ASIAN Hotels AND properties pLC ANNuAL rEporT 2013/14
Transcription
ASIAN Hotels AND properties pLC ANNuAL rEporT 2013/14
ASIAN Hotels AND properties pLC | Annual report 2013/14 ASIAN Hotels AND properties pLC No. 77, Galle road, Colombo 03, Sri Lanka. T : 0094 -11 2437437 F : 0094 -11 5547555 THE annual report smile survey ASIAN Hotels AND properties pLC ANNuAL rEporT 2013/14 corporate information Name of Company Asian Hotels and Properties PLC Legal Form A Public Limited Liability Company incorporated in Sri Lanka in 1993 and registered with the Board of Investment of Sri Lanka under Section 17 of the Board of Investment Law No. 4 of 1978. The Company was re-registered as per the New Companies Act No. 7 of 2007 on 15th June 2007. Stock Exchange Listing The issued Ordinary Shares of the Company are listed on the Main Board of the Colombo Stock Exchange of Sri Lanka. Company Registration No. PQ 2 Every Smile HAPPINESS IS INDISPENSABLE IN THE HOSPITALITY INDUSTRY. IT IS WHAT FORMS PERCEPTIONS, CREATES MEMORIES AND KEEPS PEOPLE COMING BACK FOR MORE. FOR US, IT IS AN EMOTION THAT HAS PERMEATED INTO EVERY ASPECT OF THE BUSINESS; FROM WHAT WE DELIVER TO THE GUESTS, TO HOW WE DO THINGS, EVERY DAY. IT’S WHAT MOTIVATES US, WHAT INSPIRES US AND WHAT MAKES US THE BEST IN THE INDUSTRY. THE HAPPINESS OF OUR PATRONS, OUR TEAM AND OUR SURROUNDINGS IS A REFLECTION OF THE QUALITY THAT WE OFFER AND A TESTIMONY TO OUR MANY YEARS OF EXPERIENCE. WE MAKE EVERY MOMENT WORTHWHILE… WE MAKE EVERY SMILE COUNT. Board of Directors Mr. Susantha Chaminda Ratnayake - Chairman Mr. Ajit Damon Gunewardene - Managing Director Mr. James Ronnie Felitus Peiris Mr. Rohan Jebashanthan Karunarajah Mr. Suresh Rajendra Mr. Sanjiva Kanishka Gamini Senanayake Ms. Shirani Anoja Jayasekara Mr. Cholmondeley John Lloyd Pinto Company Secretaries Keells Consultants (Private) Limited 117, Sir Chittamplalam A. Gardiner Mawatha, Colombo 2. Registered Office No. 77, Galle Road, Colombo 03 Tel : 0094 -11 2437437 Fax : 0094 -11 5547555 E-mail:[email protected] Design & Concept by: Optima Designs (Pvt) Ltd. Printed by: Gunaratne Offset Ltd Auditors KPMG Chartered Accountants 32A, Sir Mohamed Macan Marker Mawatha, Colombo 03. Bankers Citibank N.A - Colombo Deutsche Bank AG - Colombo Seylan Bank Ltd - Millennium Branch, Colombo Hongkong & Shanghai Banking Corp. Ltd. - Colombo Nations Trust Bank PLC - Union Place, Colombo DFCC Vardhana Bank Ltd. - W.A.D. Ramanayake Mw, Colombo Bank of Ceylon - Colombo Contents Group Financial Highlights of 2013/14 4 Chairman's Statement 26 Management Discussion and Analysis 30 Board of Directors 38 Annual Report of the Board of Directors 40 Risk Management 46 Corporate Governance 50 Sustainability Report 76 Financial Calendar 138 Report of the Audit Committee 140 Statement of Directors' Responsibility 142 Independent Auditors' Report 143 Income Statement 144 Statement of Comprehensive Income 145 Statement of Financial Position 146 Statement of Cash Flow 147 Statement of Changes in Equity 148 Notes to the Financial Statements 150 Consolidated Value Added Statement 186 Information to Share Holders and Investors 187 Five Year Financial Summary Group 189 Five Year Financial Summary Property Development 189 Five Year Financial Summary Cinnamon Grand 190 Notice of Meeting 191 Form of Proxy 195 Corporate Information Back Inner Cover In order to understand the varying moods of Asian Hotels and properties pLC, we conducted the annual report smile survey with the following icons. The results from guests and staff have been collated in the following pages... THE annual report smile survey 2 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Corporate Mission To generate long-term, sustainable, shareholder wealth by developing the capacity to add value to land, buildings and related investments and combine them uniquely so that they complement and reinforce each other. business values To provide a return on investment above the risk free investment rate to shareholders. To increase productivity of the workforce and provide training in order to improve their knowledge, skills and attitudes and to optimise the use of available resources. To adhere to the highest levels of integrity, transparency and ethical conduct. 3 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Group financial highlights of 2013/14 20142013 (Rs.'000)(Rs.'000) Revenue 8,256,149 7,890,978 Gross Profit 5,025,073 4,823,417 Profit After Tax 2,818,511 3,097,386 Shareholders Funds 22,338,036 21,697,467 Market Capitalisation 26,035,188 30,994,271 Earnings Per Share (Rs.) 5.42 5.63 Market Value Per Share (Rs.) 58.80 70.00 Current Ratio (Times) 3.54 3.53 Dividend Per Share (Rs.) 4.00 4.00 Net Assets Per Share (Rs.) 50 49 Dividend Payout Ratio (Percentage) 74%71% Earnings Per Share Dividend Per Share Rs. Rs. 6.0 4.50 4.00 5.0 3.50 3.00 4.0 2.50 3.0 2.00 1.50 2.0 1.00 1.0 0.50 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 2014 2013 2012 2011 2014 2013 2012 2011 2010 4 2010 0 0 Rs. 8.2Bn Rs. Group Revenue 5.3Bn company revenue Rs. 2.8Bn Rs. 2.3Bn Rs. 5.42 Rs. 4.00 Group profit After Tax company profit After Tax Earnings per Share Dividend per Share Net Assets Per Share Current Ratio Rs. Times 60 4.00 3.50 50 3.00 40 2.50 2.00 30 1.50 20 1.00 10 0.50 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 2014 2013 2012 2011 2014 2013 2012 2011 2010 5 2010 0 0 The Executive Lounge, on the 9th floor of the hotel offers a panoramic view of the city whilst providing our guests a host of comforts and conveniences. It is the ideal place for industry professionals to convene for work as well as to relax. 6 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 THE annual report smile survey Ibrahim Awlear MD of global outlets pvt. ltd. Lebanon What did we do to make you smile? Corporate Guest COMMENTS : The Executive Lounge at the Cinnamon Grand is not only luxurious but also offers everything that a professional like me would require in conducting our business activities. 7 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 The Coffee Stop at the Cinnamon Grand lobby is always a popular stop for the young and old. It offers a delectable range of delights; from mouth-watering sandwiches to decadent cakes. 8 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 THE annual report smile survey Abeer gnadialy a.l. sulimanin Jeremy vista flight attendants india, saudi arabia, phillipines What did we do to make you smile? AIrLINE CrEW COMMENTS : Abeer - I love the food and the Coffee Shop is always amazing! Sulimanin - Every stay is a beautiful experience with sunny skies and lovely seafood dishes. Jeremy - The staff are always welcoming and the Crescat Boulevard has some great places to shop. 9 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Under summer skies, the pool is the best place to soak up some sun. The refreshing blue waters are sure to refresh and revitalise. 10 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 THE annual report smile survey jonathan Downer sales manager singapore What did we do to make you smile? LEISurE TrAvELErS COMMENTS : My family and I love to visit this hotel . We love the atmosphere and the staff who go out of their way to make our holiday a wonderful one , whenever we visit. 11 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sri Lanka’s finest open market seafood restaurant, The Lagoon offers the widest selection of seafood, with an opportunity to select your own produce, fresh from the catch-of-the day and have it served a la´ minute. 12 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 THE annual report smile survey freddie flynt What did we do to make you smile? Restaurant Guest COMMENTS : Wow! Such a good and fresh selection of seafood and so many preparations! Wish I could try them all! 13 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Whatever you may require for your business dealings, whether it’s a functional and stylish meeting room or the best of amenities, you can find it at our Executive Lounge. 14 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 THE annual report smile survey jacob berman consultant usa What did we do to make you smile? Corporate Guest COMMENTS : The Executive Lounge is a wonderful place for me to relax and conduct my business. It is always wonderfully comfortable and a definite office away from office . 15 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 When it comes to events large and small, we provide the perfect venue and the best packages in order to make your meeting or celebration a success. 16 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 THE annual report smile survey felicia adihetty managing director of bconnected pvt. ltd. What did we do to make you smile? Event organiser COMMENTS : The Cinnamon Grand banquet staff are most co-operative and always willing to go the extra mile . My work is made much easier, thanks to them. 17 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 London Grill, the sophisticated restaurant offers the best of Fine Dining, with a menu that allows for a truly delightful gastronomic experience. 18 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 THE annual report smile survey asanka wijekoon senior chef, tao What did we do to make you smile? aSSoCIATE COMMENTS : This is the best place that anyone could work for. The recognition that I have received for my service here truly makes me proud to be a part of a wonderful hotel . 19 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Our luxurious suites are well equipped with the best in modern technology, combined with classic luxury. 20 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 THE annual report smile survey kaveesha fernando housekeeping What did we do to make you smile? aSSoCIATE COMMENTS : I enjoy being a part of this hotel and being able to work under experienced managers who encourage me to be better everyday. 21 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Cheers Pub is a typically British styled pub and is the best place in town for pub grub or catching some sporting action on a big screen while enjoying a drink with friends. 22 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 THE annual report smile survey Namal jayalath beverage manager What did we do to make you smile? associate COMMENTS : My job makes me smile everyday, even amidst the challenges. I am honoured to be a part of a team that truly understands hospitality and what it takes to be leaders in this industry. 23 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 here are the survey results 97% 98% Room Guest Services restaurant & bar Services Chairman's STATEMENT Cinnamon city hotels continued to maintain its brand presence throughout the year enjoying a 51 per cent market share among Colombo five star city hotels. The Group recorded overall year-onyear revenue of Rs. 8.2 billion reflecting a growth of 5 per cent over the previous year. During the financial year ended 31st March 2014, Asian Hotels and Properties PLC continued to reaffirm its leadership position among the high end city hotels and property brands in the country. It is on this encouraging note, that I table the Annual Report and Financial Statements of your Company and Group for the financial year ended 31st March 2014. Tourism Industry in 2013 The global economy witnessed a steady recovery in the year 2013 resulting in improving prospects for sustained growth and lower levels of unemployment in the advanced economies. According to initial estimates released by the UNWTO, world tourism reached a record of 1,087 million international tourist arrivals in the calendar year 2013, corresponding to a growth of 5 per cent over the preceding year. The growth in international tourist arrivals was driven by Asia Pacific, led by South East Asia, Africa and Europe, demonstrating the continuous change in demographics. Tourism receipts are projected to post double-digit growth while the outlook for world tourism in the year 2014 is anticipated to be positive. Sri Lanka tourism is well positioned in the post-conflict setting to be amongst the most sought after destinations in the world. Arrivals to Sri Lanka grew 27 per cent to reach 1.2 million tourists for the calendar year 2013 with Western Europe and South Asia continuing to be the dominant generating markets. While all key markets demonstrated appreciable growth, Eastern Europe, South Asia and East Asia, in particular, grew at a rapid pace. Tourism receipts were recorded at USD 1.7 billion. A buoyant outlook is projected for the future of tourism in Sri Lanka. The recent infrastructure development projects implemented by the government, particularly the expressway to the main international airport, and other expressway networks, will provide the necessary impetus in strengthening Sri Lanka’s position as a leading tourism destination. Group Performance Cinnamon city hotels continued to maintain its brand presence throughout the year enjoying a 51 per cent market share among Colombo five star city hotels. The Group recorded overall year-on-year revenue of Rs. 8.2 billion reflecting a growth of 5 per cent over the previous year. Group profits for the year amounted to Rs. 3,046 million against the Rs. 3,336 million recorded in the preceding year which included fair valuation gains on investment property of Rs. 268 million and Rs. 517 million respectively. Accordingly, Group Earnings per Share (EPS) amounted to Rs. 5.42 during the year, marginally lower than the EPS of Rs. 5.63 in the preceding year. Cinnamon Grand Colombo Cinnamon Grand adhered to its core business model, placing greater emphasis on attracting corporate clientele from both local and regional markets. The hotel maintained its market dominance, retaining a market share of 33 per cent. Corporate room nights, which was the key revenue segment, reflected a year-on-year growth of 17 per cent. The Commonwealth Heads of Government Meeting (CHOGM) 2013 summit held in 26 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 November 2013 was the major MICE event hosted during the year. Cinnamon Grand was chosen as the venue for the CHOGM Business Forum which positively impacted its operational reputation. By leveraging on its unique value proposition, Cinnamon Grand increased its yearround average occupancy to 76 per cent from 72 per cent, achieving total revenue of Rs. 4,897 million which was a 6 per cent increase over the revenue of Rs. 4,622 million in the preceding year. The increase in operating costs during the year eroded revenue gains. However, prudent management of working capital resulted in a PBT of Rs. 1,732 million, a marginal increase from the Rs. 1,720 million reported in the previous year. Cinnamon Lakeside Colombo During the year under review, a focused operational and marketing strategy enabled the hotel to record occupancy of 61 per cent, against the city occupancy of 53 per cent, while achieving an average room rate of USD 138. Room revenue grew by 3 per cent year-on-year while food and beverage revenue posted growth of 2 per cent, which amounted to Rs. 1.4 billion and Rs. 1.3 billion respectively. Consolidated net revenue increased to Rs. 2,939 million from Rs. 2,840 million in the previous year. However, this modest revenue gain was eroded by the increase in operational expenses. This led to profit from operations declining to Rs. 816 million from Rs. 857 million last year. The recurring net profit declined to Rs. 743 million against a comparable figure of Rs. 777 million last year which is after excluding the investment property valuation gain of Rs. 289 million. Property Development Total revenue for the year amounted to Rs. 419 million, a slight decline from the Rs. 428 million recorded last year. 