Metropolitan Resource Holdings_2008-09

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Metropolitan Resource Holdings PLC

ANNUAL REPORT

2008/2009


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CONTENTS

Page Nos

Notice of meeting 01

Corporate Information 02

Investor information 03

Chairmans Review 05

Board of Directors 06

Report of the Audit Committee 08

Report of Directors 09

Corporate Governance 12

Statement of Directors Responsibility 16

Report of the Auditors 17

Financial Statements 19

Form of Proxy


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METROPOLITANRESOURCEHOLDINGSPLCNOTICE IS HEREBY GIVEN that the Fifteenth Annual General Meeting of Metropolitan Resource

Holdings PLC will be held at the Committee Room E, BMICH, Colombo 07 on Wednesday 30th

September 2009 at 9.00 a.m. for the following purposes:

1. To receive and consider the Annual Report of the Board of Directors on the affairs of theCompany and the Statement of Accounts for the year ended 31

stMach 2009 with the Report of

the Auditors thereon.

2. To re-elect Mr. Collin William Kingsnorth who retires by rotation in terms of Article 93 and 94of the Articles of Association of the Company.

3. To re-elect Dr. Romesh Dias Bandaranaike who retires by rotation in terms of Article 93 and 94of the Articles of Association of the Company.

4. To re-elect Mr. Gerard Victor Maurice Nanayakkara who retires in terms of Article 99 of theArticles of Association of the Company.

5. To re-elect Mr. Jayampathy Molligoda who retires in terms of Article 99 of the Articles ofAssociation of the Company.

6. To re-elect Mr. Arya Keerthi Kumarasena who retires in terms of Article 99 of the Articles ofAssociation of the Company.

7. To re-elect Mr. Amarasinghe Arachchige Douglas Senaka Saparamadu who retires in terms ofArticle 99 of the Articles of Association of the Company.

8. To re-appoint Messrs B D O Burah Hathy Chartered Accountants as Auditors of the Company forthe ensuing year and to authorize the Directors to determine their remuneration.

9. To authorize the directors to determine donations for the year ending 31st March 2010 and up tothe date of the next Annual General Meeting.

ByorderoftheBoardMETROPOLITAN RESOURCE HOLDINGS PLC

(Sgd.)

S I de Silva

Esjay Corporate Services (Private) Limited

Secretaries

3rd September 2009

Notes: 1. A member is entitled to appoint a Proxy to attend and vote instead of himself and a Proxy need not be a member of

the Company. A Form of Proxy is enclosed for this purpose. The completed Form of Proxy should be deposited atthe Registered Office of the Company, No. 30/1, Bagatalle Road, Colombo 03. not less than 45 hours before the timefixed for the commencement of the meeting.

2. The shareholders and the proxy holders attending the meeting are kindly requested to bring this Report and theirNational Identity Card / Passport.

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CORPORATEINFORMATIONCOMPANY : Metropolitan Resource Holdings PLC

REGISTERED OFFICE : 30/1, Bagatalle Road, Colombo 03.

MAILING ADDRESS : 30/1, Bagatalle Road, Colombo 03.

LEGAL FORM : Public Quoted Company

DIRECTORS : Mr. Dinesh Jamnadas AmbaniMr. Lalith Jamnadas Ambani

Mr. Collin William Kingsnorth

Mr. David Edward Howard Panter

(Alternate to C W Kingsnorth)

Mr. Carl Michael Oscarsson HaglindDr. Romesh Dias Bandaranaike

Mr. Magage Sarath Wimal Fernando

Mr. Gerard Victor Maurice Nanayakkara

(Appointed w.e.f. 16th January 2009)Mr.Jayampathy Molligoda

(Appointed w.e.f. 16th January 2009)Mr. Arya Keerthi Kumarasena

(Appointed w.e.f. 16th January 2009)Mr.Amarasinghe Arachchige Douglas Senaka

Saparamadu

(Appointed w.e.f. 16th March 2009)

SECRETARIES : Esjay Corporate Services (Private) LimitedLevel 04, No. 02,

Castle Lane,

Colombo 04.

AUDITORS : Messrs B D O Burah Hathy,

Chartered Accountants,

P.O Box 962,

Charter House,

Colombo 02.

BANKERS : Commercial Bank of Ceylon PLC

SUBSIDIARIES : Bogawantalawa Tea Estates PLC

BPL Teas (Private) Limited

Ceylon Tea Gardens Limited

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INVESTORINFORMATION

1. Stock Exchange ListingThe Ordinary shares of the Company are listed on the Diri Savi Board of the Colombo Stock

Exchange in Sri Lanka.

OrdinarySharesIssued and fully paid capital as at 31st March 2009 Rs. 172,648,020/-

2. Major Shareholders as at 31st March2009 2008No. of shares No. of shares

D J Ambani 3,942,019 22.83% 3,942,019 22.83%

Ocema Investment Company (Pvt) Ltd. 3,046,875 17.65% 3,046,875 17.65%

HSBC International Nominees Ltd. 2,481,027 14.37% 2,481,027 14.37%

Kelmarsh Investments Ltd. 2,341,702 13.56% 2,341,702 13.56%

L T C Murman 1,313,951 7.61% 1,313,951 7.61%

C M O Haglind 1,161,537 6.73% 1,161,537 6.73%

Metrocorp (Pvt) Ltd 746,435 4.32% 746,435 4.32%

Sealbe Holding AG 719,878 4.17% 719,878 4.17%

Trapez Corporation Panama 460,378 2.67% 460,378 2.67%

Ameco Limited 457,030 2.65% 457,030 2.65%

R D Bandaranaike 198,046 1.15% 198,046 1.15%

Carnehall Ltd. 145,074 0.84% 145,074 0.84%A V R de S Jayatilleke 65,507 0.38% 65,507 0.38%

L Soderberg 36,562 0.21% 36,562 0.21%

Laxey Partners Ltd. C/o HSBC 26,637 0.15% 26,637 0.15%

Dag de Meo AB 21,762 0.13% 21,762 0.13%

Causidicus Konsult AB 21,762 0.13% 21,762 0.13%

Christoffer Hammilton AB 21,762 0.13% 21,762 0.13%

C Haglind 14,799 0.09% 14,799 0.09%

G H Samarakoon 13,058 0.08% 13,058 0.08%

3. Categories of Shareholders Resident/Non Resident2009 2008

No. of

Holders

No. of

Shares

% No. of

Holders

No. of

Shares

%

Local Individuals 156 4,244,898 24.58 138 4,244,898 24.58

Local Institutions 10 6,303,707 36.51 10 6,303,707 36.51

Foreign Individual 04 2,526,849 14.63 04 2,526,849 14.63

Foreign Institutions 08 4,189,348 24.27 08 4,189,348 24.27

Total 178 17,264,802 100.00 160 17,264,802 100.00

Percentage of shares held by the public 23.62% (4,078,797 shares)

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4. Distribution of Ordinary ShareholdersFrom To

2009 2008

No. of

Holders

No. of

Shares

% No. of

Holders

No. of

Shares

%

1 - 1,000 154 10,935 0.06 136 10,935 0.06

1,001 - 5,000 2 5,658 0.03 2 5,658 0.03

5,001 - 10,000 2 12,408 0.07 2 12,408 0.07

10,001 - 50,000 7 156,342 0.91 7 156,342 0.91

50,001 - 100,000 1 65,507 0.38 1 65,507 0.38

100,001 - 500,000 4 1,260,528 7.30 4 1,260,528 7.30

500,001 - 1,000,000 2 1,466,313 8.49 2 1,466,313 8.49

Over 1,000,000 6 14,287,111 82.75 6 14,287,111 82.75

178 17,264,802 100.00 160 17,264,802 100.00

5. Other InformationOtherInformation As at 31/03/2009 As at 31/03/2008Group Company Group CompanyEarning per share (Rs.)

(0.51) (1.21) (0.51) (0.01)

Dividend per share (Rs.) - - - -

Net asset per share (Rs. 31.26 15.30 37.89 15.81

Return on capital employed (18.4%) (3.4%) 7.42% 0.10%l

Market value of shares (Rs.)

- Highest - 54.00 - 88.00- Lowest - 54.00 - 56.00- Year End - 54.00 - 56.00

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CHAIRMANS REVIEW

On behalf of the Board of Directors of the Metropolitan Resource Holdings PLC (MRH), I have

pleasure in presenting to you the Annual Report and the Financial Statement of the Company forthe year ended 31st March 2009.

Operational Performance of the Company

MRH earned a post tax loss of Rs. 6.6 million in the year under review compared to a post tax

profit of Rs. 276,692/- in the previous year.

Operational Performance of the Group and its Subsidiaries

The MRH Group ended the year with a loss of Rs. 131.4 million compared to a profit ofRs 69.1 million in the previous year.

MRH is the holding company of Bogawantalawa Tea Estates PLC (BTE) and Ceylon TeaGardens Ltd (CTG) holding 70.75% and 100% stakes respectively of these companies. The

main income of MRH is the dividends received from BTE.

BTE PLC

BTE ended the year with a loss before tax of Rs. 227.9million compared to a profit of Rs 82.78

million earned in the previous year. A detailed analysis of the performance of BTE and thesubsidiary is given in its Annual Report for the year 2008/2009, which is freely available since

BTE is a public quoted company.

