Financial Report 2008/2009
Transcription
Financial Report 2008/2009
Contents Page Chairman’s Review 1 CEO’s Review 2 e-channelling Performance Charts 3 Board of Directors 5 Report of the Directors 6 Report of the Auditors 9 Balance Sheet 10 Income Statement 11 Statement of Changes in Equity 12 Cash Flow Statement 13 Accounting Policies 14 Notes to the Financial Statements 19 Share Information 27 Notice of Annual General Meeting 28 Form of Proxy 29 Name of the Company e-Channelling PLC Legal Form Quoted Public Company incorporated in Sri Lanka in 2000 Ordinary share listed on the Second board of the Colombo Stock Exchange Directors Mr.S.S.Bartlett Mr.N.Weerasekara Mr.S.N.Seneviratne Mr.I.Hettiarachchi (Alternate to Mr.N.Weerasekara) Mr.T.K.D.A.P. Samarasinghe Mr.P.V.S.N. Jayatissa (Alternate to Mr.T.K.D.A.P. Samarasinghe) Secretaries and Registers S.S.P.Corporate Services (Pvt) Limited No 101, Inner Flower Road, Colombo 03 Auditors KPMG Ford, Rhodes, Thornton & Co Chartered Accountants 32A,Sir Mohamed Macan Markar Mawatha P.O.Box 186, Colombo 03 Bankers Sampath Bank PLC Seylan Bank PLC Nations Trust Bank PLC Hongkong and Shanghai Banking Corporation Registered Office of the Company Suncity Towers, Mezzanine Floor, 18, St Anthony’s Mawatha Colombo 03 Tel: 011 5300500 Fax :011 4724114 Email: [email protected] Internet: www.echannelling.com Chairmanʼs Review The HospitalNet solution which automates the operations of a hospital has been fully deployed and continues to power Nawaloka Hospital which is one of the largest in South Asia handling large volumes of transactions. The company is still looking to secure its second client for this solution which has been a challenge in an environment where hospitals have differed most large scale investment decisions. The company signed up four new hospitals for the channelling solution and an additional telecom provider to the 225 network. I would like to take this opportunity to thank you the I am pleased to provide this message on the recently shareholders for keeping faith in the company, Board of concluded year of operation at E-Channelling PLC. The period Directors for their continued guidance and support, the CEO 2008/09 has been a time for further consolidation in an and the team at E-Channelling for their tireless efforts. Our extremely difficult business environment where interest rates special thanks and appreciation is due to our valued customers and inflation were at record levels. for choosing E-Channelling as their preferred healthcare platform and for placing their trust in the company. You have The company continued its monopoly of the market in the all contributed in no small measure in ensuring value to the area of channelling with a majority of the hospitals using shareholders and building a company that is well geared to our channelling solution as its primary booking system. This dominate this industry in the future. is indeed significant and bookings via this system increased by 33% during the year to a record 317,000 bookings and revenues by a healthy 23% but the company still incurred a Suresh Bartlett loss of Rs 11.1 million which was similar to the previous period. Colombo This is primarily due to labour and other associated costs 31st July 2009 relating to the development of the HospitalNet Solution (which was previously capitalized until such time the license revenue started accruing to the company) now being charged to expenses. Cash and cash equivalents have stabilized at Rs 41 million with the organization now operationally sustainable on a month on month basis and not dipping into this reserve since mid way through the financial year. 1 CEOʼs Review Significant revenue growth achieved by focusing on Great ROI was achieved on the sales promotional activities profitable channels and streamlining and automating that were carried out during the year where we witnessed the rest. direct increase in network bookings and awareness. We are also leveraging on the strong relationships we have built now with our hospitals and telecom partners; pushing the message forward to the channelling public. Even with the growth in revenue the Company incurred a Rs. 11.1 million loss, which was predominantly due to the rising cost in labour and infrastructure. However, we have achieved the level of up-time and reliability which has never been demonstrated in this sector before. The system is truly available around the clock, especially for the web customer. The web based booking, i.e. people channelling online has seen the highest growth of all with a 36% increase. Yet another year of exceptional revenue growth of 23%. We have signed up more hospitals and more “225” Partners The HospitalNet is now fully deployed at Nawaloka and during the year and many more in the pipeline. Our revenue is managing their end to end processes. The challenge has per booking has also increased by 22% whilst maintaining been to secure more customers for this Enterprise Solution a “fair value” to our customers. However, there is more room under the present economic climate. We have successfully for growth here. We worked relentlessly hard in reducing modularised this product and are targetting smaller the cost of collection, distribution and support to ensure that hospitals, pharmacies and laboratories. The pipeline for this the overheads do not rise at the same rate as revenue, which is looking strong with this new approach, but the challenge is a challenge in the current market. will be to achieve the level of revenues required to achieve the break even for this SBU. My sincere appreciation goes out to the Chairman and the Board of Directors for their strategic input and direction given throughout the year. I would like to thank my team; for their valuable and dedicated contribution especially through the downsizing that we went through during the year. Last but not least, I thank all of you, our stakeholders, for your support, confidence and trust that you have placed in us. Whilst focusing on growing the revenue we spent a fair The future is bright. portion of our efforts on questioning and changing how we did business. Through this we streamlined a number of poor performing operations and automated them. All of this Ravi Raveendran achieved high level efficiency and visibility to the business Colombo and saw an end to us tapping into the reserve to manage the 31st July 2009 day to day operations. 2 eChannelling Performance Charts Revenue generated from fees charged from appointments. The number of appointments made through our network, i.e. internet, telephone and the pharmacy chains. Conversion rate is the share of the network based appointments compared to the total number of appointments (which includes appointments made at the hospital channelling counters) 3 eChannelling Performance Charts Steady and consistent growth in revenue from our primary fee based activities. Steady growth in appointments year on year. Profit / (Loss) from the eChannelling operation since launch. 