27 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 However, effective controls on direct costs improved the gross profit margin to 44 per cent during the year. With a growing number of high-end foreign brands displaying a keen interest in tapping into the Sri Lankan consumer market, the Property Division leveraged on its core brand value to conduct a series of promotional campaigns in a bid to increase the foot traffic to the mall. Consequently Rs. 18.6 million was generated by way of income on account of these promotional efforts. service culture within our staff through the re-invention of our standard operating procedures and processes. The PBT of Rs. 442 million in the current year included a fair valuation gain of Rs. 268 million against the PBT of Rs. 405 million in the previous year which included a corresponding gain of Rs. 228 million. The above initiatives will be augmented with the implementation of a new property management system across all hotels, improving the availability of guest information and enhancing the ability to improve satisfaction which should augur well for the future. Awards and Accolades Our pursuit of continuous excellence has led to a sustainable business model that delivers coherent value to all stakeholders associated with our business. Deeply entrenched in our value culture, the concept of sustainability permeates through all aspects of our business, playing a critical role in our strategic development agenda. Over the last decade, our commitment to sustainability has become a hallmark of our brand promise which has been recognised with several awards and accolades. I am indeed proud of the results achieved, which are comprehensively captured in the Sustainability Report. Future Outlook During the ensuing year, the Leisure industry group will consolidate its overall branding strategy where all resorts will be brought under the “Cinnamon” brand resulting in Cinnamon Hotels and Resorts having 14 hotel properties and over 2,400 rooms under its umbrella. The Group is also conscious of the need to further inculcate the desired ‘lifestyle’ In conjunction with the above, and in keeping with the evolving trends and technology, the hotels, as part of the John Keells Leisure Group, have embarked on a comprehensive Online and Social Media Strategy. This will enable “Cinnamon” to launch a new and revamped website, establishing its presence across all social media platforms. Appreciations I wish to extend my sincere gratitude to my colleagues on the Board for the support and guidance extended to me at all times. I would like to thank all the respective teams at Cinnamon Grand, Cinnamon Lakeside and the Property Division for their focus, dedication and commitment. I also take this opportunity to thank our valued clientele for their continued patronage. To conclude, I extend my sincere gratitude to all stakeholders and business partners for their long standing support. Susantha Ratnayake Chairman Asian Hotels and Properties PLC 28th May 2014 Management Discussion & Analysis Management Discussion and Analysis Global Tourist Arrivals 2013 Tourist Arrivals to Sri Lanka Mn No. of Arrivals 600 180,000 160,000 500 140,000 400 120,000 100,000 300 80,000 200 60,000 40,000 100 20,000 0 MIDDLE EAST AFRICA AMERICAS ASIA & PACIFIC EUROPE 0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 20122013 Source: Sri Lanka Tourism Development Authority Source: UNWTO Global Economy The global economy grew at a slower pace during the year, regardless of the strong economic signals emanating from advanced economies in the latter part of the year. Registering a growth of 1.3 per cent for 2013, marginally lower than the growth of 1.4 per cent recorded in 2012, advanced economies appeared to be on the rebound. Meanwhile, growth in some emerging market economies slowed due to weaker than expected domestic demand despite improved growth prospects for their exports. Thus the global growth aggregate settled at 3 per cent at the close of the year, marginally less than the 3.1 per cent recorded in 2012. Inflation remained subdued in advanced economies in 2013, raising concerns of deflationary pressures in some countries, particularly in the Euro area, while emerging markets and developing economies faced no great challenge with regard to inflation, except for certain countries such as Brazil and India. 30 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Global Tourism Industry Overview International tourist arrivals reached a record 1.087 billion in 2013, up 5 per cent from the 1.035 billion tourist arrivals reported in 2012. This year, Europe led growth in absolute volume with an additional 29 million arrivals in 2013. A total of 563 million international tourists arrived in Europe during 2013. However, Asia and the Pacific experienced the greatest relative growth with 14 million additional arrivals, up 6 per cent from 2012. A total of 248 million international tourists travelled in and through the region last year. The Middle East is the only region that did not report a change in tourist arrivals between 2012 and 2013. The global tourism sector has shown a remarkable capacity to adjust to the changing market conditions, fuelling growth and job creation around the world despite the lingering economic and geopolitical challenges. Indeed, tourism has been among the few sectors generating positive news for many economies. The positive results of 2013 together with the projected global economic improvement in 2014, are expected to set the scene for another good year for international tourism in 2014. Regional prospects are strongest for Asia and the Pacific (+5% to +6%) and Africa (+4% to +6%), followed by Europe and the Americas (both +3% to +4%). In the Middle East (0% to +5%), prospects are positive but remain volatile. Macro-economic Performance – Sri Lanka The Sri Lankan economy rebounded strongly in 2013 with an annual real GDP growth of 7.3 per cent, while inflation remained at single-digit levels for the fifth consecutive year. In spite of significant upward adjustment to domestic energy prices, prudent monetary management and improved domestic food supply resulted in a gradual decline in inflation throughout the year. GDP in nominal Country Wise Tourist Arrivals to Sri Lanka Per Capita GDP at Market Prices USD No. of Arrivals % 3,400 220,000 120 3,200 200,000 100 180,000 3,000 160,000 2,800 80 140,000 2,600 120,000 2,400 100,000 60 40 80,000 2,200 60,000 2,000 20 40,000 1,800 0 2012 2013 Russia Australia Source: Central Bank of Sri Lanka Annual Report 2013 China 2013 France 2012 Maldives 2011 Germany 2010 UK 2009 India 20,000 YoY Growth % Source: Sri Lanka Tourism Development Authority terms grew by 14.5 per cent to Rs. 8,674 billion or US dollars 67 billion, raising GDP per capita to US dollars 3,280 in 2013. Meanwhile, improved Balance of Payments and international reserve position enabled the rupee to remain relatively stable during the year, with only a 3 per cent annual depreciation against the US dollar. Annual Average Exchange Rate Rs./USD 135 130 125 120 115 110 105 100 2009 2010 2011 2012 Source: Central Bank of Sri Lanka Annual Report 2013 31 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 2013 The year also saw the Government of Sri Lanka step up efforts to improve economic and social infrastructure across the country, which forms a key part of the strategy to achieve sustained economic growth in the longer term. Among the high priority areas undertaken were Colombo city beautification and countrywide township development projects. Aimed at enhancing the wellbeing of the population, the projects are also expected to convey a number of socio-economic benefits to the country, including enhancing the country profile as a more desirable tourist destination. Overview of Sri Lanka’s Tourism Industry Sri Lanka managed to retain the customary arrival matrix, with India, UK, Germany, Maldives and France being the top five sources of tourist arrivals in 2013, accounting for 40 per cent of the growth in tourist arrivals for the period. Meanwhile, total arrivals to the country also exceeded the United Nations World Tourism Organisation’s (UNWTO) tourist growth estimate of 6 per cent for the Asia Pacific region and the 5 per cent growth for the entire world. In tandem with this pattern, the hotels and restaurants sub sector too continued its high growth trajectory by achieving 22.3 per cent growth during 2013 compared to the 20.2 per cent growth recorded in 2012. Attracting over 1.27 million tourists during the year, the sub sector performed commendably to demonstrate year-on-year growth for the second consecutive year. Thus a 26.7 per cent year-on-year growth increased the earnings from tourism to US dollars 1.7 billion. Sector Overview (City Hotels) With the enhancement of the island-wide tourism infrastructure and exposure to online travel information and booking channels, Colombo is rapidly transforming in to a popular travel destination in Asia. Consequently, the demand for city hotels grew by 2 per cent compared to last year, further compounded by the lack Management Discussion and Analysis contd. Market Share of Cinnamon City Hotels this development is likely revolutionise Sri Lanka’s city hotel landscape in the years ahead. 33% Group Performance Overview 49% 18% Cinnamon Grand Cinnamon Lakeside Other City Hotels of continuous MICE events during the year. The MICE (Meetings, Incentives, Conferences and Exhibitions) room nights dropped by 25 per cent industry-wide, given that the only major MICE event scheduled was the CHOGM summit as opposed to the World T20 and the SLPL championships that took place in 2012. The crew segment also fell by 18 per cent in 2013. The steep decline in both these markets largely overshadowed the 8 per cent growth in the corporate segment and the 9 per cent growth in the leisure segment during the year. Increases in electricity tariffs, imposition of a cess on certain imported food items, followed by the decrease in interest rates for short term investments had an adverse impact on the bottom line of all city hotels during 2013. Meanwhile, competition among city hotels in Colombo also continued to intensify, with new properties emerging in the market alongside a growing volume of upscale restaurants and bars opening up across Colombo. Amidst this increasingly competitive environment another notable trend observed during the year was the rapid growth in the number of online reservations. Undoubtedly a positive influence on the entire hospitality industry, 32 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Market Share Despite the slow growth witnessed in the sector, the “Cinnamon” brand continued to retain its market leadership among city hotels. Symbolising the top-end of the city hotel market, the brand holds a market share of 51 per cent among the Colombo city hotels, well above its fair share of 38.7%. Capitalising on existing brand value, a highly focused brand building agenda was deployed to further enrich and strengthen the “Cinnamon” brand identity. Group Revenue and Profitability The Group revenue increased by 5 per cent year-on-year from Rs. 7.89 billion in 2012/13, to Rs. 8.26 billion during the current year. Notably, the upward trend in Group revenue seen since 2008/09 showed signs of tapering off with effect from 2011/12 as all apartment sales at the Emperor residencies were concluded by the end of that year. Consequently, in the absence of apartment sales, Group revenue registered a decline in 2012/13, but continued to show encouraging signs of an uptake in the year under review. Although the Property Division was a major contributor to the Group revenue in the past, the completion of all apartment sales by end 2012 meant the division has since relied mainly on the rent income earned from the Crescat mall. The Group hotels are now the core contributors to the Group revenue, with only a marginal contribution coming from the Property Division. Of the total group revenue, the Cinnamon Grand Colombo accounted for 59 per cent, while a further 36 per cent came from the Cinnamon Lakeside Colombo. In the hotel segments, cumulative Room Revenue and F&B Revenue at both properties have demonstrated good results, denoted by a steady year-on-year increase for the past few years. This is indeed a commendable achievement, given the high degree of market competition and challenging industry landscape experienced in the recent past. The electricity tariff hike in early 2013, on the back of consumption resulting from expanding business volumes, continued to be a major concern for the Group. In the face of escalating energy bills, a stringent group-wide energy management policy has been initiated to control usage and contain costs within acceptable levels. Meanwhile, as the group-wide, prudent cost management strategies implemented during the year began to materialise, an overall reduction was seen in all other cost formats across all group entities. Group expenses were increased only by 7 per cent compared to the last year. Cost of sales which represents 55 per cent of the total group expenses grew by 5 per cent. In the meantime administration expenses which were 30 per cent of the total group expenses grew by 7 per cent compared to the last year. The Group Net Profit after Tax was Rs. 2.81 billion for the year, compared to the Rs. 3.09 billion recorded in the preceding year. It has declined by 8 per cent year-on- year, largely due to last year’s profits being boosted by the change in fair value of the investment property at Cinnamon Lakeside by Rs. 288.7 million. Consequently, Earnings Per Share also declined marginally from Rs. 5.63 in the previous year to Rs. 5.42 for the year under review. The commitment to deliver consistent value to shareholders Growth of Business Segments Room Nights % 450,000 15 400,000 10 350,000 5 -15 100,000 -20 50,000 -25 0 -30 Total -10 150,000 Crew 200,000 MICE -5 Leisure 0 250,000 Corporate 300,000 2012/132013/14 % Change Group Revenue & Profitability Rs. Mn 9,000 8,000 7,000 6,000 5,000 4,000 has prompted the group to maintain the Dividend per Share on par with the previous year. Cinnamon Grand Colombo Being a five star city hotel with international standards, Cinnamon Grand has always been designated as the preferred destination in Colombo for the global traveller. Consisting of 501 luxury rooms, Cinnamon Grand’s average occupancy levels reached 76 per cent for the year under review, with February 2014 setting an all-time occupancy record of 88 per cent. Strengthened by the 4 per cent year-on-year increase in overall occupancy levels, Cinnamon Grand managed to increase its share of the city hotel market, to end the year with a 33 per cent market share. It is an achievement, given the intensity of market competition that prevailed throughout the year. Keenly aware that customer satisfaction remains a key driver of success, the spotlight for 2013 was to improve performance in every possible area to provide a superior service to customers. Gauging the pulse of the customer, via customer feedback received from online booking sites, a customised strategic marketing and branding blueprint was formulated to feature Cinnamon Grand’s own unique selling proposition. 