CTG

CTG is a non operative Company for the last four years with all of its physical assets being

taken over by BTE.

Conclusion

On behalf of the Board of Directors of the Company, I wish to place on record my sincereappreciation to the shareholders, employees, suppliers and customers of the company and the

subsidiaries for the support extended over the year.

Sgd.

Mr D J Ambani

Chairman

3rd September 2009

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BOARD OF DIRECTORS

Mr D J Ambani

Mr Dinesh Jamnadas Ambani is the present Chairman of the following companies.

- Metropolitan Resource Holdings PLC and its subsidiary Ceylon Tea Gardens Ltd,- Bogawantalawa Tea Estates PLC and its 100% owned subsidiary BPL Teas (Pvt) Ltd- Metrocorp (Pvt) Ltd holding company of MG Consultants (Pvt) Ltd. / Engineering

Consultants Ltd. and Megatec (Pvt) Ltd.

- Eco Power (Pvt) Ltd- Skills International Private Ltd and- Vice Chairman of Suntel Ltd

Mr L J Ambani

Mr Lalithkumar Jamnadas Ambani is a fellow Member of the Chartered Institute of Management

Accountants (FCMA) and an Associate member of the Sri Lanka Institute of Chartered Accountants

(ACA). He is presently the Director of the Metropolitan Group of Companies.

Dr R D BandaranaikeDr. Romesh Dias Bandaranaike has a B.Sc. (1

stClass Honours) in Physics from the University of

Colombo and a M.S. in Physics and a Ph.D. in Economics, both from the University of Maryland, USA.

He has been a Director and the Chief Executive Officer of the Eco Power group of companies for the past

10 years, since its inception. Prior to this he was the head of the government unit which privatized the

plantation sector. His previous employment includes as Executive Director/Sri Lanka Business

Development Centre for five years and four years in the USA where he was Project Manager for a large

energy consulting firm. Dr. Bandaranaike has also been an international economic and financial

consultant for 25 years, working for the World Bank, the Asian Development Bank, UNDP, USAID and a

number of other organisations.

Mr M S W FernandoMr Magage Sarath Wimal Fernando FCMA, MBA (Sri J) has over 20 years experience in Senior

management level in Finance, Administration, Manufacturing and IT fields. He has working experience

in England, Belgium and in Sweden. He is a Fellow Member of the Chartered Institute of Management

Accountants UK , and holds an MBA from the Post Graduate Institute of Management Sri

Jayewardenepura University. He is a Visiting Senior Academic at the Faculty of Graduate Studies,

University of Colombo and a Visiting Lecturer at the University of Moratuwa.

At present he is the Director/CEO of Bogawantalawa Tea Estates PLC and Director/CEO of BPL Teas

(pvt) Ltd. Formerly he was a Director of Royal Ceramics Lanka Limited and General Manager Finance

and Administration at Trelleborg Lanka Pvt Limited.

Mr Fernando has held the following positions :

- President : PIM Alumni Association Post Graduate Institute of Management

- Chairman : The Management Club- Warden : Child Protection Society of Sri Lanka- CPS Boys Home, Maharagama

- Vice President: Thomian Society of Colombo

- Director : Lanka Humanitarian & Development Foundation.

Mr C M O Haglind

Mr Carl Michael Oscarsson Haglind has a MBA from Stockholm School of Economics. He is a Founder

and President of Teamwork Technology. He is also a Director of Eco Power, BPL Teas (Pvt) Ltd, Suntel

Ltd and Gourmet Teas. Prior to this he was the Vice President of Manpower in Sweden.

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Mr C W Kingsnorth

Mr Colin William Kingsnorth is a Director of Laxey Partners (UK) Limited the Investment Manager to

Laxey Investment PLC. He was the Chief Executive Officer of Regent Fund Management (UK) Ltd the

previous investment manager, from 1995 to January 1999. He holds a BSc in Economics and is an

Associate member of the Institute of Investment Management and Research.

Mr D E H Panter ( Alternate to Mr C W Kingsnorth )

Mr David Panter, Chairman of Laxey Investment PLC has spent over 40 years in the tea industry. He

retired in 1996 as a consultant to Thompson Lloyd & Ewart, one of the largest and oldest tea broking

firms in London. Prior to this he was the chairman of Geo. White & Company Limited, which was

merged into Thompson Lloyd & Ewart Limited in 1993. He spent 25 years as a tea broker in London and

as a consultant to the World Bank, Overseas Development Authority, and to various plantation projects.

Previously he had 16 years service in India where he was chairman of Carritt Moran & Company Limited

and a director of a number of tea plantation companies.

Mr. G V M Nanayakkara

Mr. Gerald Vincent Morris Nanayakkara is a Fellow of the Institute of Chartered Accountants of Sri

Lanka and a Fellow of the Chartered Institute of Management Accountants United Kingdom. He has over

25 years experience in Finance and Administrative functions as Head of Finance in large commercial &

industrial establishments in Sri Lanka, both in private (Metropolitan Agencies Ltd) and state sector

(Coconut Development Authority & Colombo Commercial Co. Ltd.) He engages in financial

consultancies specialist in corporate restructure and project financing as well as involvement in strategic

planning and business development operations, including work in the structuring, evaluation and

execution of restructuring/financing transactions.

Mr. J Molligoda

Mr Jayampathy Molligoda studied at Ananda College, Colombo and is a fellow member of the Institute of

Chartered Accountants of Sri Lanka and obtained his Masters of Business Administration from

Postgraduate Institute of Management, University of Sri Jayawardenapura. He has also completed the

Executive Strategy Programme at Victoria University, Melbourne, Australia. and a fellow member of

the Society of Certified Management Accountants of Sri Lanka.

He counts over twenty eight years of experience in the fields of, human resource development, financial

management and strategic planning. At present, employed at Bogawantalawa Tea Estates PLC, as

Director, Strategic Planning & Projects and Non-Executive Director of Hapugastenne Plantations

PLC/Udapussellawa Plantations PLC.

Life member of the Organization of Professional Association and founder member of the Institute of

Directors, Sri Lanka. Written & published Books, Articles and Policy papers of National importance in

print media and academic journals.

Mr. A K Kumaresena

Mr. Arya Keerthi Kumarasena a past pupil of the Ananda College Colombo. Currently he is a Consultant

and a Director of the Metropolitan Group of Companies. He holds a Bachelor of Science (Honors) in

Engineering and has over 35 years of work experience in the field of engineering.

Mr. D S Saparamadu

Mr. Douglas Senaka Saparamadu is an Associate member of the Chartered Institute of Management

Accountants United Kingdom and holds a BA in Business Studies and a Masters in Finance.

At present he is the Business Controller at Metrocorp (Pvt) Ltd. Prior to this he was a Vice President at

Amba Research Lanka (Pvt) Ltd and was attached to a team of investment analysts that conducted

investment research of the global oil and gas equities.

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Report of the Audit Committee

The Audit Committee consists of the following Non Executive Directors

Mr G V M Nanayakkara-Chairman Mr A K Kumarasena Mr J Molligoda- Secretary Mr A A D S Saparamadu

The Audit Committee of the parent company, Metropolitan Resource Holdings PLC also acts as the Audit

Committee of Bogawantalawa Tea Estates PLC.

The functions of the Audit Committee among others, are;

1. review the system of internal control and risk management2. monitor the effectiveness of the internal audit function3. review the Companys process for monitoring compliance with laws and regulations.4. review the independence and performance of the external auditors5. to make recommendations to the board on the appointment of external auditors and recommend

their remuneration and terms of engagement.

6. assist the Board of Directors in fulfilling its overall responsibilities for the financial reportingprocess

The Audit Committee held three meetings during the year under review. The Group Chief Financial

Controller, Head of Monitoring, sector Senior Accountants and Chief Executive Officer of

Bogawantalawa Tea Estates PLC were invited for Audit Committee meetings.

A comprehensive set of Management report and accounts is produced on a quarterly basis highlighting all

key performance indications and reviewed by the Senior Management. The Board of Directors reviews

performance at the management meetings followed by the Board Meetings held quarterly.

At the meetings, the Committee reviewed the effectiveness of the internal control systems and theGroups approach to its exposure to the business and financial risks. The Internal Audit functions were

reviewed by the Committee to ensure that it covered the operations of major business units and its

transactions of the Group. The committee also reviewed the processes that were placed to safeguard the

assets of the organization and to ensure that the financial reporting system can be relied upon in the

preparation and presentation of financial statements.

Sgd.

G V M Nanayakkara

Chairman-Audit Committee

3rd September 2009

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ANNUALREPORTOFTHEDIRECTORSThe Directors of Metropolitan Resource Holding PLC have pleasure in presenting their report and the Audited

Accounts for the year ended 31st March 2009.

Principal Activities:

Management of plantation continued to be the principal activity of Metropolitan Resource

Holding PLC. The Company has majority equity investment in Bogawantalawa Tea Estates PLC

(BTEL). It also has majority equity investment in BPL Teas (Pvt) Ltd. (BPLT) through BTEL.The company also holds 100% of the shareholding of Ceylon Tea Gardens Ltd. (CTG) which is a

company which has no operations and only owns the brand name Ceylon Tea Gardens.