4 Board of Directors Mr. Suresh Bartlett Chairman / Independent, Non-Executive Director Mr. Bartlett was appointed to the Board of E-channelling on 25 April 2007. He is currently National Director of World Vision Lanka, Chairman of Vision Fund Lanka. Mr. Bartlett‘s previous appointments were in international development as Program Director/Chief of Party at The Asia Foundation and Program Director on the ICT4D eSri Lanka World Bank assignments. Prior to this, Mr. Bartlett worked extensively in the corporate sector in Finance, Banking and Information Technology both locally and overseas - at National Mutual Life and ANZ Banking Group in Melbourne, Australia and Informatics Group in Colombo, Sri Lanka. His expertise and experience is in Business/Finance, Operations and Technology Management, Program and Project Management. Mr. Bartlett is a Certified Practicing Accountant (CPA Australia), Chartered Management Accountant (ACMA - UK) and a Chartered Manager (MCMI - UK & AIMM - Australia) and his earlier experience was with KPMG Ford, Rhodes, Thornton & Co. in Finance, Audit and special assignments. Mr. Nissanka Weerasekera Non-Independent, Non-Executive Director Mr. Weerasekera was appointed to the Board of E-channelling on 19 June 2006. He is the Regional Managing Partner for South and Central Asia, with responsibility for managing Aureos South Asia Fund I, Aureos South Asia Fund LLC the operational activities of the Aureos Central Asia Fund, and the pioneer funds of Mr. Indika Hettiarachchi Non-Independent, Non-Executive Director Mr. Hettiarachchi was appointed to the Board of E-channelling on 19 June 2006 and act as the alternate Director to Mr. Nissanka Weerasekera. Mr. Hettiarachchi is an Investment Principal with Aureos Capital and is responsible for investments in Sri Lanka and Bangladesh. Prior to joining Aureos in 2006, Mr. Hettiarachchi was Manager Research and Business Development (Real Estate/ Property Sector) at John Keells Holdings PLC. He has over 10 years experience in Private Equity/ Venture Capital, Corporate Finance and Property sector. Mr. Hettiarachchi is a Chartered Financial Analyst (CFA) and holds a Bachelor of Science degree from the University of Wisconsin, USA. Mr. Satyajit Seneviratne Non-Independent, Non-Executive Director Mr. Seneviratne was appointed to the Board of E-channelling on 01 August 2007. Mr. Satyajit Seneviratne is the Head of Business Development at Millennium Information Technologies Limited. A key member of the strategic management team, his responsibilities include sales in emerging and frontier markets and also enhancing the company’s global position and awareness as a leading provider of capital markets automation products. Prior to this, he formed the Global Software Support Division and also the Business Consulting Division within Millennium Information NDB Venture Investments and Ayojana Fund. Technologies Limited. Prior to joining Aureos in November 2003, Mr. Weerasekera was Chief Executive Officer of People’s Venture Investment Company (PVIC) and subsequently Managing Director of Nextventures, which was spun off from PVIC under Nissanka’s leadership. He has 14 years private equity experience in Sri Lanka. Before joining Millennium Information Technologies Limited, Mr. Seneviratne was employed by Apple Computer Inc., as an Engineering Project Manager. He was responsible for all software deliverables for the Apple Macintosh G3 desktop Mr. Weerasekera has also been a Project Manager at the United States Agency for International Development on SME Finance-related projects and has several years’ operational experience in Manufacturing and Finance. He is a Fellow Member of the Chartered Institute of Management Accountants, UK. He also holds a Masters degree in Economics from the University of Colombo, Sri Lanka and a Bachelor of Science Special degree in Physics from the University of Peradeniya, Sri Lanka. computer product range. From ’90 – ’96, he served as the long-term computer specialist on the USAID funded Financial Markets Project in Sri Lanka. He was responsible for the initial and subsequent post-trade automation projects of the Colombo Stock Exchange (CSE). He was also involved in producing the Request for Proposals (RFP) and the evaluation of the automated trading system for the CSE. Mr. Seneviratne began his career as a Programmer Analyst at the U.S. House of Representatives in Washington, D.C. He holds a Master of Science in Computer Engineering from Clemson University, South Carolina, USA and a Bachelor of Science degree in Electrical Engineering from the University of Texas at Austin, USA. 5 Report of the Directors on the Affairs of the Company The Board of Directors are pleased to present their Report Directorʼs Remuneration and Other Benefits and the Audited Financial Statements of the Company for Director’s remuneration in respect of the Company for the the year ended 31st March 2009. The details set out herein financial year ended 31st March 2009 is given in Note 20.2 provide pertinent information required by the Companies to the Financial Statements. Act, No.7 of 2007, the Colombo Stock Exchange Listing rules and are guided by recommended best accounting practices. Corporate Donations No donations were made by the Company during the financial Review of the Year year for charitable or political purposes. The Chairman’s Review describes the Company’s affairs and mentions important events of the year. Directors and their Shareholdings Directors of the Company and their respective shareholdings Principal Activity as at 31st March 2009 are as follows. The principal activity of the Company is to operate an 31.03.2009 31.03.2008 Internet based electronic commerce business to provide a booking service for the consultation of doctors and related medical services. Mr. S.S. Bartlett Nil Nil Mr. T.K.D.A.P. Samarasinghe Nil Nil Auditorʼs Report Mr. N. Weerasekera Nil Nil The Auditor’s report on the financial statements is given on Mr S.N. Seneviratne 66 66 page 9. Mr. I. Hettiarachchi Nil Nil Nil Nil (Alternate to Mr. N. Weerasekera) Financial Statements Mr. P.V.S.N. Jayatissa The financial statements of the Company are given in pages (Alternate to Mr. T.K.D.A.P. Samarasinghe) 10 to 13. Mr. T.W. De Silva resigned from the Board with effect from Accounting Policies 1st September 2008. Mr. D.J.P. Fernandopulle Alternate to The accounting policies adopted in preparation of Financial Mr. T.W. De Silva ceased to be a Director with effect from Statements are given on pages 14 to 26. There were no the same date. material changes in the Accounting Policies