3,000 2,000 1,000 0 2010 2011 2012 2013 Revenue Profit After Tax 33 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 2014 Cinnamon Grand’s key focus in the latter half of the year was the Commonwealth Heads of Government Meeting (CHOGM) held in November 2013, for which the property was the chosen venue to host the Business Forum for the summit. A series of strategies were employed to further enhance facilities in preparation for the prestigious event, particularly given the large foreign contingent expected to attend the event, with the hotel gearing up in readiness to provide exclusive accommodation, banqueting and dinning facilities for summit participants and State VIPs. Cinnamon Grand's revenue increased by 6 per cent year-on-year from Rs.4.62 billion in 2012/13, to Rs.4.89 billion during the current year. Cinnamon Grand’s Profit after tax for the year was Rs. 2 billion which grew by 2% compared to the preceding year. The overall ARR for the year remained more or less the same, with only a marginal increase over the previous year due to competitive pressure. Revenue per available room (RevPAR) also saw a significant upward shift from Rs. 13,454 in 2012/13 to Rs. 14,163 in the year under review. Cinnamon Grand successfully grew room revenue from the previous year, demonstrating a 5 per cent growth from Rs. 2.46 billion in the preceding year, to Rs.2.58 billion in the year under review. Despite Colombo’s restaurant market being inundated with new restaurants and bars, customers have continued to patronise the Cinnamon Grand’s iconic restaurant offerings. In the face of stiff competition, steps were taken to improve the versatility of all F&B outlets vis-à-vis effective management and promotion of the unique restaurant brands. Moreover, menu selections were revamped, introducing diverse international and fusion cuisine together with a wider range of gastronomic delights to appeal to a broader customer demographic. Due in large part to these timely efforts, restaurant revenue grew year-on-year by 7 per cent from Rs. 1.15 billion in the previous year to Rs. 1.23 billion as at the end of the current year. Banquet facilities at Cinnamon Grand continued to be the most sought after in Colombo with the hotel being designated as the premium wedding venue in Colombo, notwithstanding the multitude of new locations across the city. While Management Discussion and Analysis contd. Group Expenses Group Revenue Composition % Rs. Mn 60 4,500 4,000 50 3,500 3,000 40 2,500 30 2,000 20 1,500 1,000 10 500 0 0 Cinnamon Grand Cinnamon Lakeside 2010 Group Room Revenue Cost of Sales F&B Revenue Cinnamon Grand Profitability Rs. Mn 5,500 5,000 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 2012 2013 Total Revenue Profit After Tax Apartment Sales 2013 Rental Income 2014 Other 2014 building on existing brand value, in 2013 the hotel focused on addressing key market gaps in a bid to manage costs and tactically maximise revenue of the banquet function. structure which was increased by 8 per cent compared to the previous year. Administrative expenses were 30 per cent of the total expenses which showed a year-on-year increase of 9 per cent. These efforts proved to be a tremendous success with banquet revenue demonstrating admirable year-on-year increase of 10 per cent from Rs. 771 million in the previous year to Rs. 848 million for the year under review. Meanwhile, continuous improvement in managing major costs was also a key focus area during the year. Continuous improvements on energy management practices and procedures were also enacted in order to trigger suitable long term changes to the business model. These efforts proved to be successful in reducing the pace of incremental costs. Moreover cash flow management and effective working capital control initiatives helped the company to realise 21 per cent increase in interest income for the year under review. Cinnamon Grand was the host hotel for a number of international conferences and workshops during the year including the 06th South Asia Economic Summit, JCB India Annual Dealer Conference, Commonwealth Business Forum, World Bank Financing Agriculture Forum and the Asian Paints Annual Dealer Conference. Total expenses of Cinnamon Grand grew by 10 per cent compared to the last year. Cost of sales represented 55 per cent of the Cinnamon Grand’s cost 34 2012 Administrative Expenses Other Operating Expenses Distribution Expenses 2010 2011 2011 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Maximising the earnings potential of employees through the payment of above-average service charge, Cinnamon Grand continued to retain its position as an employer of choice in the industry. Recording the highest ever service charge Cinnamon Grand Room Revenue Cinnamon Grand F&B Revenue Cinnamon Grand Occupancy RS. Mn Rs. Mn % 3,000 2,500 78 2,000 74 1,500 70 1,000 66 500 62 0 58 2,500 2,000 1,500 1,000 500 0 2010 2011 2012 2013 2014 in the history of the hotel in December 2013, Cinnamon Grand paid out Rs. 45,113 per employee, which was the highest paid among Colombo city hotels during that month. Moreover, during 2013/14, the annual average service charge per employee was Rs. 35,195, a 4 per cent year-on-year increase. Even more significantly, this average has grown by a phenomenal 86 per cent in past five years. Cinnamon Lakeside Colombo Cinnamon Lakeside continued to be ranked among the top city hotels in Colombo. Recording occupancy levels in excess of the city average, Cinnamon Lakeside’s occupancy levels for the year stood at 61 per cent, while the average room rate remained strong at US dollars 138. Room revenue for the year was Rs. 1,399 million, a 3 per cent increase compared to the preceding year. Contribution from Food and Beverage also saw a 2 per cent increase to reach Rs. 1,265 million. Net revenue for the year was Rs. 2,939 million, up 3 per cent from Rs. 2,840 million recorded in the previous year. Denoted by a tight cost management 35 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 2010 2011 2012 2013 2014 programme instituted at all levels of the business, Cinnamon Lakeside was able to restrain annual operational costs to a large extent with only a 7 per cent overall increase in costs due mainly to the increase in electricity tariffs and also the cess imposed on imported food items. Consequently, Cinnamon Lakeside was able to record a sizeable operational profit of Rs. 816 million for the year. However, as there was no property revaluation gain in this financial year as was seen in the previous year, the operating profit fell short of the figure recorded in the previous financial year by 30 per cent. Property Division Being the only upscale shopping center in Sri Lanka, the Crescat Boulevard Mall continued to dominate the retail shopping arena in Colombo. With an even occupancy level of 99 per cent throughout the year, the mall continued to uphold international standards of quality and service. Total income for the year, inclusive of service charge stood at Rs. 288 million, while net rent income recorded for the year was Rs. 197 million, with healthy contributions coming from the car park and promotional events. 2010 2011 2012 2013 2014 Future Challenges and Opportunities With the medium term global economic outlook signalling a definite path towards revival, global growth is expected to exceed 3.7 per cent in 2014 and 3.9 per cent in 2015. The US economy too is expected to expand at a similar pace, and the ending of the protracted recession in the Euro Zone, GDP growth for the region as a whole is estimated to reach a positive aggregate in 2014 itself. Meanwhile, emerging markets and developing economies are also expected to grow steadily for the next two years; with China’s growth quotient projected towards a more moderate format. Economic activity in Sri Lanka too is expected to pick up in the forthcoming year, with a further acceleration projected in the medium term. Steadied by 7.3 per cent growth in 2013, the economy is expected to grow by 7.8 per cent in 2014, before moving to a higher growth trajectory in excess of over 8 per cent in the medium term. With the favourable developments in the economy, per capita income is expected to surpass US dollars 4,000 in 2015. Moreover, further relaxation of exchange control regulations are expected to bolster investments over the medium Management Discussion and Analysis contd. Interest Rates (Per cent Per Annum at Year End) Cinnamon Grand ARR % Rs. 20.00 20,000 17.50 16,000 15.00 12.50 12,000 10.00 8,000 7.50 5.00 4,000 2.50 0 0.00 Repurchase Rate (Overnight) Treasury Bill Yields (91 Days) Commercial Banks’ (AWFDR) 2010 2011 2012 2013 2014 200820092010201120122013 Source: Central Bank of Sri Lanka Annual Report 2013 Cinnamon Grand Interest Income Rs. Mn. 200 180 160 140 120 100 80 60 40 20 0 2010 36 2011 2012 2013 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 2014 term while improvements in infrastructure facilities will certainly improve the ease of doing business in the years ahead. The Government’s strategy to leverage on the country’s strategic location and stable geopolitical presence to develop Sri Lanka as a commercial hub would underpin the service sector growth in the next few years, while the tourism sector would undoubtedly be a key enabler of this growth. Despite rapid growth in the post-war era, Sri Lanka’s tourism industry continues to face a great many challenges, key among them being the need for trained staff, improved service standards, increased room capacity and aggressive promotional efforts to tap into non-traditional markets. At present, as the lack of adequately trained staff continues to curtail the prospects of the industry, the urgent need to establish new training schools is thrown into sharp focus, while overseas training exposure also remains critical in augmenting the local service platform and conforming to international standards. In terms of increased capacity, the ongoing mega projects in the hotel sector are expected to raise the capacity in the industry to meet requirements of the targeted tourist arrivals, while timely completion of these projects would certainly boost the prospects of the industry in the years ahead. From a promotional angle, it is imperative that the country capitalises on the rising per capita income of the middle class populace in India and China to promote Sri Lanka as a potential regional travel destination in these markets. Even though the industry possesses a strong potential within the country, continued growth is also heavily dependent on the ability to cater to the emerging trends in the tourism industry. By harnessing the rich natural and cultural diversity of the country, Sri Lanka could be further promoted as a niche destination for ecotourism, thereby encouraging greater local participation and favouring a more sustainable business model for the entire industry as opposed to the traditional mass tourism model of the past. Thus, a clear, market-driven strategy would be the catalyst in driving the growth of the local tourism industry to achieve its target of 2.5 million tourist arrivals by 2016. For our part, we would continue to consolidate both the hotels business as well as the property division and leverage on our brand value to further strengthen all aspects of these businesses in the years ahead. In the hotel arm, the corporate segment would remain the key channel to pursue revenue growth and realising this potential would compel the company to fully harness all online booking platforms available in the market. 37 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Moreover, online media would also play a pivotal role in helping us outline our strategic customer focus in the years ahead. By revisiting our parameters in this manner, we remain committed to enrich quality of our service standards. Underscored by the uniqueness of the Cinnamon brand promise, we will pursue a highly customer-centric agenda that will deliver world-class indulgence for all our patrons. We will thus endeavour to differentiate ourselves from our competitors and stay a step ahead, while making timely investments to strengthen our brand presence and fulfill the aspirations of all stakeholders, in the years ahead. Cinnamon Grand Average Service Charge Rs. 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 0 2010 2011 2012 2013 2014 Board of Directors Susantha Ratnayake Chairman Mr. Ratnayake was appointed as a Director of Asian Hotels and Properties PLC in September 2003 and Chairman and CEO of John Keells Holdings PLC in January 2006 and has served on the JKH Board since 1992/93. He is the Chairman of Ceylon Tobacco Company PLC, Vice Chairman of the Employers Federation of Ceylon and serves as a member of several clusters of the National Council of Economic Development. A past Chairman of the Sri Lanka Tea Board and immediate past Chairman of the Ceylon Chamber of Commerce, he also serves on the Board of the national carrier SriLankan Airlines. Ajit Gunewardene Director Mr. Ajit Gunewardene is the Deputy Chairman of John Keells Holdings PLC and has been a member of the Board for over 20 years. He is a Director of many companies in the John Keells Group and is the Chairman of Union Assurance PLC. He is a member of the Board of SLINTEC, a company established for the development of nanotechnology in Sri Lanka under the auspices of the Ministry of Science and Technology. He is also an Advisory Committee Member of COSTI, the Coordinating Secretariat for Science Technology and Innovation under the purview of the Minister (Senior) of Scientific Affairs. He has also served as the Chairman of the Colombo Stock Exchange. Mr. Gunewardene has a Degree in Economics and brings over 31 years of management experience. 38 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Ronnie Peiris Director Mr. Peiris was appointed as a Director of Asian Hotels and Properties PLC in 2003. As the Group Finance Director of John Keells Holdings PLC, Mr. Peiris has overall responsibility for the Group’s Finance and Accounting, Taxation, Corporate Finance, Treasury, Group Initiatives and the Information Technology functions. He is also a Director of several companies in the John Keells Group. He was previously the Managing Director of Anglo American Corporation (Central Africa) Limited in Zambia. He has over 40 years of finance and general management experience in Sri Lanka and abroad. He is a Fellow of the Chartered Institute of Management Accountants, UK, Association of Chartered Certified Accountants, UK, and the Society of Certified Management Accountants, Sri Lanka and holds an MBA from the University of Cape Town, South Africa. He is a member of the Committee of the Ceylon Chamber of Commerce, and serves on its Economic, Fiscal and Policy Planning Sub Committee. Cholmondeley Pinto Director Mr. Pinto was appointed as a NonExecutive Director and as the Chairman of the Board Audit Committee of Asian Hotels and Properties PLC in July 2011. He is a Fellow of the Institute of Chartered Accountants of Sri Lanka with 40 years of post-qualifying experience in the profession and in industry. Before returning to Sri Lanka in 2006 after spell of 32 years abroad, he worked for SAB Miller PLC for 23 years, the world’s second largest multinational breweries group, holding CFO positions in its listed subsidiaries in several countries. He currently works as a beverage industry consultant and is semi-retired. He is also a NonExecutive Director of Trans Asia Hotels PLC. Sanjiva Senanayake Director Mr. Senanayake was appointed to the Board of Asian Hotels and Properties PLC as an Independent Director in September 2009. He has served in several key positions in national and international organisations. Shirani Jayasekara Director Mrs. Jayasekara was appointed as a Director in September 2009. She has over 30 years experience combining Finance, IT, Audit and Risk Management in Sri Lanka, Zambia and Bahrain. Mr. Senanayake joined the International Finance Corp (IFC), the World Bank’s private sector financing arm in June 1998 and held the position of Country Manager for Sri Lanka and Maldives until April 2006 when he was appointed as the Head of Financial