The Principal activities of the subsidiaries as at balance sheet date are set out below:

Bogawantalawa Tea Estates PLC cultivation and processing of tea BPL Teas (Pvt) Ltd Export of Tea. Ceylon Tea Gardens Ltd currently a non-operative company.

Financial Result

The Financial result of the company and the Group for the current year and the previous year aresummarised as follows:

Company Group

2008/2009

Rs.Mn

2007/2008

Rs.Mn

2008/2009

Rs.Mn

2007/2008

Rs.Mn

Turnover3.8

- 2,858.2 3,240.9

Profit /(Loss) before Tax(6.6) 0.027 (129.2) 78.4

Profit /(Loss) after tax(8.8) (0.058) (131.44) 69.1

Profit /(Loss) attributable to

ordinary shareholders(8.8) (0.058) (94.4) 48.6

Net Assets (as at 31st March)264.1 273.0 544.6 654.2

Earning per share (Rs.)(0.51) (0.03) (5.47) 2.82

Net Assets per share (Rs.)15.30 15.81 31.26 37.89

Share capital of the Company

No of Ordinary Shares Amount (Rs.)

Issue and paid up capital as at

31.03.2009

17,264,802 172,648,020/-

Fixed Assets and InvestmentsThe Company did not invest in property plant and equipment during the year under review whilst the Group

invested 186.5. in the equipment and in immature plantations. The details of the classes acquired and their

movement are disclosed in Note 13 and 14.

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Donations

The Company has not made any donations during the year under review

DividendsThe directors have not recommended a final dividend for the year 2008 /2009.

DirectorsThe following served as the Directors of the Company during the year under review:

Mr. Dinesh Jamnadas Ambani

Mr. Lalith Jamnadas Ambani

Mr. Collin William Kingsnorth



Mr. Michael Haglind

Dr. Romesh Dias Bandaranaike

Mr. Magage Sarath Wimal Fernando

Mr. Gerard Victor Maurice Nanayakkara

(Appointed w.e.f. 16th January 2009)Mr.Jayampathy Molligoda

(Appointed w.e.f. 16th January 2009)Mr. Arya Keerthi Kumarasena

(Appointed w.e.f. 16th January 2009)Mr.Amarasinghe Arachchige Douglas Senaka Saparamadu

(Appointed w.e.f. 16th March 2009)

Directors interests in Contracts

Directors interest in contracts with the company and related party transaction are disclosed in terms No.30.3 of the

Notes to the Accounts, which have been declared by the Directors. The Directors have no direct or indirect interest

in any other contracts or proposed contracts of the company.

Directors Share HoldingsAs at 31/3/2009 As at 31/03/2008

Mr.D.J. Ambani 3,942,019 3,942,019

Mr.L.J. Ambani Nil Nil

Mr.C.W. Kingsnorth Nil Nil

Mr.C.M.O Haglind 1,161,537 1,161,537

Dr.R.D Bandaranaike 198,046 198,046

Mr.J.H.Hertzberg Nil Nil

Mr. M S W Fernando Nil Nil

Mr. J Molligoda 6,967 6,967

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Public Share Holding as at 31st

March 2009

The Public shareholding of the Company was 23.62%.

Post Balance sheet: EventsPost Balance Sheet Events have been disclosed as per note 31 of the Notes to the Accounts.

Directors Responsibility in Financial Statements

The financial statements have been prepared and presented by the Directors in conformity with the Sri Lanka

Accounting Standards and provide the information required by the Companies Act No.17 of 1982 and requirements

of the Colombo Stock Exchange. The Directors continue to adopt the going concern basis in preparing financial

statements. Having scrutinized Groups plans, the current year budgets and other relevant document the Directors

consider that the Group has adequate resources to continue in operations.

Corporative Governance

The Directors of the Board are responsible for the formulation of overall business strategies and policies and setting

standards and ensuring implementation of them. The Board of Directors review the progress quarterly.

Auditors

Messrs BDO Burah,Hathy, Chartered Accountants served as the Auditors during the year under review.

For and on behalf of the board

Sgd Sgd

Mr. D.J.Ambani Mr M.S W. Fernando

Chairman Director

ESJAY Corporate Services (Pvt) Limited

Sgd

Secretaries

Date 3rd September.2009

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CORPORATE GOVERNANCE

Metropolitan Resource Holdings PLC is committed to upholding high standards of ethics, social responsibility and

corporate governance in conducting business.

Our Corporate Governance practices are described below with reference to the Code of Best Practice on Corporate

Governance published by the Institute of Chartered Accountants of Sri Lanka, Listing Rules of the Colombo Stock

Exchange (CSE).

THE BOARD OF DIRECTORS

Board Responsibility

The Board of Directors is responsible for the Companys performance and Governance.

The Board is responsible to

(a) Enhance shareholder value.(b) Formulate and communicate business policy and strategy to assure sustained growth and to monitor its

implementation.

(c) Approve any change in the Companys business portfolio and sanction major investments and disinvestmentsin accordance with parameters set.

(d) Ensure Executive Directors have the skills and knowledge to implement strategy effectively, and propersuccession arrangements are in focus.

(e) Ensure effective remuneration, reward and recognition policies are in place to help employees give of theirbest.

(f) Set and communicate values/ standards, with adequate attention being paid to accounting policies/practices.(g) Ensure effective information, control, risk management and audit systems are in place.(h) Ensure compliance with laws and ethical standards.(i) Approve annual budgets and monitor performance against these.(j) Adopt annual and interim results before these are published.In discharging their duties, the Directors: Bring independents judgment to bear and consider foremost the interest of the Company as a whole. Stay abreast of developments in management practice, the world and domestic economy and other matters

relevant to the Company.

May convey concerns to the Chairman, or to a non-executive Director, if and when a need arises. May, where necessary and with the concurrence of the Chairman, consult and consider inputs from experts

in relevant areas.

Declare their interests in contracts under discussion at a Board meeting, and refrain from participating in suchdiscussion.

Possessing price-sensitive information concerning the Company should not trade in the companys sharesuntil such information has been adequately disseminated in the market.

Directors are provided with quarterly reports on performance and such other reports and documents as necessary.

The Chairman ensures that all Directors are adequately briefed on issues arising at meetings.

Composition

During the year Board comprised of Eleven Directors - Ten non-Executive Directors including the Chairman and

One an Alternate Director for a non-Executive Director. The Directors are named below and a short profile of each

is given in page 06 of this Annual Report.

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The Board meets quarterly as a matter of routine and additional meetings are held where necessary. During the year

the Board met Four (4) times and attendance at these meetings are given below.

Name of Director Executive / non-Executive /

Independent Non-Executive

Attendance

Mr. Dinesh Jamnadas Ambani non-Executive 4

Mr. Lalith Jamnadas Ambani non-Executive -Mr. Collin William Kingsnorth non-Executive -



non-Executive -

Mr. Michael Haglind non-Executive 4

Dr. Romesh Dias Bandaranaike non-Executive 4

Mr. Magage Sarath Wimal Fernando non-Executive 4

Mr. Gerard Victor Maurice Nanayakkara non-Executive -

Mr.Jayampathy Molligoda Independent Non-Executive 1

Mr. Arya Keerthi Kumarasena Independent Non-Executive -

Mr.Amarasinghe Arachchige Douglas

Senaka Saparamadu

Independent Non-Executive 1

The composition of Executive, Non-Executive and independent Non-Executive Directors satisfies the requirementsset down in the Listing Rules of the CSE. Three of the Non-Executive Directors are also independent Directors

while eight Directors are Non-Executive Directors of Metropolitan Resource Holdings PLC

Financial Acumen

The Board, including the Alternate Director includes 4 senior accountants 2 chartered accountants who possess

the necessary expertise to offer guidance to the Board on matters of finance. One of them serves as Chairman of the

Audit Committee.

Appointment to the Board and Election of DirectorsThe Board of Directors considers and decides on appointment of Directors. The Companys Articles of Association

provides that a Director nominated by the Board may hold office until the next Annual General Meeting and seek

reappointment by the shareholders at that meeting.

The articles call for one third of the Directors to retire at the Annual General Meeting whereby those longest in

office since their appointment / reappointment retire. Retiring Directors are generally eligible for re-election. The

Chief Executive Officer does not retire by rotation.

BOARD COMMITTEES

Remuneration CommitteeSince there are no paid employees of Metropolitan Resource Holdings PLC, a remuneration committee has not been

set up.

Audit CommitteeThe Audit Committee constituted in 2009 comprises of three Non-Executive Independent Directors and is chaired

by a senior chartered accountant.The Audit Committee has written terms of references and is empowered to examine any matters relating to the

financial affairs of the Group and its internal and external audits. The committee reviewed the financial statements,

internal control procedures, accounting policies, compliance with accounting standards, emerging accounting issues

and other related functions that the Board required. It reviews the adequacy of systems for compliance with relevant

legal, regulatory and ethical requirements. Significant issues discussed by the committee at the reviews were

communicated to the Board of Directors for their consideration and action.

The Audit Committees Report including names of the members of the Audit Committee appears on page 09 of this

Annual Report.

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Communication with shareholders and Annual General Meeting (AGM)The Notice of Meeting containing the agenda and instructions on voting, including appointment of proxies is

enclosed with this Annual Report.

The shareholders are provided with six monthly Financial Statements. This is the principal communication with

shareholders and other stakeholders during the year. These reports are also provided to the Colombo Stock

Exchange.