adopted. Mr. T.K.D.A.P. Samarasinghe resigned from the Board with Interest Register effect from 4th June 2009. Mr. P.V.S.N. Jayatissa Alternate The Company maintains an Interest Register and the Director to Mr. T.K.D.A.P. Samarasinghe ceased to be a particulars of those directors who were directly or indirectly Director with effect from the same date. interested in a contract of the Company are stated there in. The Board wishes to place on record the Company’s sincere Directorsʼ Interest appreciation for the valuable contribution extended to the None of the directors had a direct or indirect interest in any Company by Messrs T.W. De Silva, T.K.D.A.P. Samarasinghe contracts or proposed contracts with the Company other and P.V.S.N. Jayatissa during their tenure on the Board. than as disclosed in Note 20 to the Financial Statements as Related Party Transactions to the Financial Statements. In terms of Article 89 of the Articles of Association of the Company, Mr. S.N. Seneviratne retires by rotation at the Mr. T.K.D.A.P. Samarasinghe was also a director of Lanka Annual General Meeting and being eligible offers himself Bell Ltd. During the year where Rs. 422,453 was paid for for re-election. communication lines to that company. 6 Report of the Directors on the Affairs of the Company Auditors Stated Capital The Financial Statements for the year ended 31st March The Stated Capital of the Company is Rs. 187,516,633 There 2009 have been audited by Messrs KPMG Ford, Rhodes, was no change in the stated capital of the Company during Thornton & Company, Chartered Accountants, who express the year. their willingness to continue in office. In accordance with the Companies Act No.07 of 2007, a resolution relating to their Reserves re-appointment and authorising the Directors to determine Retained losses as at 31st March 2009 amount to their remuneration will be proposed at the forthcoming Rs. 119,162,012. Movements are shown in the Statement of Annual General Meeting. Changes in Equity in the Financial Statements. The Auditor’s Messrs KPMG Ford, Rhodes, Thornton & Events subsequent to the Balance Sheet date Company were paid Rs. 132,000 (2008 – Rs. 110,000) as No significant events have occurred since the Balance Sheet audit fees by the Company. In addition they were paid Rs Nil date other than those disclosed in Note 23 to the Financial (2008 – Rs. Nil.) by the Company for non-audit related work. Statements. As far as the Directors are aware, the Auditors do not have Employment Policies any relationship (other than that of an Auditor) with the The Company identifies Human Resource as one of the most Company other than those disclosed above. The Auditors important factor contributing to the survival and growth of also do not have any interest in the Company. the Company in the current competitive business environment. While appreciating and valuing the service of our employees Dividends a greater effort is made to hire the best talent from external The Directors do not recommend the payment of a dividend sources to maintain and improve the high quality of the for the year ended 31st March 2009. service. Investments Taxation Details of investments held by the Company are disclosed in The tax position of the Company is given in Note 18 to the Note 6 to the Financial Statements. Financial Statements. Intangible Assets Disclosure as per Colombo Stock Exchange Rule An analysis of the Intangible Assets of the Company, No.8.7 31.03.09 additions and impairments during the year and amortisation 31.03.08 charged during the year are set out in Note 4 to the Financial Market price per share as at 31st March 7.75 15.50 Statements. Highest share price during the year 16.00 36.50 Lowest share price during the year 6.50 12.00 Property, Plant and Equipment An analysis of the property, plant and equipment of the Shareholding Company, additions and disposals made during the year and The number of registered shareholders of the Company as at depreciation charged during the year are set out in Note 2 to 31st March 2009 was 1,243. the Financial Statements. Major Shareholders Capital Commitments The twenty largest shareholders of the Company as at 31st There are no material capital commitments that would require March 2009, together with an analysis are given on page 27. disclosures in the Financial Statements. 7 Report of the Directors on the Affairs of the Company Statutory Payments Post Balance Sheet Events The Directors to the best of their knowledge and belief Subsequent to the date of the Balance Sheet no circumstances are satisfied that all statutory payments in relation to the have arisen which would require adjustments to the accounts. government and the employees have been made on time. Significant post balance sheet events which in the opinion of the Directors require disclosure are described in Note 23 to Environment, Health and Safety the financial statements. The company policy continues to ensure that all environmental, health and safety regulations are strictly adhered to minimize Annual General Meeting any adverse effect to the environment. The Ninth Annual General Meeting of the Company will be held at the Anthuriam Hall, Hotel Renuka, 328, Galle Road, Corporate Governance Colombo 03 on Wednesday 30th September 2009 at The Directors are responsible for the formulation and 9.00 a.m. implementation of overall business strategies, policies and for setting standards in the short, medium and long term and adopting good governance in managing the affairs of the For and on behalf of the Board of Directors of Company. E-CHANNELLING PLC Contingent Liabilities There were no material contingent liabilities outstanding as at 31st March 2009. Director Director S S P Corporate Services (Private) Limited, Secretaries Date: 31st July 2009 8 Report of the Auditors INDEPENDENT AUDITORSʼ REPORT TO THE SHAREHOLDERS OF E-CHANNELLING PLC Report on the Financial Statements We have audited the accompanying financial statements of E-Channelling PLC which comprise the balance sheet as at March 31, 2009, and the income statement, 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. Managementʼs Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Sri Lanka Accounting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Scope of Audit and Basis of Opinion Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Sri Lanka Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. We therefore believe that our audit provides a reasonable basis for our opinion. Opinion In our opinion, so far as appears from our examination, the Company maintained proper accounting records for the year ended March 31, 2009 and the financial statements give a true and fair view of the Companyʼs state of affairs as at March 31, 2009 and of its loss and cash flows for the year then ended in accordance