Markets Investments – West Africa. He held this position until his retirement in April 2009. Prior to joining IFC he served as the Assistant General Manager, Treasury and Investment Banking at National Development Bank of Sri Lanka and as Consultant, Treasury and Business Development at Commercial Bank of Ceylon. She has been selected to serve on various committees of the Institute of Chartered Accountants of Sri Lanka such as the Annual Report Awards Committee (Sustainability Reporting) and Audit Committee of the Institute. She is also an external Independent Director at LB Finance. She is a Fellow of the Institute of Chartered Accountants of Sri Lanka and a Fellow of the Chartered Institute of Management Accountants UK. Prior to that he held several key positions in the Citibank Group in Sri Lanka and overseas. Mr. Senanayake holds a BSc degree in Electronic and Electrical Engineering from King’s College, University of London and an MSc in Communication Engineering from the Imperial College of Science and Technology, University of London. He is also a Director of Sampath Bank PLC, Hemas Power PLC, and Hemas Pharmaceuticals Ltd. 39 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Rohan Karunarajah Director Mr. Karunarajah joined the John Keells Group in 2003 as General Manager for The Colombo Plaza, and was appointed a Director in March 2005. A career hotelier counting over three decades in the international hospitality industry, he currently holds the position of General Manager Cinnamon Grand and Senior Vice President John Keells Holdings PLC; having served as General Manager for the Bristol Marriott and the Marriott Marble Arch, London. He read for his Masters in Hospitality and Business Studies from the Thames Valley University, London. Suresh Rajendra Director Mr. Suresh Rajendra is the President Property Group of John Keells Holdings PLC. He also serves as a Director in many companies of the John Keells Group. He has over 21 years of experience in the fields of finance, travel and tourism and business development acquired both in Sri Lanka and overseas. Prior to joining the Group, he was the Head of Commercial and Business Development for NRMA Motoring and Services in Sydney, Australia and Director/General Manager of Aitken Spence Hotel Managements (Pvt) Ltd, Sri Lanka. Suresh is a Fellow of the Chartered Institute of Management Accountants, UK. Annual report of the Board of Directors The Board of Directors take pleasure in presenting the Annual Report together with the Audited Financial Statements for the year ended 31st March 2014 to be presented at the 20th Annual General Meeting of the Company. Principal Activities The Company is engaged in Hoteliering and Property Development/Management. Trans Asia Hotels PLC (Cinnamon Lakeside) is a subsidiary of the Company and its principal activity is Hoteliering. There has been no material change in the activities of the Company or of the subsidiary during the period under review. Review of Business and Future Developments The financial and operational performance, during the year ended 31st March 2014 and future business development of the Company and Group is provided in the Chairman’s Statement, the Management Discussion and Analysis in this Annual Report. These reports, which form an integral part of the Directors’ Report together with the Audited Financial Statements, reflect the state of affairs of the Company and Group for the financial year 2013/2014. Financial Statements and Auditors’ Report The Financial Statements, duly signed by the Directors, is provided from pages 144 to 185 and the Auditors’ Report on the Financial Statements is provided on page 143 of this Annual Report. Segment Reporting Segment-wise contribution to Group revenue, results, assets and liabilities are provided in Note 37 to the Financial Statements. 40 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Revenue Revenue generated by the Company amounted to Rs. 5,317 million (Rs. 5,051 million in 2013 ), whilst Group revenue amounted to Rs. 8,256 million (Rs. 7,891 million in 2013). Contribution to Group revenue, from the different business segments are provided in Note 37 to the Financial Statements. Results and Appropriations The Profit After Tax of the Company was Rs. 2,379 million (Rs. 2,292 million in 2013) whilst the Group profit attributable to the equity holders of the Parent Company for the year was Rs. 2,398 million (Rs. 2,494 million in 2013). A detailed description of the Group results and appropriations are given below. 2013/14 2012/13 Rs. ‘000 Rs.‘000 3,046,463 3,336,251 (227,952) (238,865) 2,818,511 3,097,386 (420,565) (603,090) Leaving a Profit Available to the Group of: 2,397,946 2,494,296 The Brought Forward Profit is: Net Profit for the year after providing for expenses including depreciation on Property, Plant and Equipment was: From which Income Tax has been deducted of: Leaving thereafter a Net Profit After Tax of: The amount attributable to Minority Interest which has been deducted is: 7,242,060 6,490,690 Transferred to Revenue Reserve of: 15,407 28,175 Other Comprehensive Income: (4,242) - (1,328,326) (1,328,326) (442,775) (442,775) 7,880,070 7,242,060 Final Dividend paid: Interim Dividend paid: Leaving an un-appropriated balance to be Carried Forward of: Accounting Policies The Financial Statements which comprise the Income Statement, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the Statement of Cash Flow, together with the accounting policies and notes ('The Financial Statements') have been prepared in accordance with Sri Lanka Accounting Standards (SLFRS/LKAS) as issued by the Institute of Chartered Accountants of Sri Lanka (ICASL) and the requirement of the Companies Act No. 7 of 2007. The changes to accounting policies have been applied consistently to all financial periods presented in these Financial Statements, unless otherwise indicated. The accounting policies adopted in preparation of the Financial Statements are given from page 150 to 185 of this Report. Dividends A Final Dividend of Rs. 3/- per share for the financial year ended 31st March 2013, was paid during the current financial year on 14th June 2013 to those shareholders in the register as of 4th June 2013, resulting in a total cash pay out amounting to Rs. 1,328 million. An Interim Dividend of Rs. 1/- per share for the year ended 31st March 2014, amounting to Rs. 442 million was paid on 10th January 2014. The Board of Directors, has declared a Final Dividend of Rs. 3/- per share for the financial year ended 31st March 2014. The Final Dividend will be paid on 18th June 2014 to those shareholders on the register as at 6th June 2014. As required by Section 56 (2) of the Companies Act No. 7 of 2007, the Board of Directors has confirmed that the Company satisfies the Solvency Test in accordance with Section 57 of the Companies Act No. 7 of 2007 and has obtained a certificate from the Auditors, prior to declaring the above dividends. Property, Plant and Equipment The book value of Property, Plant and Equipment as at the balance sheet date amounted to Rs. 15,053 million (2013 – Rs. 15,029 million) and Rs. 18,511 million ( 2013 – Rs.18,309 million) for the Company and Group respectively. Capital expenditure for the Company and Group amounted to Rs. 301 million (2013 – Rs. 283 million ) and Rs. 673 million (2013 – Rs. 489 million) respectively. Total Freehold Land available − Asian Hotels and Properties PLC A8 . R00. P05.08 Total Leasehold Land available − Trans Asia Hotels PLC A05. R02. P34.28. Details of Land and Buildings with net book values including details of Property, Plant and Equipment of the Group and their movements are given in Note 14 to the Financial Statements on page 161. Market Value of Properties All buildings owned by the Company were last revalued as at 31st March 2013. Valuation was carried out by M/s 41 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 P.B. Kalugalagedara and Associates, a professional valuer. All properties classified as investment property under the Company was revalued as at 31st March 2014 in accordance with the requirements of LKAS 40. This valuation too was carried out by M/s P.B. Kalugalagedara and Associates. M/s P.B. Kalugalagedara and Associates have also confirmed that the current value of the building as well as investment property of the Company is at market value. Investment Properties In accordance with SLAS 40-Investment Property (2005), the net book value of properties held to earn rental income, and properties held for capital appreciation have been classified as Investment Properties. The details of Investment Properties are explained in Note 16 to the Financial Statements on page 164. Investment in Subsidiary Company No. of Shares % Holding Trans Asia Hotels PLC (Quoted) 86,823,028 43.41 Stated Capital The Stated Capital of the Company as at 31st March 2014 is Rs. 3,345 million (2013 – Rs.3,345 million) comprising of 442,775,300 Ordinary Shares. Share Information The market value of an Ordinary Share of the Company as at 31st March 2014 was Rs. 58.80 (31st March 2013 – Rs. 70.00). The distribution and composition of shareholders and the information relating to earnings, dividend, net assets, and market value per share is given in the Share Information and Five (5) Year Financial Review section of the Annual Report. The Company has made every endeavor to ensure the equitable treatment of all shareholders and has adopted adequate measures to prevent information asymmetry. Major Shareholders Details of the twenty largest shareholders of the Company and the percentage shareholding held by the public are disclosed in the Share Information section of the Annual Report from page 187 and 188. Reserves Total reserves as at 31st March 2014 for the Company and Group amounted to Rs. 17,003 million (2013 – Rs. 16,384 million) and Rs. 18,993 million (2013 – Rs. 18,352 million), respectively. The movements and composition of the Capital Reserves and Revenue Reserves during the year are disclosed in the Statement of Changes in Equity. Directors The Board of Directors of the Company as at 31st March 2014 and brief profiles of each Director are given in the Board of Directors section of the Annual Report. The Directors of the Company who held office during the year under review are set out below. Mr. S.C. Ratnayake - Chairman Mr. A.D. Gunewardene Mr. J.R.F. Peiris Mr. R.J. Karunarajah Mr. S. Rajendra Mr. C.J.L. Pinto Mr. S.K.G. Senanayake Mrs. S.A. Jayasekara Annual report of the Board of Directors contd. Mr. R.J. Karunarajah and Mr. Rajendra retire by rotation in terms of Article 84 of the Articles of Association of the Company and being eligible for reelection are recommended by the Board for re-election. Brief profiles of Mr. R.J. Karunarajah and Mr. Rajendra are found on page 39. of the Parent Company, John Keells Holdings PLC (JKH), functions as the Human Resources and Compensation Committee of the Company. The Directors of Trans Asia Hotels PLC [Subsidiary] who held office during the year under review are set out below: Mr. E.F.G. Amerasinghe – Chairman Dr. I. Coomaraswamy Mr. A.R. Gunasekara Mr. M.A. Omar* Mr. N.A. Fonseka** Mrs. S. Tiruchelvam*** Mr. S.C. Ratnayake - Chairman Mr. A.D. Gunewardene Mr. J.R.F. Peiris Mr. N.L. Gooneratne Mr. C.J.L. Pinto Mr. E.H. Wijenaike Mrs. J.C. Ponniah* * Appointed to the Board with effect from 2nd October 2013. Responsibility of the Board Details of responsibilities of the Board and the manner in which those responsibilities were discharged during the year are disclosed in the Corporate Governance section of the Annual Report. Board Committees Board Audit Committee The following members serve on the Board Audit Committee Mr. C.J.L. Pinto - Chairman Mr. S.K.G. Senanayake Mrs. S.A. Jayasekara The Report of the Audit Committee is given on page 140 of this Report. Human Resources and Compensation Committee As permitted by the listing rules of the Colombo Stock Exchange, the Human Resources and Compensation Committee 42 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 The following members serve on the Human Resources and Compensation Committee: * Appointed with effect from 28th May 2013. ** Appointed with effect from 7th November 2013. *** Resigned with effect from 9th September 2013. The Report of the Human Resources and Compensation Committee and the remuneration policy is given in the Corporate Governance section of the Annual Report. ** Resigned with effect from 9th September 2013. The Report of the Nominations Committee is given in the Corporate Governance section of the Annual Report. Interests Register The Company has maintained an Interests Register as contemplated by the Companies Act No. 7 of 2007. In compliance with the requirements of the Companies Act No. 7 of 2007, this Annual Report contains particulars of entries made in the Interests Register as well as the particulars of the entries made in the Interests Register of the Subsidiary which is a Public Limited Company. Directors' Interests in Contracts The Directors of the Company have made general declarations as required by Section 192 (2) of the Companies Act No. 7 of 2007 and no additional interests have been disclosed by any Director. Nominations Committee The Nomination Committee of the Parent Company John Keells Holdings PLC (JKH) functions as the Nomination Committee of the Company. Directors' Remuneration Directors’ remuneration is established within a framework approved by the Human Resources and Compensation Committee. The Directors are of the opinion that the framework assures appropriateness of remuneration and fairness for the Company. The Nominations Committee comprises four Independent Directors and one Non Independent Director as at 31st March 2014: Details of the remuneration and other benefits received by the Directors of the Company and the Group are set out in Note 10 of the Financial Statements. Mr. T. Das – Chairman Mr. S.C. Ratnayake (Non-Independent) Mr. M.A. Omar* Mr. E.F.G. Amerasinghe* Mr. D.A. Cabraal * Mrs. S. Tiruchelvam** Indemnities and Remuneration The Board approved the payment of remuneration to the Executive Directors of the Company, namely, Mr. R.J. Karunarajah and Mr. S. Rajendra, for the period 1st April 2013 to 31st March 2014 comprising: * Appointed with effect from 7th November 2013. An increment from 1st July 2013 based on the individual performance rating obtained by the Executive Directors in terms of the Performance Management System of the John Keells Group; and Short term variable incentive based on individual performance, organisation performance and role responsibility based on the results of the financial year 2012/2013, paid in July 2013. The Remuneration Committee of John Keells Holdings PLC (being the holding company of Asian Hotels and Properties PLC) has not recommended an increment in fees to the Non-Executive Directors of the Company. The fees payable to Non-Executive nominees of John Keells Holdings PLC are paid to the Company and not to individual Directors. Particulars of Entries in the Interests Register of the Subsidiary Trans Asia Hotels PLC. Indemnities and Remuneration There have been no changes to the remuneration of the Directors of Trans Asia Hotels PLC for the financial year ended 31st March 2014. Further to the appointment of Mrs. J. C. Ponniah as a Non-Executive Director of Trans Asia Hotels PLC with effect from 2nd October 2013, the Board approved the payment to Mrs. J.C. Ponniah of the standard Non-Executive fees approved by the Board for Non-Executive Directors which fees are commensurate with the market complexities of the Company. Directors’ Shareholdings The shares held by Directors’ and their spouses in the Company as at 31st March 2014 