The Board strives to enhance shareholder value and provide a total return in excess of the market return. The Board

policy is to distribute a reasonable dividend to the shareholders whilst considering funding requirements of future

capital expenditure and new projects.

Major TransactionsThere were no transactions during the year under review, which falls within the definition of Major Transactions

in terms of the Companies Act.

ACCOUNTABILITY AND AUDIT

Internal controlThe Board of Directors is responsible for the Companys system of internal financial controls. The system is

designed to safeguard assets against unauthorized use or disposition and to ensure that accurate records are

maintained and reliable financial information is generated. However, there are limits to which nay system can ensurethat errors and irregularities are prevented or detected within a reasonable period.

The important procedures are in place to discharge this responsibility are as follows:

The Directors are responsible for the establishment and monitoring of financial controls appropriate for theoperation within the overall Group policies.

The Board reviews the strategies of the divisions and constituent Companies. Annual budgeting and regular forecasting processes are in place and the Directors review performance. The Board has established policies in areas of investment and treasury management and does not permit

employment of complex risk management mechanism.

The Group is subjected to regular internal audits and systems reviews. The Audit Committee reviews the plans and activities of the internal audits and the management letters of

External Auditors.

The Group carefully selects and trains employees and provided appropriate channels of communication tofoster a control conscious environment.

The Board has reviewed the effectiveness of the system of financial control for the period up to the date of signing

the accounts.

Disclosure of informationThe Board places emphasis on complete disclosure of both financial and Non-financial information within the

bounds of commercial reality and the early adoption of sound reporting practices. Due care is exercised with respect

to price sensitive information.

The statements of Directors Responsibilities for the preparation of Financial Statements are giving in page 16 of this

Annual Report.

Going concernThe Directors believe, after reviewing the financial position and the cash flow of the Group, that the Group has

adequate resources to continue operation well into the foreseeable future. For this reason they continue to adopt the

going concern basis in preparing the Financial Statements.

Level of compliance with Section 6 of the CSE Listing Rules on Corporate Governance is given in the following

table.

Page 14


17/60

Page 15

Rule

No.

Subject Applicable Requirement Complianc

e Status

Details

6.1 (a) Non-Executive

Directors

At least one-third of the total number of

Directors should be Non-Executive Directors

Compliant All Directors are Non-Executi

Directors

6.2 (a) Independent Directors At least one-third of Non-Executive

Directors, whichever is higher should beindependent

Compliant Three of the Eleven Non-Execut

Directors are Independent

6.2 (b) Independent Directors Each Non-Executive Director should submita declaration of independence / non-independence in the prescribed format

Compliant 7 Non-Executive Directors hasubmitted the declaration

6.3 (a) Disclosure relating toDirectors

Names of independent Directors should bedisclosed in the Annual Report

Compliant Please refer page 13

6.3 (b) Disclosure relating to

Directors

The basis for Board to determine a Director

as independent, if specified criteria forindependence is not met

Compliant Given in page 12 under the heading

Board Balance

6.3 (c) Disclosure relating toDirectors

A brief resume of each Director should beincluded in the Annual Report including the

areas of Expertise

Compliant Please refer page 6

6.3 (d) Disclosure relating toDirectors

Forthwith provide a brief resume of newDirectors appointed to the Board with detailsspecified in 6.3 (d) to the Exchange

Compliant Four (4) new Directors were appoinduring the year under review

6.5 RemunerationCommittee

A listed Company shall have a RemunerationCommittee

N/A No paid employees in the CompaTherefore a remuneration committee h

not been set up.6.5 (a) Composition ofRemuneration

Committee

Shall comprise of Non-Executive Directors amajority of whom will be independent

N/A

6.5 (b) Functions ofRemunerationCommittee

The Remuneration Committee shallrecommend the remuneration of ChiefExecutive Officer and Executive Directors

N/A

6.5 (c) Disclosure in theAnnual Report relating

to RemunerationCommittee

The Annual Report should set out;

Name of Directors comprising theremuneration Committee

N/A

Statement of Remuneration Policy N/A No payments made to the Directors

Aggregated remuneration paid to Executiveand non-Executive Directors

N/A No payments made to the Directors

6.6 Audit Committee The Company shall have a Audit Committee Compliant 4 Non executive directors

6.6 (a) Composition of AuditCommittee

Shall comprise of Non-Executive Directors amajority of whom will be independent

Compliant Audit Committee consists of thIndependent Non-Executive Directors

Non-Executive Directors shall be appointedas the Chairman of the committee

Compliant

Chief Executive Officer and the ChiefFinancial Officer should attend Audit

Committee Meetings

NonCompliant

The Chairman of the Audit Committee orone member should be a member of aprofessional accounting body

Compliant Chairman of the Audit Committee iChartered Accountant

6.6 (b) Audit Committee

functions

Should be as outlined in the Section 6 of the

Listing Rules

Compliant The terms of reference of the Au

Committee is disclosed in page 09.

Disclosure in theAnnual Report relatingto Audit Committee

(a) Names of Directors comprising theAudit Committee

(b) The Audit Committee shall make adetermination of the independence of

the Auditors and disclose the basis forsuch determination

(c) The Annual Report shall contain aReport of the Audit Committee setting

out of the manner of compliance of thefunctions

Compliant

Compliant

Compliant

Please refer Audit Committee ReporPage 08Please refer AuditCommittee Report Page 08

Please refer Audit Committee ReporPage 08


18/60

STATEMENT OF DIRECTORS RESPONSIBILITY

The Directors are responsible, under Sections 150(1), 151, 152(1) 153(1) and (153(2) of the

Companies Act No.7 of 2007, to ensure compliance with the requirements set out therein to

prepare Financial Statements for each financial year giving a true and fair view of the state ofaffairs of the Company as at the end of the financial year and of the profit and loss of the

Company and the Group for the financial year. The Directors are also responsible, under Section

148 for ensuring that proper accounting records are kept disclose, with reasonable accuracy, the

financial position and enable preparation of the Financial Statements.

The Directors confirm that in preparing the Financial Statements, appropriate accounting policies

have been selected and applied consistently while reasonable and prudent judgments have beenmade so that the form and substance of transactions are properly reflected.

They also confirm that the Financial Statements have been prepared and presented in accordance

with the Sri Lanka Accounting Standards. The Financial Statements provide the information

required by the Companies Act and the listing rules of the Colombo Stock Exchange.

The external auditors, Messrs B D O Burah Hathy, Chartered Accountants are deemed

reappointed in terms of Section 158 of the Companies Act No.7 of 2007 were provided withevery opportunity to undertake the inspections they considered appropriate to enable tem to form

their opinion on the Financial Statements. The report of the auditors, shown on page 17 Sets out

their responsibilities in relation to the Financial Statements.

COMPLIANCE REPORT

The Directors confirm that to the best of their knowledge, all statutory payments relating toemployees and the Government that were due in respect of the Company and its subsidiaries as

at the Balance Sheet date have been paid or where relevant, provided for.

ByorderoftheBoardMETROPOLITAN RESOURCE HOLDINGS PLC

(Sgd.)S I de Silva

Esjay Corporate Services (Private) Limited

Secretaries

Page 16


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20/60


21/60

METROPOLITAN RESOURCE HOLDINGS PLC Page

INCOME STATEMENT

FOR THE YEAR ENDED 31ST MARCH, 2009

2008/2009 2007/2008 2008/2009 2007/2008

Notes Rs. Rs. Rs. Rs.

Revenue 3 2,858,284,000 3,240,937,175 3,827,456 -

Cost of Sales 4 (2,722,136,094) (2,927,000,172) - -

Gross Profit 136,147,906 313,937,003 3,827,456 -

Other Income 5 122,430,136 146,413,231 16,823,421 3,268,1

Administration Expenses (275,522,624) (235,083,846) (27,323,380) (2,991,42

Other Expenses - - - -

Finance Cost 6 (112,294,016) (146,838,651) - -

Group Company

Profit/(Loss) Before Taxation 7 (129,238,598) 78,427,737 (6,672,503) 276,69

Income Tax Expenses 8 (2,210,701) (9,320,869) (2,210,701) (860,80

Profit/(Loss) for the Year (131,449,299) 69,106,868 (8,883,204) (584,1

Attributable to

Equity Share Holders of the Company (94,477,237) 48,622,671 (8,883,204) (584,1

Minority Interests (36,972,062) 20,484,197 - -

(131,449,299) 69,106,868 (8,883,204) (584,1

Earnings Per Share - Basic 9 (5.47) 2.82 (0.51) (0.0

Dividend Per Share 10 - - - -

The Accounting Policies and Notes from pages 07 to 39 form an integral part of these financial statements.