with Sri Lanka Accounting Standards. Report on Other Legal and Regulatory Requirements These financial statements also comply with the requirements of Section 151(2) of the Companies Act No. 07 of 2007. CHARTERED ACCOUNTANTS Colombo 31st July 2009 9 Balance Sheet AS AT 31ST MARCH 2009 Note 31.03.2009 Rs. 31.03.2008 Rs. 2 3 4 5 6.1 6,386,278 41,417 9,817,997 3,350,000 9,085,187 9,165,054 118,222 10,893,973 3,350,000 - 28,680,879 23,527,249 10,406,177 45,700,000 2,315,164 6,571,221 70,223,063 242,974 58,421,341 77,037,258 87,102,220 100,564,507 187,516,633 (119,162,012) 187,516,633 (107,999,277) 68,354,621 79,517,356 1,329,432 - 1,079,900 189,126 1,329,432 1,269,026 9,136,565 189,126 1,227,114 6,865,362 7,321,351 273,367 9,084,091 3,099,316 - 17,418,167 19,778,125 Total Liabilities 18,747,599 21,047,151 Total Equity & Liabilities 87,102,220 100,564,507 ASSETS Property, Plant & Equipment Leasehold Asset Intangible Assets Employees’ Share Ownership Trust (ESOT Fund) Investments Total Non Current Assets Trade & Other Receivable Short Term Investments Cash & Cash Equivalent 7 6.2 Total Current Assets Total Assets EQUITY Stated Capital Retained Loss 8 Total Equity LIABILITIES Retirement Benefit Obligation Lease Creditor 9 10 Total Non Current Liabilities Trade & Other Payable Lease Creditor Related Party Payable Current Tax Payable Bank Overdraft Total Current Liabilities 11 10 12 The above Balance Sheet is to be read in conjunction with the Accounting Policies and Notes to the financial statements on pages 14 to 26. These financial statements are prepared in compliance with the requirements of the Company’s Act No. 07 of 2007. Malshani Thanthrige Finance Manager The Board of Directors are responsible for the preparation and presentation of these Financial Statements. Signed for and on behalf of the board by, Mr S S Bartlett Chairman Date: 31st July 2009 Colombo 10 Mr N B Weerasekera Director Income Statement FOR THE YEAR ENDED 31ST MARCH 2009 31.03.2009 31.03.2008 Note Rs. Rs. Revenue 13 38,484,507 28,330,762 Other Income 14 601,092 - (58,265,491) (43,846,779) (1,484,513) (5,755,926) Administrative Expenses Selling & Distribution Expenses Loss from Operating Activities 15 (20,664,405) (21,271,943) Financial Income 16 12,347,867 14,471,564 Financial Cost 17 (74,957) (688,749) (8,391,496) (7,489,128) (2,771,239) (3,243,902) (11,162,735) (10,733,030) (0.64) (0.62) Loss Before Taxation Income Tax Expenses 18 Loss for the Year Loss per share - Basic 19 The above Income Statement is to be read in conjunction with the Accounting Policies and Notes to the financial statements on pages 14 to 26. 11 Statement of Changes in Equity FOR THE YEAR ENDED 31ST MARCH 2009 Balance as at 31st March 2007 Loss for the year Balance as at 31st March 2008 Loss for the year Balance as at 31st March 2009 Stated Retained Total Capital Losses Rs. Rs. Rs. 187,516,633 (97,266,247) 90,250,386 - (10,733,030) (10,733,030) 187,516,633 (107,999,277) 79,517,356 - (11,162,735) (11,162,735) 187,516,633 (119,162,012) 68,354,621 The above Statement of Changes in Equity is to be read in conjunction with the Accounting Policies and Notes to the financial statements on pages 14 to 26. 12 Cash Flow Statement FOR THE YEAR ENDED 31ST MARCH 2009 31.03.2009 Rs. 31.03.2008 Rs. (8,391,496) (7,489,128) Adjustments for Depreciation & Amortization Profit from Disposal of Assets Amortization of Government Bond Gratuity Provision Interest Income Interest Expense 4,761,779 (185,217) 23,063 1,054,532 (12,347,867) 74,957 2,339,499 151,731 760,050 (14,471,564) 688,749 Operating Loss before Working Capital Changes (15,010,249) (18,020,663) (952,033) (9,084,091) 1,815,214 (111,059) 9,084,091 111,398 Cash used in Operations (23,231,159) (8,936,233) Income Tax Paid Interest Paid Gratuity Paid Interest Received (3,578,371) (74,957) (805,000) 8,307,389 (2,453,928) (688,747) (375,000) 14,468,270 (19,382,098) 2,014,362 (783,472) 185,217 (35,063) 15,495,611 (8,132,566) (9,600,289) 11,800,000 Net Cash Flow from / (used) in Investing Activities 14,862,293 (5,932,855) Cash Flows from (Used in) Financing Activities Proceeds from Short Term Borrowings Settlement of Short Term Borrowings Lease Installments Paid on Finance Lease (273,367) 10,500,000 (10,500,000) - Net Cash Flows from / (used in) Financing Activities (273,367) - (4,793,172) 242,974 (3,918,493) 4,161,467 (4,550,198) 242,974 2,315,164 (6,865,362) 242,974 - (4,550,198) 242,974 Cash Flows From Operating Activities Loss before Taxation (Increase) / Decrease in Trade & Other Receivables Increase/ (Decrease) in Amount Due to Related Parties Increase/ (Decrease) in Trade & Other Payables Net Cash Flow from / (used in) Operating Activities Cash Flows from / (used in) Investing Activities Acquisition of Property, Plant & Equipment Proceeds from Property, Plant & Equipment Acquisition of Intangible Assets Proceeds from Investments uplifted (net) Changes in Cash & Cash Equivalents Cash & Cash Equivalents at the beginning of the Period Cash & Cash Equivalents at the end of the Period (Note -A) (Note -A) Cash and Cash Equivalents Cash & Cash Equivalents Bank Overdraft The above Cash Flow Statement is to be read in conjunction with the Accounting Policies and Notes to the financial statements on pages 14 to 26. 13 Accounting Policies 1. GENERAL 1.1 Legal Status and Domicile E-Channelling PLC is a quoted public company incorporated on the 27th day of July 2000 and domiciled in Sri Lanka. The Company commenced generating revenue from 24th July 2001. The registered office of the Company is located at Suncity Towers, Mezzanine Floor, No.18, St. Anthony’s Mawatha, Colombo 3. The principal activity of the Company is to operate an internet based electronic commerce (e-commerce) business with the primary objective of providing a channelling service to consult doctors and related medical services. The financial statements were authorized for issue by the Directors on 31st July 2009 1.2 Statement of Compliance The financial statements of the Company have been prepared in accordance with the Sri Lanka Accounting Standards (SLASs) as laid down by the Institute of Chartered Accountants of Sri Lanka, and the requirements of the Companies Act No.7 of 2007. 1.3 Basis of Measurement The Financial Statements are presented in Sri Lankan rupees, rounded to the nearest rupee. They are prepared on a historical cost convention and no adjustment has been made for inflationary factors. 1.4 Use of Estimates and Judgements The preparation of financial statements in conformity with SLAS requires management to make adjustments, estimates and assumptions that affects the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results form the basis of making the judgment about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The accounting policies have been consistently applied by the Company and are consistent with those used in previous years. 