are as follows; 43 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Director Mr. S.C. Ratnayake Shareholding as at 31.03.2014 Shareholding as at 31.03.2013 20,000 20,000 Mr. A.D. Gunewardene NIL NIL Mr. J.R.F. Peiris NIL NIL Mr. R.J. Karunarajah 200 200 Mr. S. Rajendra NIL NIL Mr. S.K.G. Senanayake NIL NIL Mrs. S.A. Jayasekara Mr. C.J.L. Pinto (Joint account with Mrs. M.R.C. Pinto) NIL NIL 7,800 7,800 Corporate Governance Directors’ Declarations The Directors declare that; a) The Company has complied with all applicable laws and regulations in conducting its business. b) They have declared all material interests in contracts involving the Company and refrained from voting on matters in which they were materially interested. c) The Company has made all endeavours to ensure the equitable treatment of shareholders. d) The business is a going concern with supporting assumptions or qualification as necessary. e) A review of internal controls covering financial, operational and compliance controls and risk management have been conducted and that the Directors have obtained reasonable assurances of their effectiveness and successful adherence herewith. f) The Company being listed on the Colombo Stock Exchange (CSE), is compliant with the rules on Corporate Governance under the Listing Rules of the CSE with regard to the composition of the Board and its Sub-Committees. g) The Company is in compliance with the Code of Best Practice on Corporate Governance jointly issued by the Securities and Exchange Commission of Sri Lanka (SEC) and the Institute of Chartered Accountants of Sri Lanka (ICASL). A comprehensive report on Corporate Governance practices and principles with respect to the management and operations of the Company are set out from pages 50 to 73 of this Report. Annual report of the Board of Directors contd. Sustainability The Company is conscious of the need to preserve the environment and its natural resources and has taken specific steps, particularly in ensuring the conservation of its natural resources and environment as well as addressing material issues highlighted by its stakeholders. Every endeavour has been made to minimise adverse effects on the environment to ensure sustainable continuity of natural resources. The Company’s sustainable practices are detailed from pages 76 to 137. Employment The Company has an equal opportunity policy in respect of employment and these principles are enshrined in specific selection, training, development and promotion policies, ensuring that all decisions are based on merit. The Company, in line with the Group policy, practices equality of opportunity for all employees irrespective of ethnic origin, religion, political opinion, gender, marital status or physical disability. Details of the Group’s human resource initiatives are detailed in the employees’ section of the Sustainability Report. The number of persons employed by the Company and Group as at 31st March 2014 was 1,234 (1,225 in 2013) and 2,089 (2,067 in 2013), respectively. There have been no material issues pertaining to employees and industrial relations of the Company and the Group during the Financial Year. Supplier Policy The Company, in line with the Group’s policies, applies an overall policy of agreeing and clearly communicating terms of payment as part of the commercial 44 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 agreements negotiated with suppliers and endeavours to pay for all items properly charged in accordance with these agreed terms. As at 31st March 2014, the trade and other payables of the Company and Group amounted to Rs. 514 million (2013 – Rs. 466 million) and Rs. 736 million (2013 – Rs. 654 million), respectively. Environmental Protection The Company is in compliance with the relevant environmental laws, regulations and endeavours to comply with best practices applicable in the country. A summary of selected Group activities in the above area is contained in the Sustainability Report. The Company has not engaged in any activity that is harmful to the environment. Statutory Payments The Directors confirm that to the best of their knowledge, all taxes, duties and levies payable by the Company and its Subsidiary, all contributions, levies and taxes payable on behalf of, and in respect of the employees of the Company and its Subsidiary, and all other known statutory dues that were due and payable by the Company and its Subsidiary as at the Balance Sheet date have been paid or, where relevant provided for, except as specified in Note 38 to the Financial Statements, covering Contingent Liabilities. Risk Management The Board confirms that there is an ongoing process of identifying, evaluating and managing any significant risks faced by the Company, where annual risk reviews are carried out by the Enterprise Risk Management Division and the risks are further reviewed each quarter by each business unit. The headline risks are presented to the Board Audit Committee for review by the business unit. The details of the Risk Report and Risk Management Process are set out from pages 46 to 49 of this Report. Internal Control The Board, through the involvement of the Group Business Process Review (Group BPR) Division, takes steps to gain assurance on the effectiveness of control systems in place. The Audit Committee receives regular reports on the adequacy and effectiveness of internal controls in the Company. These include compliance with laws, regulations and established policies and procedures of the Company. The Head of Group Business Process Review Division has direct access to the Chairman of the Audit Committee. Reports of the outsourced internal auditors are also reviewed by the Committee on matters pertaining to the Company. The Directors acknowledge their responsibility for the Company’s systems of internal controls. The statements of Corporate Governance from pages 50 to 73 sets out in detail the Company’s system of internal controls. Related Party Transactions There were no related party transactions which exceeded 10 per cent of the equity or 5 per cent of the total assets required to be disclosed under the Listing Rules of the CSE other than as disclosed under Note 34 to the Financial Statements. Employee Share Option Plan (ESOP) Employees of the Company receive remuneration in the form of sharebased payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions). The cost of the employee services received in respect of the shares or share options granted is recognised in the Income Statement over the period that employees provide services, from the time when the award is granted up to the vesting date of the options. The overall cost of the award is calculated using the number of share options expected to vest and the fair value of the options at the date of grant. The employee remuneration expense resulting from the Group’s share option scheme to the employees of Asian Hotels and Properties PLC is recognised in the Income Statement of the Company. This transaction does not result in a cash outflow to the Company and expense recognised is met with a corresponding equity reserve increase, thus having no impact on the Statement of Financial Position (SOFP). The fair value of the options granted is determined by the Group using an option model and the relevant details are communicated by the Group to all applicable subsidiary Companies. Donations Total donations made by the Company during the year amounted to Rs. 13.98 million and donations made by the Group amounted to Rs. 21.08 million (31st March 2013 – Company Rs. 6.9 million/Group Rs. 10.9 million). Events Subsequent to the Balance Sheet Date Except for the matters disclosed in Note 40 to the Financial Statements on page 185 there are no material events which require adjustments or disclosure in the Financial Statements. Going Concern The Board of Directors, after considering the financial position, operating conditions, regulatory and other factors, and such matters required to be addressed in the Code of Best Practice on Corporate 45 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Governance issued jointly by the Securities and Exchange Commission and the Institute of Chartered Accountants of Sri Lanka, have a reasonable expectation that the Company and its Subsidiary possess adequate resources to continue in operation for the foreseeable future. For this reason, they continue to adopt the Going Concern basis in preparing the Financial Statements. Auditors The retiring Auditors Messrs. KPMG, Chartered Accountants, have expressed their willingness to continue in office. The Audit Committee at a meeting held on 19th May 2014 recommended that they be re-appointed as Auditors. A Resolution to re-appoint them as auditors and authorising the Directors to determine their remuneration will be proposed at the Annual General Meeting. Standards Monitoring Board on 4th June 2014. Annual General Meeting The 20th Annual General Meeting of the Company will be held at the Ceylon Chamber of Commerce, at No. 50, Navam Mawatha, Colombo 2, on 27th June 2014 at 11.45am. The Notice of Annual General Meeting appears on page 191 of the Annual Report. This Annual Report is signed for and on behalf of the Board of Directors by; Director Director By Order of the Board The Independent Auditors’ Report to the shareholders on the Financial Statements is given on page 143. The Audit Committee reviews the appointment of the Auditor, its effectiveness, independence and its relationship with the Company, including the level of audit and non–audit fees paid to the Auditor. Based on the declaration of Messrs KPMG and as far as the Directors are aware, the Auditors do not have any relationship [other than that of an Auditor] or interest in the Company or its Subsidiary. Annual Report The Board of Directors approved the Consolidated Financial Statements on 28th May 2014. The appropriate number of copies of this Report will be submitted to the Colombo Stock Exchange and to the Sri Lanka Accounting and Auditing KEELLS CONSULTANTS (PRIVATE) LIMITED Secretaries Colombo 28th May 2014 risk Management The Company has recognised the Risk Management Process as an essential component of both the investment management process, ensuring safe and high quality products as well as in our approach to maintain sustainable business operations for all our stakeholders. Enhancements are continuously made to the Risk Management framework throughout 2013/14 based on the guiding principles of the Enterprise Risk Management (ERM) process recommended by the John Keells Group Sustainability and Enterprise Risk Management Division. The Enterprise Risk Management cycle begins during the second quarter with an annual risk review by the John Keells Group’s Enterprise Risk Management division which assists heads of business units and their respective Heads of Departments to comprehensively assess, rate and set 46 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 mitigation plans for any structural, operational, financial and strategic risks relevant to each company, based on past information and horizon scanning. Board Audit Committee Risk Grid Business Impact Likelihood of Occurrence Velocity Insignificant Hotel/ Property Risk Management Team Ultra High In the context of constantly changing guest preference, a competitive industry environment and covering local and global regulatory requirements, Asian Hotels and Properties PLC, continued its risk management system during the year under review. The Risk Management Process is designed to analyse the exposure on various risks, by identifying vulnerability and the probability of occurrence along with its impact to the business operation. Through this process we have developed a better understanding of key risks, encouraged and facilitated the sharing of best practices across the individual Business Units and reduced the overall cost of risk by continuously improving our risk management approaches. Thereafter, action that should be taken to mitigate the impact and likelihood of such risks to the business are discussed at various levels of the Company and corrective measures are implemented promptly. Risk Champions The Group Management Committee of the Hotel and Property Divisions along with the Audit Committee work closely with the Board of Directors, who are in turn responsible for: Establishing core standards for the management, measurement and reporting of risk. Identifying, assessing, communicating and monitoring risks on a Company wide basis. Engaging with senior management on a frequent basis regarding material matters with respect to risk-taking activities in the businesses and related Risk Management Processes. Risk Management Process The Risk Management Process is carried out in order to identify risk events and rank each risk by assigning a risk rating. This is assessed by the likelihood of occurrence [Probability], the level of impact to the Company and the velocity of risk is also a factor when assessing risks. The Management Committee of each business unit was apprised of the high level risks and core sustainability risks that emerged during the risk review process, and risk mitigation action plans were presented for review by the Audit Committee. Risk reviews are carried out on a quarterly basis to monitor and manage the status of risks mitigation activities. The process is reviewed by the Group Management Committee and the Group Executive Committee of John Keells Holdings PLC. The Audit Committee oversees the process on behalf of the Board. The risk exposure and profile of the Group did not change significantly during the last year. A review of the key risks that could materially affect the Asian Hotels and Properties PLC along with control measures and action plans implemented to mitigate them are set out on the next page. Risk Category and Description Control Measures and Action Plans to Mitigate Risks Strategic Risks Business Risk performance of the Company could be adversely affected due to intense competition, unfavourable economic conditions and new entrants. The The Company closely monitors competitors activities and strategies. This process includes the reviewing of competitors market share and performance. Where necessary, new strategies are formulated or existing strategies are revised to counter the actions of competitors. Ongoing and timely investments to upgrade properties and facilities. Exceeding customer expectations by careful analysis of guest feedback and tailoring appropriate and prompt responses to identified issues. Providing value for money by enhancing services, improving service delivery and focusing on consistent quality. Growing web-generated business. Operational Risks Commercial Relationship Risk business units of Asian Hotels and Properties PLC, the Property Division and the Hotel Division benefits from close commercial relationships with a number of key customers and suppliers. The disruption of this can have negative consequences. Both The Company devotes significant resources to carry out regular training programmes to upgrade its levels of care in supporting these relationships. The Company undertakes regular surveys of customer satisfaction which are reviewed on a continuous basis. Human Resource Risk Company’s Human Resources are the backbone of the As part of the performance appraisal process carried out business, holding the Company together. The growth of the in the Company, a clear vision has been set out on career Company is heavily dependent on the talents and efforts development and succession plans, enabling the Company of the highly skilled individuals that the Company is able to to retain its employees. attract and retain. The recruitment and retention of