Colombo

3rd September' 2009


22/60

METROPOLITAN RESOURCE HOLDINGS PLC Page 2

BALANCE SHEET

AS AT 31ST MARCH, 2009

2008/2009 2007/2008 2008/2009 2007/2008

Notes Rs. Rs. Rs. Rs.ASSETS

Non-current Assets

11 310,905,360 319,365,348 - -

Lease (other than Bare Land) 12 293,362,628 314,603,334 - -

Mature Plantations 13 663,240,280 799,605,649 97,010 1,475,747

Immature/Mature Plantations 14 827,398,321 778,211,571 - -

Biological Assets 14.1 224,724,506 197,769,867 - -Capital Work-in-Progress 15 6,374,140 8,409,042 - -

2,326,005,235 2,417,964,811 97,010 1,475,747

Goodwill on Acquisition 16 5,708,384 5,708,384 - -

Investment 17 22,594,761 24,113,712 237,000,000 259,722,404

Group Company

Immovable (JEDB/SLSPC) Estate

Assets on Finance

Property, Plant & Equipment other

than Immature

Leasehold Right to Bare Land

(JEDB/SLSPC)

, , , , , , , ,

2,354,308,380 2,447,786,907 237,097,010 261,198,151

Current Assets

Inventories 18 460,543,533 590,433,610 - -

Trade and Other Receivables 19 585,564,761 516,884,703 888,269 1,408,347

20 1,018,490 2,535,946 6,400,385 2,007,140

Short Term Investments 21 26,962,404 53,099,417 26,962,404 14,417,304Cash at Banks and in Hand 61,574,638 18,627,558 308,593 158,880

1,135,663,827 1,181,581,234 34,559,651 17,991,671

Total Assets 3,489,972,207 3,629,368,141 271,656,661 279,189,822

Amount Due from Related

Companies


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BALANCE SHEET

AS AT 31ST MARCH, 2009

2008/2009 2007/2008 2008/2009 2007/2008

Notes Rs. Rs. Rs. Rs.

EQUITY AND LIABILITIES

Stated Capital and Reserves

Stated Capital 22 265,308,222 265,308,222 265,308,222 265,308,222

Capital Reserves 23,500 23,500 23,500 23,500

General Reserve 27,250,000 27,250,000 - -

Retained Earnings 252,072,114 361,624,351 (1,211,779) 7,671,425

Shareholders' Fund 544,653,836 654,206,073 264,119,943 273,003,147

Minority Interest 238,897,425 258,281,987 - -

Total Equity 783,551,261 912,488,060 264,119,943 273,003,147

Non Current Liabilities

Interest Bearing Borrowings 23 320,057,921 199,766,919 - -

Retirement Benefit Obligations 24 491,825,484 472,142,981 - -

Deferred Income 25 395,960,194 383,093,428 - -

26 550,984,591 558,087,370 - -

1,758,828,190 1,613,090,698 - -

Current Liabilities

Trade and Other Payables 27 479,712,463 650,785,039 471,483 67,037

Net Liability to Lessor of

JEDB/SLSPC Estates

Amounts Due to Related Companies 28 6,000,001 13,662,868 5,074,171 5,074,171

23 130,043,281 63,950,608 - -

Unclaimed Dividends 3,383,270 2,700,312 - -

26 7,102,669 6,829,489 - -

Short Term Borrowings 210,136,379 230,974,452 - -

Income Tax Liability 1,991,064 1,129,232 1,991,064 1,045,467Bank overdrafts 109,049,772 133,757,383 - -

947,418,899 1,103,789,383 7,536,718 6,186,675

Total Equity and Liabilities 3,489,798,350 3,629,368,141 271,656,661 279,189,822


Sgd

The Board of Directors is responsible for the preparation and presentation of these financial statements.

Approved and signed for and on behalf of the Board of Directors.

Sgd Sgd

Colombo

3rd September' 2009

Mrs. Chamari Wahalathanthri

Financial Controller (FC)

Current Portion of Interest Bearing

Borrowings

Net Liability to Lessor of

JEDB/SLSPC Estates

Director

It is certified that the Financial Statements have been prepared in compliance with the requirements of the Companies

Act No. 07 of 2007

Mr. D.J.Ambani Mr. M. S. W. Fernando

Chairman


24/60


STATEMENT OF CHANGES IN EQUITY


Stated General Capital RetainedCapital Reserve Reserve Earnings Total

GROUP Rs. Rs. Rs. Rs. Rs.

Balance as at 1st April,2007 265,308,222 27,250,000 23,500 313,001,680 605,583,402

Loss for the Year - - - 48,622,671 48,622,671

Balance as at 31st March,2008 265,308,222 27,250,000 23,500 361,624,351 654,206,073

Loss for the year - - - (94,477,237) (94,477,237)

Adjustment on Over-statement - - - - -

Dividend Paid - - - (15,075,000) (15,075,000)

Balance as at 31st March,2009 265,308,222 27,250,000 23,500 252,072,114 544,653,836

Stated General Capital Retained

Capital Reserve Reserve Earnings Total

COMPANY Rs. Rs. Rs. Rs. Rs.

Balance as at 31st March, 2007 265,308,222 - 23,500 8,255,537 273,587,259

Net Profit / (Loss) for the Period - - - (584,112) (584,112)

Balance as at 31st March,2008 265,308,222 - 23,500 7,671,425 273,003,147

Net Profit / (Loss) for the Period - - - (8,883,204) (8,883,204)

Balance as at 31st March,2009 265,308,222 - 23,500 (1,211,779) 264,119,943


Colombo

3rd September' 2009


25/60


CASH FLOW STATEMENT


2008/2009 2007/2008 2008/2009 2007/2008

Rs. Rs. Rs. Rs.

Cash Flows From Operating Activities

Profit / (loss) before taxation (129,238,598) 78,427,737 (6,672,503) 276,69

Adjustment for

Depreciation/Amortisation 127,240,238 116,542,770 1,378,737 1,393,59

Profit on dispsal of property plant & equipment (7,374,544) (4,823,382) (2,862,692) -

Loss on Disposal of Brombill Factory 36,516,912 - - -

Interest Income (2,226,162) (7,852,663) 3,720,113 -

Lease Interest in Suspense Written Off 2,663,851 - - -

Interest Expense 103,135,046 146,838,651 - -

Dividend Received 9,600,000 - 9,600,000 -

Provision for Fall in Value of Investments 22,722,404 - 22,722,404 -

Provision for Retirement Benefit Obligations-Gratuity 59,266,278 107,752,931 - -Amortization of Grants and Subsidiaries (6,985,547) (6,404,623) - -

Change in fair value of Biological Assets (26,954,640) (42,296,599) - -

Given to LRL (6,325,755) (6,325,757) - -

Given to ASPIC (416,335) (416,335) - -

Amortisation of Brand Development Cost 1,518,951 1,556,041 -

Provision for JEDB Lease Rentals - 18,226,344 - -

Operating profit/(loss) before working capital changes 183,142,099 401,225,115 27,886,059 1,670,28

(Increase)/Decrease in Inventories 129,890,077 (203,701,580) - -

(Increase)/Decrease in Trade and Other Receivables (68,891,371) 19,249,635 520,078 50,37

Increase/(Decrease) in Due From Related Parties (6,207,445) 632,251 (4,393,245) (626,68Increase/(Decrease) in Trade and Other Payables (104,380,418) 199,821,694 404,446 (197,50

Increase/(Decrease) in Due To Related Parties (4,642,372) 13,468,865 - (271,48

Cash generated from/(used in) operating activities 128,910,570 430,695,980 24,417,338 624,98

-

Interest Paid (80,538,375) (144,774,542) - -

Gratuity Paid (39,460,815) (38,210,177) - -

Grants Received 26,594,403 15,801,516 - -

Income Tax Paid (1,349,194) (8,942,089) (1,265,104) (4,57

-

Net cash generated from/(used in) operating activities 34,156,589 254,570,688 23,152,234 620,41

Cash Flows From Investment Activities

Investment In Immature Plantations (65,159,096) (41,710,058) - -

Acquisition of Property, Plant and Equipment (115,590,518) (149,362,319) - -

Proceeds from Disposal of Property, Plant and Equipment 8,226,631 5,532,056 2,862,692 -

Proceeds from Disposal of Brombill Tea Factory 69,385,666 - - -

Interest Received 2,226,162 7,852,663 (3,720,113) -

Net Investment in Government & Short Term Securities (12,545,100) (1,283,033) (12,545,100) (1,274,41

Net cash from/(used in) investing activities (113,456,255) (178,970,691) (13,402,521) (1,274,41

CompanyGroup


26/60


CASH FLOW STATEMENT (Cont.)


2008/2009 2007/2008 2008/2009 2007/2008

Rs. Rs. Rs. Rs.

Cash Flow From Financing Activities

Payments of Finance Lease Rental (11,977,851) (16,433,051) - -

Payments to Lessor on Leased Rights (29,426,160) (29,263,145) - -

Amounts Received from Lalan Rubbers (Pvt) Ltd. - 6,195,546 - -

Amounts Received from ASPIC Corporation Ltd. - 4,018,433 - -

Long Term Borrowings-net - 13,459,060 - -

Dividends Received (9,600,000) - (9,600,000) -

Receipts From of Interest Borrowings Borrowings 290,317,558 - - -

Payments of Long Term Borrowings (95,811,188) - -

Short Term Loans - net (20,838,070) (137,596,838) - -

Dividends paid (14,392,043) (458,984) - -

Net cash from / ( used in) financing activities 108,272,246 (160,078,979) (9,600,000) -

Net increase/ (decrease) in cash and cash equivalents 28,972,580 (84,478,982) 149,713 (654,00

Cash and cash equivalents at the beginning of the year (76,447,714) (30,650,843) 158,880 812,88

Cash and cash equivalents at the end of the year ( Note A ) (47,475,134) (115,129,825) 308,593 158,88

(A) Cash & Cash Equivalents at the end of the year

Cash & bank balances 61,574,638 18,627,558 308,593 158,88

Bank overdrafts (109,049,772) (133,757,383) - -

(47,475,134) (115,129,825) 308,593 158,88


Colombo

3rd September' 2009

Group Company


27/60


SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE FINANCIAL STATEMENTS

7

1. CORPORATE INFORMATION

1.1 General

Metropolitan Resource Holdings PLC is a Quoted Public Company incorporated and domiciled

in Sri Lanka., registered under the companies Act No. 7 of 2007. The Registered Office of the

Company is located at No. 30/1, Bagattale Road, Colombo 03.