1.5 Property, Plant and Equipment (i) Recognition and Measurement Property, Plant and Equipment is recorded at cost less accumulated depreciation less accumulate impairment loss if any. The cost of property, Plant and Equipment is the cost of purchase and any incidental expenses thereon. Gains and losses and disposal of items of Property, Plant and Equipment are determined by comparing the proceeds for disposal with the carrying amount of Property, Plant and Equipment and are recognized net within “other income” in income statement. 14 Accounting Policies (Contd) (ii) Subsequent Cost The Company recognizes in the carrying amount of an item of Property, Plant and Equipment. The cost of replacing part of such an item when that the cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the company and the cost of the item can be measured reliably. All other costs are recognized in the Income statement as an expense incurred. (iii) Depreciation Depreciation is charged to the Income Statement on a straight line basis to write off the cost of the assets over the estimated useful lives of items of Property, Plant and Equipment. Depreciation is provided proportionately in the month of purchase and in the month of disposal of the asset. Estimated useful lives for the current and comparative periods are as follows. Computer Equipment 2 Years Computer Servers 5 Years Furniture & Fittings 4 Years Office Equipment 2 Years Motor Vehicle 3 Years Leased Asset 2 Years (iv) Leased Assets Lease assets in terms of which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Other leases are operating leases and the leased assets are not recognized on the Company’s Balance Sheet. Lease payments are recognized as an expense in the Income Statement on a straight line basis over the term of the lease. (v) Impairment of Assets The non-financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. The carrying amount of the company assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of the asset exceeds its recoverable amount. Impairment losses are recognized in the income statement. 1.6 Intangible Assets (i) Research and Development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in profit or loss when incurred. Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development cost can be measured reliably, 15 Accounting Policies (Contd) the product or process is technically and commercially feasible, future economic benefits are probable, and the company intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Other development expenditure is recognized in profit or loss as incurred. Capitalized development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses. (ii) License Fees Licenses acquired by the Company are measured at cost less accumulated amortization and accumulated impairment losses. (iii) Subsequent Expenditure Subsequent Expenditure is capitalised only when it increase the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in the Income Statement as incurred. (iv) Amortization Amortization is recognised in the Income Statement on a straight line basis over the estimated useful lives of intangible assets, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows. 1.7 License Fee 3 Years Hospital Net 10 Years Investments Investments in Treasury Bonds Investments in treasury bonds held for maturity are reflected at the value of bonds purchased and the discount / premium accrued thereon. Discount received / premium paid is taken to the Income Statement on a straight line basis. 1.8 Trade and Other Receivables Trade receivables are stated at the amounts they are estimated to realise net of provisions for bad and doubtful receivables. 1.9 Cash and Cash Equivalents Cash 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. 1.10 Employee Benefits (i) Defined Contribution Plans Employee Provident Fund & Employees Trust Fund Employees are eligible for Employees’ Provident Fund Contributions and Employees’ Trust Fund Contributions in line with the respective statutes and regulations. The Company contributes 15% and 3% of gross emoluments of employees to Employees’ Provident Fund and Employees’ Trust Fund respectively. 16 Accounting Policies (Contd) (ii) Retirement Benefits Obligations – Gratuity Provision has been made for retirement gratuities from the first year of service for all employees in conformity with the SLAS 16. However under the Payment of Gratuity Act, No. 12 of 1983, the liability to an employee arises only on completion of 5 years of continued service. The gratuity liability is not externally funded nor is actuarially valued. The Gratuity Liability is valued using the Gratuity Formula Method as allowed by Sri Lanka Accounting Standards 16- Employee benefits. (iii) Liabilities and Provisions A provision is recognized in the Balance Sheet when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of economic benefits will be required to settle the obligations, and a reliable estimate of the amount can be made. 1.11 Revenue Recognition Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably and the amount of revenue can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable net of trade discounts or sales taxes. The following specific criteria are used for purpose of recognition of revenue. (i) Rendering of Services Revenue from rendering of services is recognised in the accounting period in which the services are rendered (ii) Interest Income Interest Income is recognized on an accrual basis. 1.12 Expenditure Recognition Expenses are recognised in the income statement on the basis of a direct association between the cost incurred and the earning of specific items of income. All 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. For the purpose of presentation of Income Statement the directors are of the opinion that the nature of expenses method present fairly the elements of the Company’s performance, and hence such presentation method is adopted. (i) Borrowing Costs Borrowing costs are recognized as an expense in the period which they are incurred. (ii) Interest Costs Interest Costs are recognized as an expense in the period which they are incurred. 1.13 Income Tax Expense (i) Current Taxes 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 provisions of the Inland Revenue Act No. 10 of 2006 and its amendments thereto. 17 Accounting Policies (Contd) (ii) Deferred Taxation Deferred tax is recognized using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax is provided based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. The principal temporary differences arise from depreciation on Property, Plant and Equipment, tax losses carried forward and provisions for defined benefit obligations. Deferred tax assets relating to the carried forward of unused tax losses are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilized. Deferred tax assets are reviewed at balance sheet date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. 