employees Regular training both locally and overseas is carried out in is a constant challenge. order to infuse motivation, commitment and empowerment among the staff. Recruitment of high calibre staff, effective induction to the Group's corporate culture, transparency in management actions and effective communication lines are developed in the Company’s culture to foster good employee relationships. Developing a spirit of unity by organising associate gatherings to celebrate staff birthdays, outings, sports activities, family get-togethers and religious activities. The 47 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 risk Management contd. Risk Category and Description Control Measures and Action Plans to Mitigate Risks Brand Image and Reputation Risk The Company’s success depends on the continued strength and recognition of the brand on a local and regional basis. Although some factors are beyond its control, the group adopts the following approaches to mitigate this risk: Regular The “Cinnamon” name is primary to its business as well as to the implementation of its strategy for expanding its businesses. This will depend largely on the success of its ability to provide high-quality products and services to all its clients. Liquidity and Credit Risk economic instability, high inflation rates, adverse foreign currency fluctuations and the global monetary crisis could affect the Company in recovering the cash from clients of the hotel and tenants of the mall. Exposure and losses due to default of settlement by debtors. The Interest Rate Risk in interest rates will lead to a lower interest income as a result of which, the Company would have an impact on its Other Income. Drop 48 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Brand Audits of the “Cinnamon” brand are carried out. Both the Hotel Division and the Property Division ensure that they secure the most sought after and qualified staff to hold high Managerial positions (in the different hierarchies. Continuous attention is focused on the environment and health and safety concerns by complying with HACCP and other quality certifications. The brand of “Cinnamon” with emphasis on maintaining Minimum Quality Standards and Standards of Performance carries out ongoing reviews of guest comments in order to exceed customer expectations. Encouraging and nurturing responsible corporate citizenship through CSR initiatives. Continuous monitoring and reviewing of online customer reviews and rating. Regular review mechanisms are in place to monitor the performance of the Company against approved budget targets to achieve a balance between liquidity and profitability. The Company actively carries out trade debtor balance reviews with review meetings held on a consistent and continuous basis. Credit policy and stringent controls are in place to mitigate the impact of default. The Company has taken measures to maximise the interest income with the assistance and guidance of the JKH Group Treasury Department. Risk Category and Description Control Measures and Action Plans to Mitigate Risks Technology and Data Protection Risk Failure to keep pace with developments in the technology sphere could impair our competitive position and operation. Reservation, property management, material management and financial information systems were upgraded for greater alignment with business needs, making it easier to respond to change in business strategy. The IT division of the sector and the John Keells Group have implemented procedures to safeguard the computer installations of the Company to ensure continuity of operations. Commissioning an audit of all websites by an IT Governance, Risk and Compliance professional to safeguard against cyber-attacks. While the Group’s operations are reliant on Information Technology stringent security measures, disaster recovery procedures and business continuity plans are implemented, there are group-wide measures to ensure the mitigation of significant information technology risks. Clearly defined IT policy, which is communicated to all associates. Fraud Risk risk posed by corruption and employees abusing entrusted power for private gain, as well as misappropriation of assets, which will also negatively impact the Company’s reputation. The All major procurement decisions are taken on a collective basis inclusive of Consultants/Project Managers and the Management. Internal auditors are appointed to conduct regular reviews of the areas which are susceptible to misappropriation and fraud. Authority limits and segregation of responsibilities and duties have been implemented for the critical functions of the Company. The Company has taken insurance covers in order to mitigate this risk factor. The Board confirms that a process for identifying, evaluating and managing significant risks that endanger the achievement of the strategic objectives of Asian Hotels and Properties PLC has been in place throughout the year in accordance with the guidelines set out by the Institute of Chartered Accountants of Sri Lanka and industry best practices. The Audit Committee has reviewed the Business Risk Management process adopted by the Company and has noted that the risk management exercises had been conducted. 49 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Corporate Governance CORPORATE GOVERNANCE COMMENTARY Introduction A culture of performance, entrenched within a framework of compliance, conformance and sustainable development dominates the governance policy of Asian Hotels and Properties PLC in line with the JKH Group’s corporate governance philosophy which has been institutionalised at all levels through a strong set of corporate values, a written code of conduct and a proven performance management and values monitoring systems. The Board of Directors, Senior Management and employees are expected to strictly adhere to the precepts of this culture and follow them in performing official duties, whilst ensuring that the Group image remains positive and pragmatic at all times. The Company has strived to maintain the highest levels of transparency when reporting on both financial and non-financial information which has enabled it to enhance the trust that stakeholders have in the Company. The Company holds itself accountable to the highest standards of Corporate Governance and transparency which makes information about our Company accessible to the public. Effective Corporate Governance in line with the highest international standards is an important part of our identity. Our system of Corporate Governance lays the basis for responsible performance-oriented management and control which is geared towards sustainable value creation. Most importantly, our efforts go hand in hand with an unwavering commitment to the accurate, clear communication of our performance and the facts of our business. We are pleased to present this report which sets out the corporate governance philosophy that is practiced by the Company. We are in compliance with the following statutes, rules and regulations and where necessary, any deviations permitted by same, have been duly explained. Act No. 7 of 2007 – Mandatory compliance Listing Rules of the Colombo Stock Exchange (CSE) – Mandatory compliance The Code of Best Practice on Governance issued jointly by the Securities and Exchange Commission of Sri Lanka and the Institute of Chartered Accountants of Sri Lanka to the extent that they are practicable – Voluntary compliance Recommendations of the UK Corporate Governance Code as practicable in the context of the nature of businesses and risk profiles - Voluntary compliance Companies The Corporate Governance System with a Sustainability Development Framework Internal Governance Structure Audit Committee Nominations Committee Chairman & the Board of Directors Human Resources & Compensation Committee Related Party Transaction Review Committee President/General Manager Management Team Employee Empowerment 50 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 People & Talent Management Employees Performance Governance Assurance Mechanisms Board Committees Regulatory Benchmarks Companies Act No. 07 of 2007 Internal Control Listing Rules of the Colombo Stock Exchange Stakeholder Management JKH Code of Conduct The Code of Best Practices on Corporate Governance issued jointly by SEC & ICASL Effective & Transparent Management IT Governance Risk Management External Audit Employee Participation Recommendations of the UK Corporate Governance Code as practicable in the context of the nature of businesses and risk profiles The Corporate Governance framework is founded on the following principles: (i) Allegiance to John Keells Holdings PLC (JKH) and the John Keells Group, and upholding of Group values. (ii) Compliance with the laws and Company Rules and Regulations applying to the territories that the John Keells Group operates in. (iii) Conduct of business in an ethical manner at all times, in line with acceptable business practices. (iv) Exercise of professionalism and integrity in all business and “public” personal transactions. (v) Ensure that no one person has unfettered powers of decision making. (vi) Opting for the early adoption of accounting standards and best practices in governance regulation when practical. (vii)Encourage proactive discussions with the relevant regulatory bodies to facilitate the implementation of matters of governance and other business reforms in Sri Lanka. (viii)Make business decisions and resource allocations, in an efficient and timely manner, within a framework that ensures transparent and ethical dealings which adhere to the laws of the country and the standards of governance that stakeholders expect from the Company. The key components of the corporate governance framework of the Company comprising the internal Governance structure, the external regulatory 51 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 framework, accountability and assurance of compliance are discussed in detail in this report. Internal Governance Structure This comprises a committees which formulate, execute and monitor Company related strategies, initiatives, processes and procedures which support are weaved into the fabric of these committees, enabling them to perform their roles effectively. Assurance Mechanisms This comprises ‘bodies and mechanisms’ which are employed in enabling regular review of progress against objectives with a view to highlight deviations, provide quick redress and assurance that actual outcomes are in-line with expectations. Regulatory Benchmarks This comprises regulations which govern, in the main, all our corporate activities from the Companies Act to Listing Rules of the CSE, Rules of the SEC and the benchmarks we have set for ourselves in working towards local and global best practices. What follows is a more detailed account of including where relevant and applicable components of the Company’s Corporate Governance System. Internal Governance Structure The Internal Governance Structure encompasses; The Board of Directors Board Sub-committees Senior Management Committees Strengthened and complemented by internal policies, processes and procedures, the key components being: Strategy formulation and decision making Human resource governance Integrated risk management IT governance and Stakeholder management and effective communication The components of the internal governance structure are designed in such a way that the executive authority is well devolved and delegated through a committee structure ensuring that the Chairman, Presidents, Sector/Functional Head and Profit Centre/Function Managers are accountable for the total Company functions and sub-functions respectively. Clear definitions of authority limits, responsibilities and accountabilities are set and agreed upon in advance to achieve greater operating efficiency, expediency, healthy debate and freedom of decision making. Chairman and his Role The Chairman conducts Board Meetings and ensures that the participation and contribution of Executive and NonExecutive Directors are encouraged and their views on matters under consideration are determined. The Chairman maintains contact with all Directors and has informal discussions with the Non- Executive Directors as necessary. As Chairman, he is responsible for: that the principles and processes of the Board are maintained, including the provision of accurate, timely and clear information Encouraging debate and constructive criticism Setting agendas for meetings of the Board, in conjunction with the Senior Managers and Group Company Secretary, that focus on the strategic direction and performance of our business Ensuring Corporate Governance contd. Leading the Board and individual Director Performance assessments and acting for the Board and representing the Board to shareholders Presenting shareholders’ views to the Board Facilitating the relationship between the Board and the Management Speaking The Board considers that none of the Chairman’s other commitments interfere with the discharge of his responsibilities to the Company. The Board is satisfied that he makes sufficient time available to serve the Company effectively. Board of Directors The Board of Directors is the ultimate governing body of the Company. It is responsible for the ultimate supervision of the Company. In all actions taken by the Board, the Directors are expected to exercise their business judgment in what they reasonably believe to be the best interests of the Company. In discharging that obligation, Directors may rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors. Composition of the Board and Directors’ Independence As at 31st March 2014, the Board consisted of 8 Directors comprising: Executive Directors (ED) 3 Non-Executive Non-Independent Directors (NED/NID) 3 Non-Executive Independent Directors (NED/ID) 2 Independence of the Directors have been determined in accordance with the Continuing Listing Rules of the Colombo Stock Exchange and all three Independent, Non-Executive Board members have submitted signed confirmations of their independence. The Board members have a wide range of expertise as well as significant experience in diverse fields enabling them to discharge their governance duties in an effective manner. Name of Director/Capacity Mr. S.C. Ratnayake Mr. A.D. Gunewardene Mr. J.R.F. Peiris Employee of Family Member a Share Holding (1) Material Company (3) Director or CEO Business (4) Relationship (2) Non-Executive ,Non-Independent Directors (NED/NID) Yes No No No No No No No No No No No Executive ,Non-Independent Directors (ED/NID) Yes No No No No No No No Non-Executive, Independent Directors (NED/ID) Yes No No No No No No No No No No No Continuous service for nine years (5) Yes Yes Yes Mr. R.J. Karunarajah Yes Mr. S. Rajendra No Mr. C.J.L. Pinto No Mr. S.K.G. Senanayake No Mrs. S.A. Jayasekara No Definitions 1. Have shares in the Company. 2. Income/Non cash benefits derived from the Company equivalent to 20 per cent of the Directors annual income. 3. Director was employed by the company two years immediately preceding appointment. 4. Close family member who is a Director or CEO. 5. Has served on the Board continuously for a period exceeding nine years. 