1.2 Principal Activities and Nature of Operations

During the year, the principal activities of the Company were to provide plantation

management services to its subsidiary companies.

1.3 Parent Enterprise

The Company does not have a parent enterprise.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 GENERAL ACCOUNTING POLICIES

2.1.1 Basis of Preparation

These financial statements presented in Sri Lanka Rupees have been prepared under the

historical cost basis except for certain Property, Plant and Equipment which are stated atrevalued amounts, in accordance with generally accepted accounting principles and the

standards laid down by the Institute of Chartered Accountants of Sri Lanka.

2.1.2 Statement of Compliance

The balance sheet, statement of income, changes in equity and cash flows, together with

Accounting Policies and Notes (Financial Statements) of Metropolitan Resource Holdings

PLC, comply with the Sri Lanka Accounting Standards.

2.1.3 Going Concern

The directors have made an assessment of the Metropolitan Resource Holdings PLCs ability to

continue as going concern and they do not intend either to liquidate or to cease operations.

2.1.4 Basis of Consolidation

The consolidated financial statements comprise of the financial statements of Metropolitan

Resource Holdings PLCand its subsidiaries as at 31st March 2008.The financial statements ofthe subsidiaries are prepared for the same reporting year as the parent company using

consistent accounting policies.


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8

All intra-group balances, transactions, incomes and expenses and profits and losses resulting

from intra-group transactions that are recognized in assets, are eliminated in full.

Subsidiaries are consolidated from the date the Parent obtains control until such time the

control ceases.

Goodwill arising on the acquisition represents the excess of the cost of the acquisition over the

Groups interest in the net fair value of the acquirees identifiable assets, liabilities and

contingent liabilities at the date of acquisition. Upon transition to revised Sri Lanka Accounting

Standard 25 Business Combinations, goodwill will no longer be amortized. Instead, goodwill

will be tested for impairment annually and assessed for any indication of impairment at eachreporting date to ensure that its carrying amount does not exceed its recoverable amount. If an

impairment loss is identified, it will be recognized immediately in the Income Statement.

Negative goodwill arising on acquisition represents the excess of the fair value of the net assets

acquired over the cost of acquisition. Any remaining balance of negative goodwill as at 1 April

2006 is transferred to opening balance of retained earnings in accordance with the

SLAS 25 Business Combinations (revised 2005).

The total profits and losses for the period of the Company and of its subsidiaries included in

consolidation are shown in the Consolidated Income Statement.

Minority Interest represents the portion of profit or loss and net assets held by the group and

presents separately in the Income Statement within Equity in the Consolidated Balance Sheet,

separately from parents share holders equity.

2.1.5 Comparative Information

The accounting policies have been consistently applied by the company and it is consistent

with those of the previous year. The previous years figures and phrases have been re-arranged

wherever necessary to conform to the current years presentation.

2.1.6 Segment Reporting

Segment information has been disclosed in the financial statement in respect of the identifiable

operating segments of the company on a consolidated basis.


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9

2.1.7 Foreign Currency Translation

All foreign exchange transactions are converted to Sri Lanka Rupees, which is the reporting

currency, at the rates of exchange prevailing at the time the translations were effected.

Monetary assets and liabilities denominated in foreign currencies are translated to Sri Lanka

Rupee equivalents using year end spot foreign exchange rates. The resulting gain or losses are

accounted in the income statement.

Non monetary assets and liabilities are translated using exchange rates that existed when the

values were determined. The resulting gain or losses are accounted in the Income Statement.

2.1.8 Materiality and aggregation

Each material class of similar items is presented separately in the financial statements. Items of

a dissimilar nature or function are presented separately unless they are immaterial.

2.1.9 Significant Accounting Judgements, Estimates and Assumptions

i) JudgementsIn the process of applying the accounting policies, management has made the following

judgement, apart from those involving estimations which has most significant effect on the

amounts recognized in the financial statements.

Inventory valuation produce stock

Bogawantalawa Tea Estates Plc and its subsidiary have valued the unsold produce stock as

at the Balance Sheet date based on most recent selling prices available subsequent to the

year end.

ii) Estimates and AssumptionsThe key assumptions concerning the future and other key sources of estimation uncertainty

at the balance sheet date, that have a significant risk of causing a material adjustments to

the carrying amounts of assets and liabilities within the next financial year, have been

considered.

Defined Benefit Plans

The cost of defined benefit plan is determined using actuarial valuations. The actuarial

valuation involves making assumptions about discount rates, expected rates of return on

assets, future salary increases, and mortality rates and future increases. Due to the long term

nature of these plans such estimates are subject to significant uncertainty.

Further, details are given in Note No.24.


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10

2.2 ASSETS & BASES OF THEIR VALUATION

2.2.1 Property, Plant & Equipment

a) Cost

Property, plant and equipment is recorded at cost less accumulated depreciation and less

any impairment in value.

b) Cost and Valuation

All items of property, plant and equipment are initially recorded at cost. Where items ofproperty, plant and equipment are subsequently revalued, the entire class of such assets is

revalued.

When an asset is revalued any increase in the carrying amount is credited directly to a

revaluation surplus unless it reverses a previous revaluation decrease relating to the same

asset which was previously recognized as an expense. In these circumstances the increase is

recognised as income to the extent of the previous written down value. When assets

carrying amount is decreased as a result of a revaluation, the decrease is recognized as an

expense unless it reverses a previous increment relating to that asset, in which case it is

charged against any related revaluation surplus, to the extent that the decrease does not

exceed the amount held in the revaluation surplus in respect of that same asset. Any balance

remaining in the revaluation surplus in respect of an asset is transferred directly to

accumulated profit or loss on retirement or disposal of the asset.

c) Depreciation / Amortization

Provision for depreciation is calculated by using straight line on the cost or valuation of all

property, plant and equipment other than freehold land, in order to write off such amounts

over the estimated useful lives of such assets.

Improvements to Bare Land 40 years

Plant & Machinery 13 1/3 years

Office Equipment 08 years

Furniture & Fittings 10 years

Motor Vehicles 05 years

Water Project & Sanitation 20 years


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11

The leased hold rights are being amortized in equal amounts over the shorter of following

periods.

a) The lease term andb) The expected useful life of the assets.

Bare Land 53 years

Mature Plantation 30 years

Water Supply Scheme 20 years

Buildings 25 years

Plant & Machinery 15 years

The cost of area coming into bearing are transferred to mature plantations and depreciated

as follows,

Tea 33 1/3 years

Rubber 20 years

Coconut 50 years

Depreciation of assets begins when it is available for use.

The assets residual values, useful lives and methods of depreciation are reviewed and

adjusted if appropriate at each financial year.

d) Restoration Costs

Expenditure incurred on repairs or maintenance of property, plant and equipment in order

to restore or maintain the future economic benefits expected from originally assessed

standard of performance is recognized as an expense when incurred.

e) DerecognitionAn item of property, plant and equipment is derecognized upon disposal or when no future

economic benefits are expected from its use or disposal. Any gain or loss arising on

derecognition of the asset calculated as the difference between the net disposal proceeds

and the carrying amount.


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12

2.2.2 Immature and Mature Plantations

The cost of replanting and new planting are classified as immature plantations up to the time of

harvesting the crop.

Further, the general charges incurred on the plantation are apportioned based on the labour days

spent on respective replanting and new planting and capitalized on the immature areas. The

remaining portion of the general charges is expensed in the accounting period in which it is

incurred. The cost of areas coming into bearing are transferred to mature plantations and

depreciated over their useful life period.

2.2.3 Infilling CostWhere infilling results in an increase in the economic life of the relevant field beyond its

previously assessed standard of performance, the cost are capitalized in accordance with Sri

Lanka Accounting Standard No. 32 and depreciated over the useful life at rates applicable to

mature plantation.

Infilling cost that are not capitalized have been charged to the income statement in the year in

which they are incurred.

2.2.4 Biological Assets

Biological assets represent Eucalyptus Grandis Immature timber trees that Bogawantalawa Tea

Estates PLC grows and manage in its plantations. The Eucalyptus Grandis timber tree mature

after 17 years and as per best harvesting practice, the trees can be harvested when they are 20

years old.

In the absence of a relevant Sri Lanka Accounting Standard, International Standard 41

Agriculture has been used for the recognition, measurement and presentation of biological

assets.

Grandis Trees are measured at the Directors assessment of their fair value at each reporting

date, after considering and making necessary adjustment to the independent valuers report to

reflect the requirement of the accounting standard with respect to valuation. In the absence of

market based valuation measures the fair value of biological assets has been determined using

the net present value of expected future cash flows (discount at a risk adjustment rate).