1.14 Cash Flow Statement Cash Flow Statements have been prepared using the indirect method in accordance with Sri Lanka Accounting Standards 9 – Cash Flow Statements. For the purpose of Cash Flow Statement, cash and cash equivalents consist of cash in hand and deposits in banks, net of outstanding bank overdrafts. Investments with short maturities i.e. three months or less from the date of acquition are also treated as cash equivalents. 1.15 Commitments and Contingencies Contingencies are possible assets or obligations that arise from an event and would be confirmed only on the occurrence of uncertain future events, which are beyond the Company’s control. 1.16 Comparative Figures The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year. Comparative information is reclassified where necessary in order to provide a more appropriate basis for comparison and disclosed in the note 24 to the financial statements. 1.17 Directors Responsibility Statement The Board of Directors takes the responsibility for preparation of these Financial Statements. 1.18 Segment Reporting A segment is a distinguishable component of the company that is engaged in either providing product or services (business segment), or in providing product or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. Management believes that it is not practical to provide segment costs and expenses and consequently segment profits and losses, since a realistic allocation cannot be made. The fixed assets used in the Company’s business are not identifiable to any particular reportable segment and can be used interchangeably among segments. Consequently Management believes that it is not practical to provide segmental disclosures relating to total assets since a realistic analysis among the various operating segments is not possible. 18 Notes to the Financial Statements FOR THE YEAR ENDED 31ST MARCH 2009 2 Property, Plant & Equipment Cost As at the beginning of the year Additions Transfers Disposals As at the end of the year Computer Computer Furniture & Office Motor Total Equipment Servers Fittings Equipment Vehicles Rs. Rs. Rs. Rs. Rs. Rs. 37,685,399 - 1,223,185 1,316,390 134,500 181,967 - 467,005 - 783,472 (27,023,787) 27,023,787 - - - - (78,337) (53,862) (75,750) (455,149) 1,144,848 1,729,533 (247,200) 10,548,912 27,205,754 236,000 40,460,974 160,250 40,789,297 Accumulated Depreciation As at the beginning of the year 29,405,118 - 718,733 992,011 180,058 31,295,920 1,676,753 1,252,288 194,588 410,061 28,558 3,562,248 Transfers (20,888,413) 20,888,413 - - - - Disposals (247,200) - (78,337) (53,862) (75,750) (455,149) 9,946,258 22,140,701 834,985 1,348,210 132,866 34,403,019 As at 31st March 2009 602,654 5,065,053 309,864 381,323 27,384 6,386,278 As at 31st March 2008 8,280,281 - 504,452 324,379 55,942 9,165,054 Charge for the year As at the end of the year Carrying Amount Plant and equipment includes fully depreciated assets in use at the balance sheet date, the cost of which at 31st March 2009 amounted to Rs. 31,356,295 (2008 - Rs. 28,715,132). 3 Leasehold Asset Cost As at the beginning of the year Additions As at the end of the year Laptop Total Rs. Rs. 140,000 140,000 - - 140,000 140,000 As at the beginning of the year 21,778 21,778 Charge for the year 76,805 76,805 As at the end of the year 98,583 98,583 Accumulated Depreciation Carrying Amount As at 31st March 2009 41,417 As at 31st March 2008 118,222 19 Notes to the Financial Statements (Contd) FOR THE YEAR ENDED 31ST MARCH 2009 4 Intangible Assets License Fee Hospital Net 31.03.2009 31.03.2008 Rs. Rs. Rs. Rs. As at the beginning of the year 122,800 10,804,943 10,927,743 1,327,454 Additions 46,750 - 46,750 9,600,289 As at the end of the year 169,550 10,804,943 10,974,493 10,927,743 As at the beginning of the year 33,770 - 33,770 33,770 Amortization for the year 42,232 1,080,494 1,122,726 - As at the end of the year 76,002 1,080,494 1,156,496 33,770 Carrying Amount 93,548 9,724,449 9,817,997 10,893,973 Cost Accumulated Amortization Company has entered into an agreement with Nawaloka Hospital PLC on 7th September 2005 to develop a healthcare management system called Hospital Net. This was capitalized end of March 2008 by the Company. 31.03.2009 31.03.2008 Rs. Rs. 3,350,000 3,350,000 - - 3,350,000 3,350,000 5 Employeesʼ Share Ownership Trust (ESOT Fund) Balance as at the beginning of the year Loan settled during the year Balance as at the end of the year During the year ended March 31, 2002 the Company set up an Employee Share Ownership Trust to issue Ordinary Shares of the Company to it’s employees. The Trust loan was created by the allocation of 350,000 ordinary shares issued at the par value (Rs. 10) and Rs. 15,000 shares has been settled during the year ended March 31, 2006. The scheme was set up for the employees of the Company including any director holding a salaried employment or officer in the Company. Shares shall be allotted to participants only at the end of the probation period unless the Board of Directors shall otherwise determine. Dividend and other income on these shares would be paid to the Company by the Trust in order to settle the loan. No shares were allotted to employees during the financial year 2008/2009. 20 Notes to the Financial Statements (Contd) FOR THE YEAR ENDED 31ST MARCH 2009 31.03.2009 31.03.2008 Rs. Rs. 6 Investments 6.1 Long Term Investment Investment in Treasury Bond (Interest Rate 15.5%) 9,085,187 - 9,085,187 - - 10,023,063 21,000,000 - - 22,500,000 24,700,000 37,700,000 45,700,000 70,223,063 1,494,018 516,206 Advance & Prepayments 2,457,715 2,369,792 WHT & Tax Receivables 1,373,104 1,329,586 Interest Receivable 3,291,480 460,667 Refundable Deposits 1,789,860 1,894,970 10,406,177 6,571,221 Stated Capital 187,516,633 187,516,633 No. of Shares 17,337,345 17,337,345 (20.01.2009-01.08.2010) 6.2 Short Term Investment Investment in Government Bond (Interest Rate 9.5%) Fixed Deposits Repurchase of Treasury Bonds Commercial Papers 7 Trade & Other Receivables Trade Receivables 8 Stated Capital The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per individual present at meetings of the shareholders or one vote per share in case of a poll. All shares are ranked equally with regard to the Company’s residual assets. 