52 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 The Board is of the view that its present composition ensures a right balance between executive expediency and independent judgment. Directors that made up the Company Board participate in defining goals, vision, strategies and business targets. All Directors are able to and willingly add value and independent opinion on the decision making process, which is of immense benefit to the effective functioning of the Board. The details of the current Board of Directors along with a brief resume of each Director is found from pages 38 to 39 of the Report. Transactions or events that have a material bearing on the Company are disclosed by way of circulars to shareholders, announcements to the Colombo Stock Exchange and media/press releases. The Board is ready to answer questions raised by shareholders at general meetings and maintains an appropriate dialogue with them. The presence of Independent Directors ensures the equal benefits of all shareholders with independent views and opinions. Directors will update the Board with any new information in relation to interests or relationships relevant to independence. The Board has developed a policy that it uses to determine the independence of its Directors. This determination is carried out annually or at any other time where the circumstances of a Director change such as to warrant reconsideration. The Board is aware of the other commitments of its Directors and is satisfied that these do not conflict with their duties as Directors of the Company. 53 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 All Non Executive Directors are required to notify the Chairman of changes in their outside Board appointments and the Chairman carries out a review of all such appointments in consultation with the other Directors where necessary to ascertain any possible conflicts of interest. Board Responsibilities and Decision Rights At Asian Hotels and Properties PLC, the businesses are conducted by its employees, managers and officers, under the direction of the Executive Directors and the oversight of the Board, to enhance the long-term value of the Company for its shareholders. The Board aims to fulfill its responsibilities by creating value for all stakeholders that is sustainable and beneficial. Stakeholders include shareholders, employees, customers, the community and the environment. Without limiting the Board’s function, its specific responsibilities include: Approving objectives, strategies and financial plans and monitoring the Company’s performance against these plans Monitoring compliance with the regulatory requirements and ensuring all Company employees act with integrity and diligence in the interests of the Company and stakeholders Reviewing and approving all significant policies and procedures Exercise objective judgment on all corporate matters independent from the Executive Management Formulating short and long term strategies as a basis for the operational plans of the Company Determining and recommending interim and final dividends for the approval of shareholders Identifying the principal risks of the business and periodically reviewing the risk management systems in place Preparation and presentation of financial statements, together with a statement by the Auditors pertaining to their reporting responsibilities Delegation of Authority The Board has delegated some of its functions to the Audit Committee while retaining the final right to accept the recommendations made by the Committee. The Audit Committee is chaired by an Independent Director appointed by the Board. Conflicts of Interest and Independence Each Director holds continuous responsibility to determine whether he or she has a potential or actual conflict of interest arising from external associations, interests or personal relationships in material matters which are considered by the Board from time to time. In order to mitigate any potential or actual conflict of interest or independence of Directors throughout the term of their membership on the Board, the Company has adopted the following processes: Corporate Governance contd. Prior to Appointment Once Appointed Nominees are requested to disclose their various interests that could potentially conflict with the interest of the Company. Directors who are appointed are expected to inform the Board and obtain Board clearance prior to accepting any position or engaging in any transaction that could create a potential conflict of interest. All NEDs are required to notify the Chairman of changes in their current board representations. Directors who have disclosed an interest in a matter under discussion have, During Board Meetings Excused themselves from deliberations on the subject matter. Refrained from voting on the subject matter (Such abstentions from Board decisions are duly recorded). Details of companies in which Board members hold Board or Board Committee membership is available with the company for inspection by shareholders on request. Board Meetings, Agenda and Attendance For the financial year 2013/2014 there was a total of four (4) Board meetings. During the meetings, the Chairman of the Board appropriately allocated time for Directors to carefully review and discuss all relative information. There were also written minutes that were made available for verification and approved by the Board. All Directors have access to Keells Consultants [Private] Limited who act as Company Secretaries for advice on relevant matters. The Board met on key matters of importance to the Company, including; of previous minutes Matters arising from the previous minutes Board subcommittee reports and other matters exclusive to the Board Circular resolutions Status updates of major projects Review of performance – in summary and in detail, including high level commentary on actuals and outlook Summation of strategic issues discussed at pre-Board meetings Approval of Quarterly and Annual Financial Statements Ratification of capital expenditure and donations Ratification of the use of the company seal and share certificates issued New resolutions Report on corporate social responsibility Review of Group risks, sustainability, HR practices/updates Any other business Confirmation 54 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 The Board of Asian Hotels and Properties PLC met once every quarter and the Directors’ attendance is shown in the table given below: Attendance at Board Meetings Name of Director 30-04-2013 30-07-2013 29-10-2013 24-01-2014 Meetings Attended Mr. S.C. Ratnayake √ √ √ - 3/4 Mr. A.D. Gunewardene √ √ √ √ 4/4 Mr. J.R.F. Peiris √ - √ √ 3/4 Mr. R.J. Karunarajah √ √ √ √ 4/4 Mr. S. Rajendra √ √ √ √ 4/4 Mr. C.J.L. Pinto √ √ - √ 3/4 Mr. S.K.G. Senanayake √ √ √ - 3/4 Mrs. S.A. Jayasekara √ - - √ 2/4 Financial Guidance The Board of Directors consists of four senior qualified Accountants with significant experience in the corporate sector, who posses the necessary knowledge to offer the Board guidance on matters of finance. These Directors add substantial value and independent judgment on the decision making of the Board on matters concerning finance and investments. Timely Supply of Information All Directors are fully briefed on important developments in the various business activities of the Company. The Directors have access to; External and Internal Auditors Experts and other external professional advisory services Senior managers under a structured arrangement Information as is necessary to carry out their duties and responsibilities effectively and efficiently Periodic performance reports Information updates from management on topical matters, new regulations and best practices as relevant to the Company's businesses The services of the Company Secretary Tenure, Retirement and Re-Election of Directors As prescribed by the Company’s Articles, one third of the Directors of the Company except the Chairman and Managing Director retire by rotation. A Director retiring by rotation is eligible for re-election. The tenure of office for Non independent Directors is limited by their prescribed Company retirement age. Independent Directors, on the other hand, can be appointed to office for three consecutive terms of three years, which however, is subjected to the age limit set by 55 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 statute at the time of re-appointment following the end of a term. The proposal for the re-appointment of Directors is set out in the Directors Report as well as the Notice of Meeting on page 191 of this Report. Nominations Committee and Board Appointments The Nomination Committee of the Parent Company, John Keells Holdings PLC functions as the nomination committee of the Company and its Subsidiary. The Nomination Committee holds responsibility to identify and propose suitable candidates for appointment as Non-Executive Directors to the Board of the Company, in keeping with the target Board composition and skill requirements. The Board of the Company after due consideration of such recommendations, determines and appoints the new Director. All newly appointed Directors shall hold office until the next Annual General Meeting and shall be eligible for re-election by the Shareholders of the Company, as provided by Article 91 of the Articles of Association of the Company. The Nominations Committee of John Keells Holdings PLC comprises four Independent Directors and one Non Independent Director namely as at 31st March 2014: Mr. T. Das - Chairman Mrs. S. Tiruchelvam* Mr. S.C. Ratnayake - (Non Independent) Mr. M.A. Omar** Mr. E.F.G. Amerasinghe** Mr. D.A. Cabraal** * Resigned with effect from 9th September 2013. ** Appointed with effect from 7th November 2013. Corporate Governance contd. Human Resources and Compensation Committee As permitted by the Listing Rules of the Colombo Stock Exchange, the Human Resources and Compensation Committee of John Keells Holdings PLC the Parent Company of Asian Hotels and Properties PLC function as the Human Resources and Compensation Committee of the Company and its Subsidiary. The Human Resources and Compensation Committee of the John Keells Holdings PLC comprise of Five Non Executive Independent Directors. Mr. E.F.G. Amerasinghe - Chairman Mrs. S. Tiruchelvam* Dr. I. Coomaraswamy Mr. A.R. Gunasekara Mr. M.A. Omar** Mr. N.A. Fonseka*** * Resigned with effect from 9th September 2013 ** Appointed with effect from 28th May 2013. *** Appointed with effect from 7th November 2013. The remuneration policy adopted by the Company as recommended by the Human Resources and Compensation Committee of its Parent Company, John Keells Holdings PLC is formulated to attract and retain high caliber executives and motivate them to develop and implement the business strategy in order to optimise long term shareholder value creation. The customised “pay for performance scheme” continues to apply for all group employees based on the pillars of individual performance and organisational performance. The remuneration package for all employees at Assistant Manager level and above is based on organisational performance and individual performance. However, in 56 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 respect of the Executive level and below, the employees scheme operates purely on the basis of individual performance. Related Party Transactions Review Committee As intimated by the Securities and Exchange Commission of Sri Lanka under its Code of Best Practice for Listed Companies, the Related Party Transactions Review Committee was voluntarily operationalised by the Group at the John Keells Holdings PLC from 1st April 2014. This Parent Level Committee will act on behalf of the whole Group including the Company. In very broad terms, the scope of this subcommittee is: (i) Developing, and recommending for adoption by the Board of Directors of JKH PLC and its listed subsidiaries, a Related Party Transaction Policy consistent with that proposed by the SEC and is in synchronisation with the Operating Model and the delegated Decision Rights of the Group. (ii) Updating the Board of Directors on the related party transaction of each of the listed companies of the Group on a quarterly basis. This committee of John Keells Holdings PLC comprises three Non-Executive Independent Directors and two NonExecutive Non Independent Directors. The Head of Group Business Process Review will operate as the secretary to this committee. Mr. N. Fonseka - Chairman Mr. E.F.G. Amerasinghe Mr. D.A. Cabraal Mr. S.C. Ratnayake Mr. J.R.F. Peiris Board Remuneration Remuneration for Non-Executive, NonIndependent Directors Compensation for Non Executive Directors, Non-Independent Directors [NED/NIDs] is determined by reference to fees paid to other NED/NIDs of comparable companies. Director fees applicable to Non Executive Directors nominated by John Keells Holdings PLC are paid directly to the Company and not to individuals. Remuneration for Non-Executive, Independent Directors Compensation for Non-executive, Independent Directors (NED/IDs) is determined by reference to fees paid to other NED/IDs of comparable companies. NED/IDs receive a fee for devoting time and expertise for the benefit of the Company. Nevertheless, NED/IDs fees are not time bound or defined by a maximum/ minimum number of hours committed to the Group per annum and hence is not subject to additional/lower fees for additional/lower time devoted. NED/IDs do not receive any performance/incentive payments. The Company does not have an employee share option scheme. Total aggregate of Non- Executive Director Remuneration for the year was Rs. 1,440,000. Remuneration for Executive and NonIndependent Directors The remuneration of the Executive Directors is determined as per the remuneration principles of the Group. The Human Resources and Compensation Committee conducted a market survey of Executive Director remuneration with a view to assessing the appropriateness of compensation with market benchmarks. Having taken into account the complexities associated with the Group, it was established that the compensation is in-line with the market. The Executive Directors, like other eligible employees, have received employee shares option based on role responsibility and actual performance. Accordingly the number of options so awarded was recommended to the Board by Human Resources and Compensation Committee. Total aggregate Executive Director Remuneration for the year was Rs. 55,327,000. As a member of the John Keells Group, the Company is now part of a comprehensive planning and monitoring process. The Annual Plans and Budgets are developed by the Company along with a reforecast after six months. Strategic priorities and key drivers are pre-identified and tracked on a monthly basis. The Company further maintains a system of internal controls, which is designed to safeguard its assets from identified risks, while ensuring that all transactions are duly authorised, recorded and reported. Key systems and rules relating to delegation of authority are formalised and documented. 