The increment or decrement in fair value of Grandis timber trees is recognized revenue or

expense in the period which occurs. The increment or decrement is determined as the

difference between the fair value of the Grandis timber plantation recognized as at the

beginning of the financial year and the fair value of the plantation recognized as at the

reporting date.


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13

2.2.5 Leases

a) Finance Leases where the company is the lesseeProperty, plant and equipment on finance leases (which effectively transfer to the company

substantially all the risks and rewards incidental to ownership of the leased item) are

capitalized at their cash price and depreciated or amortised over the period the company is

expected to benefit from the use of the leased assets.

The corresponding principal amount payable to the lessor is shown as a liability.

The finance charges allocated to future periods are separately disclosed in the notes.

The interest element of the rental obligation applicable to each financial year is charged to

the income statement over the period of the lease so as to produce a constant periodic rate

of interest on the remaining balance of the liability for each period.

The cost of improvements to or on leased property is capitalized, and depreciated over the

unexpired period of the lease or the estimated useful lives of the improvements, whichever

is shorter.

b) Operating Leases

Leases where the lessor effectively retains substantially all the risks and benefits of

ownership over the leased term are classified as operating leases.

Lease payments (excluding cost of service such as insurance and maintenance) paid under

operating leases are recognized as an expense in the income statement.

2.2.6 Impairment of AssetsThe company assesses at each reporting date whether there is an indication that an asset may be

impaired. If such indication exists or when annual impairment testing for an asset is required

the company makes an estimate of the assets recoverable amount. An assets recoverable

amount is the higher of an assets or cash generating units fair value less costs to sell and itsvalue in use and determined for an individual asset, unless the assets does not generate cash

inflows that are largely independent of those from other assets or groups of assets. Where the

carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired

and is written down to its recoverable amount. In assessing value in use, the estimated future

cash flows are discounted to their present value using a pre tax discount rate that reflects

current market assessments of the time value of money and the risk specific to the asset. These

calculations are collaborated by valuation multiples, quoted share prices or other available fair

value indicators.


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14

Impairment losses of continuing operations are recognized in the income statement in those

expense categories consistent with the function of the impaired asset, except for property

previously revalued where the revaluation was taken to equity. In this case the impairment is

also recognized in equity up to the amount of any previous revaluation.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there

is any indication that previously recongnised impairment losses may no longer exist or may

have decreased. If such indication exists, the company makes an estimate of recoverable

amount. A previously recongnised impairment loss is reversed only if there has been a change

in the estimates used to determine the assets recoverable amount since the last impairment loss

was recognized. If that is the case the carrying amount of the asset is increased to itsrecoverable amount.

That increased amount cannot exceed the carrying amount that would have been determined,

net of depreciation had, had no impairment loss been recognized for the asset in prior years.

Such reversal is recognized in the income statement unless the asset is carried at revalued

amount, in which case the reversal is treated as a revaluation increase.

The following criteria are applied in assessing impairment of Goodwill.

Goodwill is reviewed for impairment, annually or more frequently if events or changes in

circumstances indicate that the carrying value may be impaired.

2.2.7 Capital Work in Progress

Capital work in progress is transferred to the respective asset accounts at the time of the first

utilization of the asset.

2.2.8 Inventories

Inventories other than produced stocks are valued at the lower of cost and net realizable value,

after making due allowances for obsolete and slow moving items. Net realizable value is priceat which inventories can be sold in the ordinary course of business less the estimated cost of

completion and estimated cost necessary to make the sale.

The cost incurred in bringing inventories to its present location and condition is accounted

using the following cost formula.

Input Materials

At average cost


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15

Growing Crop Nurseries

At the cost of direct material, direct labour and appropriate proportion of directly attributable

overheads.

Produce Stock

Valued at estimated selling prices or since realized value.

Spares and Consumables

At the actual cost

2.2.9 Trade and Other Receivables

Trade and other receivables are stated at the amounts they are estimated to realize net of

provisions for bad and doubtful receivables.

Other receivables and dues from related parties are recongised at cost less provision for bad and

doubtful receivables.

2.2.10 Cash and Cash EquivalentsCash and cash equivalents are defined as cash in hand, demand deposits and short term highly

liquid investments readily convertible to known amounts of cash and subject to insignificant

risk of changes in value.

For the purpose of cash flow statement, cash & cash equivalent consists of cash in hand and

deposits in banks net of outstanding bank overdrafts. Investments with short term maturities i.e.

three months or less from the date of acquisitions are also treated as cash equivalents.

The cash flow statement has been prepared based on the indirect method.

2.2.11 Investments

Investments in subsidiaries are carried at cost.


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16

2.3 LIABILITIES & PROVISIONS

2.3.1 Liabilities

Liabilities stated under current liabilities in the balance sheet are those expected to fall due

within one year from the balance sheet date. Items stated as long term liabilities are those

expected to fall due at point of time after one year from the balance sheet date.

Trade and Other Payables

Trade creditors and other payables are stated at their book values.

2.3.2 ProvisionsProvisions are recognized when the company has a present obligations (legal & constructive) as

a result of a past event, where it is probable that an outflow of resources embodying economic

benefits will be required to settle the obligation and a reliable estimate can be made of the

amount of the obligation.

2.3.2.1 Retirement Benefit Obligations

2.3.2.1.1 DefinedBenefit Plans Gratuity

Provision has been made for retirement gratuities, in conformity with SLAS 16 /gratuity Act

No.12 1983. The liability is not externally funded.

Bogawantalawa Tea Estates Plc measures the present value of the promised retirement benefits

of gratuity which is a defined benefit plan with the advice of an actuary firm as at 31st

March

2007.

Provision for gratuity for all employees is on an actuarial basis, using Projected Unit Credit

(PUC) method as recommended by SLAS 16.

The key assumptions used by the actuary include the following.

i. Rate of Interest 10%P.Aii. Rate of Salary Increases of Worker 11% every two Yearsiii. Retirement Age - Workers 60 years

- Staff 60 years

iv. The company will continue as a going concern


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2.3.2.1.2Defined Contribution Plans EPF, ETF & ESPS

Employees are eligible for Employees Provident Fund Contributions and Employees Trust

Fund Contributions in line with respective statutes and regulations. The Group contributes 12%

and 3% of gross emoluments of employees to the Employees Provident Fund and to the

Employees Trust Fund respectively

2.3.2.2 Taxation

a) Current Taxes

Current income tax assets & liabilities for the current and prior periods are measured at the

amount expected to be recovered from or paid to the Commissioner General of Inland Revenue.

The provision for income tax is based on the elements of income and expenditure as reported in

the financial statements and computed in accordance with the provision of the Inland Revenue

Act No. 10 of 2006.

b) Deferred Taxation

Deferred income tax is provided in full using the liability method, for all temporary differences

arising between the tax bases of assets and liabilities and their carrying amounts in the financial

statements.

Tax rates enacted at the balance sheet date are used to determine deferred income tax.

2.3.3 Grants and Subsidies

Grants and subsidies are credited to the income statement over the period necessary to match

them with related cost, which they are intended to compensate on a systematic basis.

Grants related to assets, including non-monetary grants at fair value, are deferred in the balance

sheet and credited to the income statement over the useful life of the related asset.

Grants related to income are recognized in the income statement in the period in which they arereceivable.


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2.4 INCOME STATEMENT

2.4.1 Revenue Recognition

a) Sale of Goods

Revenue is recognized to the extent that it is probable that the economic benefits will flow

to the company and the revenue and associated costs incurred can be reliably measured.

Revenue is measured at the fair value of the consideration received or receivable net of

trade discounts and sales taxes.

b) Interest

Interest income is recognized as the interest accrued on a time basis (taking into account theeffective yield on the asset) unless collectibility is in doubt.

c) Dividends

Dividend income is recognized when the shareholders right to receive payment has been

established.

d) Rental Income

Rental income is recognized on an accrual basis.

e) Others

Other income is recognized on an accrual basis.

Net profits and losses of a revenue nature on the disposal of property, plant and equipment

and other non current assets including investments have been accounted for in the income

statement having deducted from proceeds on disposal, the carrying amount of the assets and

related property, plant and equipment amount remaining in revaluation reserve relating to

that asset is transferred directly to retained earnings.

2.4.2 Expenditure Recognition

a) Expenses are recognized in the income statement on the basis of a direct association

between the cost incurred and the earning of specific items of income. All the expenditure

incurred in the running of the business and in maintaining the property, plant and

equipment in a state of efficiency has been charged to income in arriving at the

profit/(Loss) for the year.


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b) For the purpose of presentation of the income statement the directors are of the opinion that

function of expenses method presents fairly the elements of the companys performance

and hence such presentation method is adopted.

c) Borrowing Costs

Borrowing costs are recognised as an expense in the period in which they are incurred,

except to the extent where borrowing costs are directly attributable to the acquisition,

construction or production of a qualifying assets which are assets that necessarily takes a

substantial period of time to get ready for its intended use or sale are added to the cost of

those assets, until such time as the assets are substantially ready for their intended use or

sale.

Investment income earned on the temporary investment of specific borrowings pending

their expenditure on qualifying assets is deducted from the borrowing cost eligible for

capitalisation.