9 Retirement Benefit Obligations Balance at the beginning of the year 1,079,900 694,850 Provision for the Year 1,054,532 760,050 Paid during the Year (805,000) (375,000) 1,329,432 1,079,900 Balance at the end of the year 21 Notes to the Financial Statements (Contd) FOR THE YEAR ENDED 31ST MARCH 2009 9 Retirement Benefit Obligations (Contd) The retirement benefit plan entitle, a retired employee to receive payment equal to 1/2 of final salary multiplied by the number of completed years of service. The retirement benefit plan valuation is carried out based on Gratuity Formula Method in accordance with SLAS 16. Principal assumption as at the balance sheet date are as follows; Discount Rate at 31st March 2009 12% Future salary increase 5% 31.03.2009 31.03.2008 Rs. Rs. 10 Lease Creditors Lease Creditors payable within one year 203,189 348,324 Interest in suspense (14,063) (74,957) 189,126 273,367 Lease Creditors payable after one year - 203,189 Interest in suspense - (14,063) - 189,126 5,938,412 3,605,148 3,198,153 3,716,203 9,136,565 7,321,351 Balance at the beginning of the year 3,099,316 2,686,318 Provision for the year 2,771,239 3,243,902 WHT credit set-off during the year (1,065,070) (376,976) Income tax paid (3,578,371) (2,453,928) Balance at the end of the year 1,227,114 3,099,316 11 Trade & Other Payables Trade Payables Other Creditors & Accrued Expenses 12 Current Tax Payable 13 REVENUE Revenue from Portals Software Providing Income Call Charges Income 22 29,207,371 25,162,431 7,483,758 3,085,413 1,793,378 82,918 38,484,507 28,330,762 Notes to the Financial Statements (Contd) FOR THE YEAR ENDED 31ST MARCH 2009 31.03.2009 31.03.2008 Rs. Rs. 185,217 - 415,875 - 601,092 - 4,761,779 2,339,499 Salary Related Expenses 19,211,194 9,812,769 EPF 2,213,933 1,351,801 ETF 442,787 276,122 132,000 110,000 1,054,532 760,050 120,750 - 121,351 199,500 12,347,867 14,471,564 12,347,867 14,471,564 - 641,121 74,957 47,628 74,957 688,749 12,272,910 13,782,817 2,771,239 3,243,902 14 Other Operating Income Sale of Fixed Assets Software Development (Others) 15 The loss from operations was arrived after charging the following. Depreciation & Amortization Audit Fee Gratuity Provision Penalties & Surcharges Legal Expenses 16 Financial Income Interest Income 17 Financial Cost Reverse REPO Interest Lease Interest Net Financial Income 18 Income Tax Expenses Current taxation 23 Notes to the Financial Statements (Contd) FOR THE YEAR ENDED 31ST MARCH 2009 18 Income Tax Expenses (Contd) The corporate income tax rate of eChannelling PLC is 35%. The full benefit of capital allowances arising in terms of section 25 of the Inland Revenue Act No. 10 of 2006 and amendments there to have been taken into account to determine taxation for the year. The provision has been made in these Financial Statements on the taxable income arising from the interest income of the Company. (The carried forward tax losses of the company up to 2008/2009 amounts to Rs. 131,298,382 (2007/2008 -Rs. 114,201,211) 31.03.2009 31.03.2008 Rs. Rs. (8,391,496) 7,489,128) Reconciliation between the accounting loss and tax expenses Accounting loss Deductible expenses Non deductible expenses (19,190,857) (20,907,692) 7,363,761 6,063,882 (20,218,592) (22,332,938) Statutory Income- Income from other sources 12,451,935 14,577,120 Loss claimed (35% of statutory Income) (4,358,177) (5,101,992) Taxable Income 8,093,758 9,475,128 35% 35% 2,832,815 3,316,295 SRL @ 1.5% 42,492 33,163 Tax Credits (104,068) (105,556) 2,771,239 3,243,902 131,298,382 114,201,211 1,329,432 1,079,900 - 3,440,974 132,627,814 118,722,085 (4,607,240) - 128,020,574 118,722,085 35% 35% 44,807,201 41,552,730 Statutory losses from the business Applicable tax rate Tax on taxable income Current tax expense 18.1 Deferred Tax Deductible Temporary differences as follows: Tax Losses Retirement Benefit Property Plant & Equipments Taxable Temporary Differences Property Plant & Equipments Total Deductible Temporary Differences Tax Rate Unrecognized Deferred Tax Asset No provision has been made in respect of deferred taxation as the Company has incurred tax losses and the temporary differences are not expected to reverse on the above components and it is not probable that future taxable profit will be available against which the Company can utilize the benefits there from, in the near future. 24 Notes to the Financial Statements (Contd) FOR THE YEAR ENDED 31ST MARCH 2009 19 Loss Per Share - Basic The basic loss per share is calculated based on the loss attributable to ordinary shareholders divided by weighted average number of ordinary shares as at the balance sheet date . Loss for the current year (Rs.) Weighted average No of ordinary shares 31.03.2009 31.03.2008 (11,162,735) (10,733,030) 17,447,345 17,447,345 (0.64) (0.62) Loss Per Share (Rs.) 20 Transactions with Related Parties 20.1 Transactions with Related Entities Company Name of Director Millennium Information Mr. S. N. Seneviratne Technologies Limited Mr. N. B. Weerasekara Mr. I. Hettiarachchi Relationship } Nature of Transactions Director related Settlement of the last year outstanding and 19% for purchase of Computer Hardware Shareholder disclosed in last year accounts. Rs. 9,084,091 Payment for the purchase of software system & SCSI card - Rs. 1,506,080 20.2 Transactions with Key Management Personnel Key management personnel comprises the Directors of the Company having authority and responsibility for planning, directing, and controlling the activities of the Company. Short term employee benefits Post employment benefits 31.03.2009 31.03.2008 Rs. Rs. 1,333,889 1,334,667 Nil Nil 21 Commitments & Contingencies There are no material contingent liabilities & capital expenditure commitments as at the balance sheet date other than those disclosed below. 31.03.2009 31.03.2008 Rs. Rs. 1,723,128 1,723,128 2,584,692 4,307,820 Operating Lease Total future minimum lease payments on operating lease are as follows: Payable within one year Payable within one to five years 25 Notes to the Financial Statements (Contd) FOR THE YEAR ENDED 31ST MARCH 2009 22 Number of Employees The number of employees of the company as at 31 st March 2009 amounted to 42 (2007/08-66). 23 Events Occurring After The Balance Sheet Date Subsequent to the balance sheet date, no circumstances have arisen which would require adjustment to or disclosure in the Financial Statements. 24 Comparative Information The accounting policies have been consistently applied by the Company. Comparative figures have been re-classified by the management, to conform to the current year’s presentation as follows; As per audited accounts previously stated 24.1 Lease creditors Re-classified 462,493 - Within one year - 273,367 More than one year - 189,126 25 Directors Responsibility The Board of Directors take responsibility for the preparation and presentation of these financial statements. 