th June 2015 Notes: (i) A member is entitled to appoint a proxy to attend and vote in his / her place. (ii) A proxy need not be a member of the Company. (iii) A member wishing to vote by proxy at the meeting may use the Proxy Form enclosed. (iv)To be valid, the completed Proxy Form must be lodged at the registered office of the Company not later than 48 hours before the meeting. (v) If a poll is demanded, a vote can be taken on a show of hand or by poll. Each share is entitled to one vote. Votes can be cast in person, by proxy or corporate representatives. In the event an individual shareholder and his proxy holder are both present at the meeting, only the shareholder’s vote will be counted. If proxy holder’s appointer has indicated the manner of voting, only the appointer’s indication of the manner of vote will be used. 167 168 Asian Hotels and Properties Plc Annual Report 2014/15 Notes Asian Hotels and Properties Plc Annual Report 2014/15 169 170 Asian Hotels and Properties Plc Annual Report 2014/15 Notes Contd. Asian Hotels and Properties Plc Annual Report 2014/15 171 Form of Proxy *I/We............................................................................................................................................................................................................................................................. of ..................................................................................................................................................................................................................................................................... being a *member/members of Asian Hotels and Properties PLC hereby appoint ..................................................................................................................................................................................................................................................................... of ...................................................................................................................................................................................................................................................... or failing *him/her Mr. S. C. Ratnayake of Colombo, failing whom Mr. A. D. Gunewardene of Colombo, failing whom Mr. J. R. F. Peiris of Colombo, failing whom Mr. R. J. Karunarajah of Colombo, failing whom Mr. S. Rajendraof Colombo, failing whom Mr. C. J. L. Pinto of Colombo, failing whom Mr. S. K. G. Senanayake of Colombo, failing whom Mrs. S. A. Jayasekeraof Colombo as *my/our proxy to represent *me/us and to vote on *my/our behalf at the 21st Annual General Meeting of the Company, to be held on the 26th day of June 2015 at 11.45 a.m. and at any adjournment thereof, and at any poll which may be taken in consequence thereof. *I/We the undersigned hereby authorise *my/our proxy to vote on *my/our behalf in accordance with the preferences indicated below: 1. To re-elect as a Director Mr. C. J. L. Pinto who retires in terms of Article 84 of the Articles of Association. FOR AGAINST 2. To re-elect as a Director Mr. J. R. F. Peiris who retires in terms of Article 84 of the Articles of Association. 3. To re-appoint the retiring Auditors, Messrs. KPMG, Chartered Accountants, and to Authorise the Directors to determine their remuneration. Signed this .................................................... day of ................................................... Two Thousand and Fifteen ......................................................... Signature of shareholder Notes: (a) *Strike out whichever is not desired. (b) Instructions to completion of the Form of Proxy are set out on the reverse hereof. (c) A proxy need not be a Member of the Company. (d) Please indicate an “X” in the cage provided how your Proxy should vote on each Resolution. If no indication is given, or if there is, in the view of the Proxy holder, any doubt (by reason of the manner in which the instructions contained in the Proxy have been completed) as to the way in which the Proxy holder should vote, the Proxy holder in his/her discretion may vote as he/she thinks fit. 172 Asian Hotels and Properties Plc Annual Report 2014/15 Form of Proxy contd. INSTRUCTIONS AS TO COMPLETION 1. Please perfect the Form of Proxy by filling in legibly your full name and address, signing in the space provided and filling in the date of signature. 2. The completed Form of Proxy should be deposited at the Registered Office of the Company at No. 77, Galle Road, Colombo 03, not later than 48 hours before the time appointed for the holding of the Meeting. 3. If the Form of Proxy is signed by an Attorney, the relevant Power of Attorney should accompany the completed Form of Proxy for registration, if such Power of Attorney has not already been registered with the Company. 4. If the appointer is a Company or Corporation, the Form of Proxy should be executed under its Common Seal or by a duly authorised officer of the Company or Corporation in accordance with its Articles of Association or Constitution. 5. If this Form of Proxy is returned without any indication of how the person appointed as Proxy shall vote, then the Proxy shall exercise his/her discretion as to how he/she votes or, whether or not he/she abstains from voting. Please fill in the following details: : ................................................................................................................................................. Name Address : ................................................................................................................................................. ................................................................................................................................................. ................................................................................................................................................. Jointly with :................................................................................................................................................. Share Folio No. :................................................................................................................................................. Corporate Information NAME OF COMPANY REGISTERED OFFICE Asian Hotels and Properties PLC No.77, Galle Road, Colombo 03 Tel: +94 11 2437437 Fax: +94 11 5547555 E-mail: grand@cinnamonhotels.com LEGAL FORM A Public Limited Liability Company incorporated in Sri Lanka in 1993 and registered with the Board of Investment of Sri Lanka under Section 17 of the Board of Investment Law No. 4 of 1978. The Company was re-registered as per the New Companies Act No. 7 of 2007 on 15th June 2007. AUDITORS KPMG Chartered Accountants 32A, Sir Mohamed Macan Marker Mawatha Colombo 03. BANKERS STOCK EXCHANGE LISTING The issued Ordinary shares of the Company are listed on the Main Board of the Colombo Stock Exchange of Sri Lanka. COMPANY REGISTRATION NO. PQ 2 BOARD OF DIRECTORS Deutsche Bank AG - Colombo Seylan Bank Ltd - Millennium Branch, Colombo Hongkong & Shanghai Banking Corp. Ltd. - Colombo Nations Trust Bank PLC - Union Place, Colombo DFCC Vardhana Bank Ltd. - W.A.D. Ramanayake Mw, Colombo. CITI Bank N.A - Colombo Bank of Ceylon - Colombo Commercial Bank of Ceylon PLC - Colombo Mr. Susantha Chaminda Ratnayake - Chairman Mr. Ajit Damon Gunewardene - Managing Director Mr. James Ronnie Felitus Peiris Mr. Rohan Jebashantham Karunarajah Mr. Suresh Rajendra Mr. Sanjiva Kanishka Gamini Senanayake Ms. Shirani Anoja Jayasekara Mr. Cholmondeley John Lloyd Pinto COMPANY SECRETARIES Keells Consultants (Private) Limited 117, Sir Chittampalam, A .Gardiner Mawatha, Colombo 2. Design & Concept by: Optima Designs (Pvt) Ltd. Printed by: Gunaratne Offset (Pvt) Ltd. Asian Hotels and Properties PLC Asian Hotels and Properties PLC | Annual Report 2014/15 Asian Hotels and Properties PLC No. 77, Galle road, Colombo 03, Sri Lanka. T:0094 -11 2437437 F:0094 -11 5547555 Annual Report 2014/15