The amount of borrowing costs eligible for capitalization is determined in accordance with

the Sri Lanka Accounting Standard 20, Borrowing Costs allowed alternative treatment.

2.5 OFF BALANCE SHEET AND INCOME STATEMENT ITEMS

2.5.1 Events Occurring after the Balance Sheet

All material events occurring after the balance sheet date have been considered and where

necessary adjustments to or disclosures have been made in the respective notes to the accounts.

2.5.2 Contingencies and Unrecognized Contractual Commitments

Contingencies are possible assets or obligation that arise from past event and would be

confirmed only on the occurrence or non occurrence of uncertain future events, which are

beyond the companys control.


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2008/2009 2007/2008 2008/2009 2007/2008

3. REVENUE Rs. Rs. Rs. Rs.

Tea 2,857,180,609 3,155,472,502 - -

Rubber 1,103,391 729,466 - -

Tea Sales-Local Operations - 84,735,207 - -

Management Fees - - 3,827,456 -

2,858,284,000 3,240,937,175 3,827,456 -

4. COST OF SALES

Tea 2,720,887,578 2,852,121,112 - -

Rubber 1,248,516 1,434,390 - -

Tea Sales-Local Operations - 73,444,670 - -

2,722,136,094 2,927,000,172 - -

5. OTHER INCOME

Income Share 654,087 115,000 - -

Interest Income 9,666,388 7,852,663 3,720,113 2,124,418

Dividend Income - Quoted 9,600,000 - 9,600,000 -

Rental Income 640,616 540,000 640,616 1,143,696

Income from Leasing of Bungalows 5,312,223 4,566,246 - -

Profit on Sale of Property, Plant and Equipment 7,374,544 4,823,382 2,862,692 -

Profit on Sale of Timber - 1,532,888 - -

Amortisation of Grants (Note 25.1) 6,985,547 6,404,623 - -

Amortisation of Net Income from Operating -Rights Given to LRL (Note 25.2) 6,325,755 6,325,757 - -

Amortisation of Net Income from Operating -

Rights Given to ASPIC (Note 25.3) 416,335 416,335 - -

Sundry Income 2,849,218 9,594,111 - -

Exchange Gain/(Loss) - 10,231,805 - -

upcountry Central Workshop Income 366,474 - - -

Profit Share of Tea Trial (Pvt) Ltd. 1,040,598 - - -

Change in FairValue of Biological Assets 26,954,639 42,296,599 - -

Reprocessed Tea 14,530,814 35,588,427 - -

Sale of Refused Tea 27,969,852 9,143,855 - -

Saw Mill Project 1,743,046 6,981,540 - -

122,430,136 146,413,231 16,823,421 3,268,114

CompanyGroup


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2008/2009 2007/2008 2008/2009 2007/200Rs. Rs. Rs. Rs.

6. FINANCE COSTS

Broker Interest 32,909,961 31,858,080 - -

Interest on Finance Lease 2,953,779 4,864,377 - -

Interest on Overdraft 20,125,065 20,488,973 - -

Lease Interest to JEDB / SLSPC 10,648,439 11,659,481 - -

Interest on Long Term Loans 42,099,167 43,215,841 - -

Interest on Short Term Borrowings 3,557,605 34,751,899 - -

112,294,016 146,838,651 - -

7. PROFIT/(LOSS) BEFORE TAXATION

Profit before taxation is stated after charging all expenses/income including the following.

Directors' Emoluments 6,160,000 5,660,815 - -

Auditor's Remuneration 1,593,750 1,382,500 143,750 137,5

Depreciation / Amortisation -

- Leasehold Right to Bare Land 8,459,987 8,459,864 - -

- Immovable Leased Assets 21,240,704 22,197,089 - -

- Property, Plant and Equipment 81,567,200 70,368,521 1,378,737 1,393,5

- Mature Plantation 15,972,346 15,517,166 - -

Staff Costs

- Defined Benefit Plan Cost 59,266,278 107,752,931 - -

- Salaries and Wages 869,999,461 844,659,671

Loss on Disposal of Brombill Tea Factory 36,516,912 - - -

1,518,951 1,556,041 - -

Group Company

Amortization of Intangible Assets


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2008/2009 2007/2008 2008/2009 2007/2008

8. INCOME TAX EXPENSES Rs. Rs. Rs. Rs.

8.1 Current Income Tax Expense

Income Tax on Current Year Profits 2,210,701 9,320,869 2,210,701 860,804

Under/(Over) Provision in Previous Year - - - -

Tax on Dividends - - - -

2,210,701 9,320,869 2,210,701 860,804

8.2

Accounting Profit/(Loss) Before Tax (129,238,598) 78,427,737 (6,672,503) 276,692

Intra Group Adjustments - 21,042 - -

Aggregate Disallowables (48,522,106) 265,901,184 27,971,671 2,572,623

Aggregate Allowables 47,779,830 (246,169,595) (16,182,805) (2,124,418)

Total Statutory Income (129,980,874) 98,180,368 5,116,363 724,897

(89,956,277)(66,373,138)

- -

Statutory Loss from Business - 152,086 - -

Non Business Income 1,585,251 7,708,909 4,030,192 2,124,418

Tax Loss set off - (12,886,618) - -

Taxable Income (218,351,900) 26,781,607 9,146,555 2,849,315

Income Tax @ 35% 767,454 9,119,848 767,454 743,546

Income Tax @ 15% 1,410,577 108,735 1,410,577 108,735

S.R.L 32,670 92,286.00 32,670 8,523.00

Current Income Tax Expense 2,210,701 9,320,869 2,210,701 860,804

8.3 Taxation

Company

The company is liable for income tax at the rate of 35% in terms of Inland Revenue Act No. 10 of 2006.

Subsidiaries

Bogawantalawa Tea Estates PLC

BPL Teas (Pvt) Ltd

Exempt in terms of section 16 of the Inland

Revenue Act

The income generated by the company from exports is liable to income tax at a concessionery rate of 15% and other

income is taxed at 35%.

Group Company

Reconciliation between Current Tax Expense / (Income) and the product of Accounting Profit

In terms of Inland Revenue Act No.10 of 2006, Profit from any agricultural undertaking would be exempt from

income tax for a period of five years reckoned from the Year of assessment 2006/2007. The corporate tax rate

applicable to the other income would be at 35%.


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8.3 Taxation (Contd..)

Ceylon Tea Gardens Ltd.

8.4 Deferred Taxation

31.03.2009 31.03.2008

Rs. Rs.

On Temporary Differences of PPE 354,172,656 298,239,833

On Retirement Gratuity (491,825,484) (472,142,981)On Tax Loss Carried Forward (39,671,663) (609,216,153)

(177,324,490) (783,119,301)

Tax effect 231,160,435 (240,285,539)

9. EARNINGS/ (LOSS) PER SHARE

2008/2009 2007/2008 2008/2009 2007/2008

(94,477,237) 48,622,671 (8,883,204) (584,112)

17,264,802 17,264,802 17,264,802 17,264,802

Basic earnings / (Loss) per share (Rs.) (5.47) 2.82 (0.51) (0.03)

10. DIVIDEND PER SHARE

Interim dividend paid (Rs.) - - - -

Number of Ordinary Shares - - - -

Dividend per Share (Rs.) - - - -

Net Profit / (Loss) Attributable to Ordinary

Shareholder (Rs.)

Weighted Average Number of Ordinary

Shares in Issue (Nos)

Group

In terms of the Inland Revenue Act No 10 of 2006, corporate tax rate of 35% has been used in computing the

taxation of Ceylon Tea Gardens Ltd. However, no provision has been made in the accounts due to the availability of

tax losses for the current financial year.

Company

Group

The calculation of the earnings / (loss) per share is based on profit or loss attributable to ordinary shareholders for

the year divided by the weighted average number of ordinary shares on issue during the year ended 31st March

2009 and calculated as follows:

The deferred tax (asset) / liability on each temporary differrences which were not recognised in the financial

statements are disclosed below.


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11. LEASEHOLD RIGHT TO BARE LAND JEDB/SLSPC ESTATES - (Group)

2008/2009 2007/2008

Rs. Rs.

Leasehold Value of Bare Land of JEDB/SLPC Estates

Balance as at 31.03.2009 448,380,000 448,380,000

Accumulated Amortisation

Balance as at the beginning 129,014,652 120,554,668

Amortisation for the year 8,459,988 8,459,984

Balance as at the end 137,474,640 129,014,652

Written down value 310,905,360 319,365,348

The leasehold values of bare land are being amortised in equal annual amounts over the 53 years lease period.

12. IMMOVABLE JEDB/SLSPC ESTATE ASSETS ON FINANCE LEASE (OTHER THAN BARE LAND) - (Group)

W.D.V W.D.V

Balance as at Written Balance as at Balance as at Charge for Written Balance as at as at as at

01.04.2008 Off 31.03.09 01.04.2008 the year Off 31.03.09 31.03.09 31.03.08

Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

Mature Plantation 555,387,492 - 555,387,492 263,333,908 18,463,576 - 281,797,484 273,590,008 292,053,584

Immature Plantations - - - - - - - - -

Buildings 64,948,134 - 64,948,134 42,085,646 3,093,166 - 45,178,812 19,769,322 22,862,488

Plant & Machinery

Documents

Metropolitan Resource Holdings_2008-09