26 Share Information ANALYSIS OF SHAREHOLDERS ACCORDING TO THE NUMBER OF SHARES AS AT 31.03.2009 Shareholdings RESIDENT NON RESIDENT Number of No. of Shares Percentage (%) Number of No. of Shares Percentage (%) Shareholders 1 to 1,000 Shares 738 1001 to 5,000 Shares 5,001 to 10,000 Shares 10,001 to Shareholders 313,190 1.80 345 921,176 79 584,231 50,000 Shares 51 50,001 to 100,000 Shares 8 100,001 to 500,000 Shares 500,001 to 1,000,000 Shares Over 1,000,000 Shares Categories of Shareholders Individual Institutional TOTAL Number of No. of Shares Percentage (%) Shareholders 2 666 - 740 313,856 1.80 5.28 3 7,418 0.04 348 928,594 5.32 3.35 0 - - 79 584,231 3.35 975,399 5.59 1 12,200 0.07 52 987,599 5.66 509,066 2.92 1 89,633 0.51 9 598,699 3.43 9 2,107,300 12.08 0 - - 9 2,107,300 12.08 2 1,544,700 8.85 0 - - 2 1,544,700 8.85 4 10,382,366 59.51 0 - - 4 10,382,366 59.51 1,236 17,337,428 99.38 7 109,917 0.62 1,243 17,447,345 100 No. of Shareholders 1,210 No. of Shares 5,211,774 33 12,235,571 1,243 17,447,345 LIST OF 20 MAJOR SHAREHOLDERS BASED ON THE SHAREHOLDINGS AS AT 31.03.2009 NAME SHAREHOLDINGS PERCENTAGE (%) MILLENNIUM INFORMATION TECHNOLOGIES LIMITED 3,470,000 19.89 SRI LANKA INSURANCE CORPORATION LTD. - GENERAL FUND 2,866,666 16.43 AYOJANA FUND (PRIVATE)LIMITED 2,800,000 16.05 SRI LANKA INSURANCE CORPORATION LTD. - LIFE FUND 1,245,700 7.14 DFCC BANK A/C 1 877,100 5.03 MR. RUWANPATHIRANA 667,600 3.83 COMMERCIAL BANK OF CEYLON PLC A/C NO. 02 425,000 2.44 MR. PERERA 408,100 2.34 MR. GOONEWARDENA 335,000 1.92 DPMC FINANCIAL SERVICES (PVT) LTD. ACCOUNT NO. 01 242,000 1.39 180,000 1.03 MR. KANDEGEDARA 165,100 0.95 MRS. JAYASINGHE 120,100 0.69 MR. RATHNAYAKA 120,000 0.69 MR. SENARATNE 112,000 0.64 MR. MUNASINGHE 89,633 0.51 MR. THIYAGARAJAH 82,000 0.47 MR. JAYAKUMAR 69,400 0.40 MR. WEERASINGHE 64,266 0.37 MR. MORAHELA 62,800 0.36 AYIAN TECHNOLOGIES (PRIVATE) LIMITED 27 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Ninth Annual General Meeting of the E-Channelling PLC will be held at the Anthuriam Hall, Hotel Renuka, 328, Galle Road, Colombo 03 on Wednesday 30th September 2009 at 9.00 a.m. for the purpose: AGENDA 1. To receive and consider the Report of the Directors on the State of Affairs of the Company and the Statement of Accounts for the year ended 31st March 2009, with the Report of the Auditors thereon. 2. To re-elect Mr. S.N. Seneviratne a Director who retires by rotation at the Annual General Meeting in terms of Article 89 of the Articles of Association of the Company. 3. To re-appoint Messrs KPMG Ford, Rhodes, Thornton and Company, Chartered Accountants as Auditors of the Company and to authorise the Directors to determine their remuneration. 4. To authorise the Directors to determine contributions to charities for 2009. ORDER OF THE BOARD OF DIRECTORS OF E-CHANNELLING PLC S S P CORPORATE SERVICES (PRIVATE) LIMITED SECRETARIES Date: 31st July 2009 Note: (a) A member who is unable to attend and vote at the above mentioned meeting is entitled to appoint a Proxy to attend and vote in his or her place. A proxy need not be a member of the Company. A Form of Proxy accompanies this Notice. (b) A Form of Proxy is annexed to this notice. (c) The completed Form of Proxy should be deposited at the Registered Office of the Company, Suncity Towers, Mezzanine Floor, No.18, St. Anthony’s Mawatha, Colombo 03 not later than 48 hours before the time appointed for the holding of the meeting. 28 Form of Proxy I /We ...................................................................of ............................................................................................................. being a member/s of the above Company, hereby appoint ................................................................................................................... of ............................................................................................................. or failing him. Mr. Samuel Sureshkumar Bartlett of Colombo or failing him Mr. Nissanka Bandara Weerasekera of Colombo or failing him Mr. Satyajit Nilkamal Seneviratne of Colombo or failing him as my/our proxy to represent me/us and vote on my/our behalf at the Ninth Annual General Meeting of the Company to be held on Wednesday 30th September 2009 and at any adjournment thereof and at every poll which may be taken in consequence of the aforesaid meeting and to VOTE as indicated below: FOR 1. AGAINST To receive and consider the Report of the Directors on the State of Affairs of the Company and the Statement of Accounts for the year ended 31st March 2009, with the Report of the Auditors thereon. 2. To re-elect Mr. S.N. Seneviratne a Director who retires by rotation at the Annual General Meeting in terms of Article 89 of the Articles of Association of the Company. 3. To re-appoint Messrs KPMG Ford, Rhodes, Thornton and Company, Chartered Accountants as Auditors of the Company and to authorise the Directors to determine their remuneration. 4. To authorise the Directors to determine contributions to charities for 2009. Signed this .................................................................................................... day of .........................................................................................Two Thousand and Nine. Signature: ........................................................................................ Note : Please delete the inappropriate words. 1. Instructions for completion of form of proxy are noted on the reverse 2. A proxy need not be a member of the Company 3. Please mark “X” in appropriate cages, to indicate your instructions as to voting 29 Instructions to Completion of Form of Proxy 1. Kindly perfect the Form of Proxy by filling in legibly your full name and address, your instructions as to voting, by signing in the space provided and filling in the date of signature. 2. Please indicate with a ‘X’ in the cages provided how your proxy is to vote on the Resolutions. If no indication is given the Proxy in his/her discretion may vote as he/she thinks fit. 3. The completed Form of Proxy should be deposited at the Registered Office of the Company at Suncity Towers, Mezzanine Floor, No.18, St. Anthony’s Mawatha, Colombo 03, at least 48 hours before the time appointed for holding of the Meeting. 4. If the form of proxy is signed by an attorney, the relative 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. Note: If the shareholder is a Company or body corporate, Section 138 of the Companies Act No. 07 of 2007 applies to Corporate Shareholders of E-Channelling PLC. Section 138 provides for representation of Companies at meetings of other Companies. A Corporation, whether a Company within the meaning of this act or not, may where it is a member of another Corporation, being a Company within the meaning of this Act, by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company. A person authorised as aforesaid shall be entitled to exercise the same power on behalf of the Corporation which it represents as that Corporation could exercise if it were an individual shareholder. 30