57 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 out frequent surprise cash counts across the Group. Group-wide Risk Review The Board is responsible for the formulation of the appropriate systems of internal controls for the Group and ensuring its effectiveness. The Board is fully conscious that any internal control system contains inherent limitations and no system of internal control could provide absolute assurance against the occurrence of material errors, poor judgment in decision making, human errors, losses, fraud or other irregularities. The Board has therefore taken appropriate action to minimise such situations. New There is a continuous process for identifying, evaluating and managing the significant risks faced by the Company which has been in place during the financial year and up to the date of approval of the Annual Report and Accounts. The Board regularly reviews this process. During the financial year under review following tasks were performed by the Group Business Process Review Division and outsourced Internal Auditors to ensuring the existence of effective internal controls; initiative to strengthen the existing Business Continuity Plans (BCP) and Disaster Recovery Plans (DRP). All Heads of Department were encouraged to re-visit their BCPs in confirming that such plans were up-to-date and relevant to the current working environment. Accountability and Assurance System of Internal Controls The Board has overall responsibility for the system of internal control. A sound system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives. The Company continues to stress on the importance of strong internal control throughout the organisation. Written responsibilities, authority delegation and management controls have been adopted to create transparency for utilisation of the Company’s resources and to distinguish the duties of staff and controllers in order to ensure that proper verification and monitoring processes are in place. Carried methods of data analytics were carried out using sophisticated tools where the entire data population was analysed (as opposed to analysing a sample) in identifying exceptions and irregularities. Implemented across the Group, process improvements stemming from the findings of internal audits. The existing SAP SOX processes were reviewed and updated to ensure compliance with Sarbanes Oxley Act of 2002 – Sec 404. Strengthened the management reporting on internal controls to facilitate better decision making. Certain aspects of its business operation may expose the Company to both internal and external risks. The Company recognises the importance of controlling these risks and minimising the possibility of any negative impact to the Company. The Company is using the Business Risk Management [BRM] process which is established by JKH to identify both financial and operational risks. It endeavours to ensure the control systems designed to safeguard the Company’s assets and maintain proper accounting records that facilitate the production and availability of reliable information are in place and are functioning as planned. Corporate Governance contd. Investment Appraisal Process and Investment Decisions Over the years, the Company has refined the process of investment appraisal which ensures the involvement of the relevant persons when capital investment decisions are made. In this manner, several views, opinions and advices are obtained prior to the investment decision being made. Experience has proven that a holistic and well debated view of the commercial viability and potential of proposed projects including operational, financial, funding, risk and tax implications has most of the time culminated a good result. All investment decisions are routed through a committee structure which safeguards against one individual having unfettered decision making powers in such decisions. Operations, Planning, Monitoring and Decision Rights The responsibility for monitoring plans has been entrusted to the Managing Agents. The achievement of annual plans as well as ensuring compliance with Group policies and guidelines rests with the President, General Manager and functional department heads of the respective business units to whom appropriate decision rights have been granted in order to execute operational and financial decisions within their purview. Monitoring of Financial and Operational Data Financial results and key operational performance indicators are evaluated against the Annual Plan and subsequent reforecast on a monthly basis at all levels of management. The Board reviews the financial results on a quarterly basis. The IT systems in place facilitate the online display of information relevant to the needs of hotel managers and 58 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 functional heads pertinent to their areas of responsibility. Information Technology Governance The Company Information Technology (IT) Governance Policy has evolved in line with the Group's IT Governance Policy in the last year to deliver and embrace new technologies which have aligned with the overall business objective of the Group. This evolution occurred as the Company discerned the competitive advantage gained and the enhancement of business value which came about through the skillful alignment of IT with its business objectives and the prudent management of it’s IT resources. The Company has always been a step ahead in embracing emerging technologies and systems, consistently investing in developing its IT infrastructure. Continuous focus on cutting-edge technology has ensured greater reliability of IT systems and has shortened information delivery times to both internal and external stakeholders. The IT governance system, in particular, was closely reviewed during the year towards ensuring the following: Leverage IT as a strategic asset agility, in view of the fast changing technology Establish the right balance between business needs and IT enablement Ensure that all IT investments have a quantifiable (or visible) business return Ensure a strong IT governance and regulatory framework through a coherent set of policies, processes and adoption of best practices in line with world class organisations, but always keeping in mind business returns. Ensure that e-enabled platforms are regularly reviewed for 'internal control effectiveness' through SOX methodology of process flow analysis. Ensure Human Resource Governance (Performance Management) The Performance Management System (PMS) continued to evolve positively in catering to, and fashioning, employee empowerment in meeting current and emerging needs. Following linkages of PMS were further strengthened: Learning and development development Succession planning Talent management Reward and recognition Compensation and benefits Career Audit Committee Role of the Committee The role of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities for the integrity of the Financial Statements of the Company, the internal control and risk management systems of the Company and its compliance with legal and regulatory requirements, the External Auditors’ performance, qualifications and independence, and the adequacy and performance of the Internal Audit function, which at the parent company (John Keells Holdings PLC) is termed Group Business Process Review Division (Group BPR). This is detailed in the terms of reference of the Committee which has been approved by the Board and is reviewed annually. The effectiveness of the Committee is evaluated annually by each member of the Committee and the results are communicated to the Board. Composition of the Committee and Meetings The Audit Committee comprises of three Independent Non-Executive Directors. As prescribed in the Listing Rules of Colombo Stock Exchange. The Chairman of the Audit Committee is a Fellow member of the Institute of Chartered Accountants of Sri Lanka with several years of experience in financial auditing and accounting. Four (4) meetings were held during the year. The Executive Directors and Senior Management of Cinnamon Grand Colombo and Crescat Property Division attend the Audit Committee meetings by invitation. Further the representatives of the Internal Auditors (Messrs. Pricewaterhouse Coopers (Private) Limited), John Keells Group Business Process Review Division and the External Auditors KPMG, Chartered Accountants attend by invitation. The Audit Committee performs an important monitoring function in the overall governance of the Company. The Committee reviews the following; for identifying business risks and controlling their financial impact on the Group and the operational effectiveness of the policies and procedures related to risk and control The appointment, remuneration, qualifications, independence and performance of the External Auditor and the integrity of the audit process as a whole Budgeting and forecasting systems, financial reporting systems and controls Procedures for ensuring compliance with relevant regulatory and legal requirements Arrangements for protecting intellectual property and other nonphysical assets Procedures 59 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Overseeing the adequacy of the internal controls and allocation of responsibilities for monitoring internal financial controls Policies, information systems and procedures for preparation and dissemination of information to shareholders, stock exchanges and the financial community. Audit Committee attendance during the subject period was; Attendance at Board Audit Committee Meetings Name of Director 17-05-2013 26-07-2013 24-10-2013 23-01-2014 Meetings Attended Mr. C.J.L. Pinto √ √ √ √ 4/4 Mr. S.K.G. Senanayake √ √ √ √ 4/4 Mrs. S.A. Jayasekara √ - √ √ 3/4 Management Committee The Hotel and Property divisions of Asian Hotels and Properties PLC have two separate Management Committees consisting of General Manager of the Hotel, President of the Property Division and other key managers of divisions in order to discuss matters pertaining to strategy and operations. Strategic risks and opportunities arising from changes in our business environment are regularly reviewed by the Group Management Committee (GMC) of the Hotel and Property divisions at the meetings held monthly. The role of the GMC is to provide the necessary guidance and direction to the Company on matters that are strategic and long-term in nature or have the potential to significantly impact the division’s performance and reputation and to make decisions on key business-wide policies, including operational policies, internal controls, the Human Resources Strategy and the Risk Management Policy. Internal Auditors Quarterly Audits are conducted by the Company’s Internal Auditors, Messrs PricewaterhouseCoopers (Private) Limited, a firm of Chartered Accountants. The role of the internal audit team is to determine whether risk management, control and governance processes are adequate and functioning. The Internal Audit function is independent of the External Auditor. The reports arising out of such audits are, in the first instance, considered and discussed at the business/functional unit levels and after review by the respective President/CEO of the Company and the Subsidiary are forwarded to the Audit Committee on a regular basis. Further, the Audit Committee also assesses the effectiveness of the risk review process and systems of internal control on a regular basis. Follow-ups on internal audits are done on a structured basis. Relevant risks and vulnerabilities of the Company are identified and promptly brought to the attention of the Management, facilitating corrective and preventive measures to be taken in a timely manner. Corporate Governance contd. Additionally, a technically strong Management Audit function aligned with the Company’s strategies adds value in a variety of ways, including – Providing an independent opinion on the integrity, reliability and relevance of management information Assessing the adequacy of controls over the protection of assets and management of liabilities Reviewing compliance with corporate policies and external regulations Reducing the risk of fraud Going Concern and Financial Reporting The Directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future. In the unlikely event that the net assets of the Company fall below a half of shareholders funds, shareholders would be notified and an extraordinary resolution passed on the proposed way forward. The going concern principle has been adopted in preparing the Financial Statements. All statutory and material declarations are highlighted in the Annual Report of the Board of Directors. Financial Statements are prepared in accordance with the Sri Lanka Accounting Standards (SLAS), including all the new standards introduced during the financial year and comply with the requirements of the Companies Act No. 07 of 2007. Information in the Financial Statements of the Annual Report are supplemented by a detailed ‘Management Discussion and Analysis’ from pages 30 to 37 which explains to shareholders the strategic, operational, investment and risk related aspects of the Company that have translated into the reported financial performance and are likely to influence future results. 60 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 The Statement of Directors' Responsibilities in relation to financial reporting is given on page 142 of the Annual Report. The Directors' interests in contracts of the Company are addressed on page 42 of the Annual Report. The Directors have taken all reasonable steps in ensuring the accuracy and timeliness of published information and in presenting an honest and balanced assessment of results in the quarterly and annual Financial Statements. Price sensitive information has been disclosed to the Colombo Stock Exchange, shareholders and the press in a timely manner and in keeping with the regulations. Sri Lanka Financial Reporting Standards (SLFRS) Living by the Company’s philosophy of good governance and reporting the Financial Statements for year 2013/14 have been prepared and presented in accordance with Sri Lanka Accounting Standards (SLFRS/LKAS) which have materially converged with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Compliance with Legal Requirements Compliance with legal requirements and Group-internal rules are significant elements of Corporate Governance for the management of Asian Hotels and Properties PLC. The Board of Directors, to the best of their knowledge and belief are satisfied that the Company has not engaged in any activity which contravenes laws and regulations and all financial obligations due to the Government and to the employees have been either duly paid or adequately provided for in the Financial Statements. Securities Trading Policy JKH’s securities trading policy prohibits all employees and agents engaged by Asian Hotels and Properties PLC who are aware of unpublished price sensitive information from trading in Asian Hotels and Properties PLC shares or the shares of other companies in which the Company presently has business interests. External Audit KPMG serves as the external auditors of the Company. The audit fees paid by the Company and Group to KPMG are separately classified on page 159 in the Notes to the Financial Statements of the Annual Report. The Auditors' report on the Financial Statements of the Company for the year under review is found on page 143 of the Annual Report. The Company has attempted always to separate the internal auditors from the external auditors in order to maintain external auditor independence. The appointment/re-appointment of these auditors were recommended by the Audit Committees to the Boards of Directors. Employee Participation in Assurance The following meetings, interviews, evaluations and surveys were conducted during the year: Skip Level meetings interviews Young Forum meetings 360 degree evaluation Great Place to Work survey Voice of Employee survey Exit Whistle Blower Policy Through a communication link named ‘Chairman Direct’, concerns about unethical behaviour and any violation of Group values could be reported by any employee to the Chairman of JKH. Employees reporting such incidents are guaranteed complete confidentiality and such complaints are investigated and addressed via a select committee under the direction of the Chairman. Ombudsperson In order to deal with a situation in which an employee or group of employees feel that an alleged violation has not been addressed satisfactorily using the available/existing procedures and processes, an Ombudsperson has been appointed by JKH being the ultimate Parent Company to entertain such concerns. The Ombudsperson’s duty ceases upon the confidential written communication of the findings of the Ombudsperson and recommendations to the Chairman or the Senior Independent Director as the case may be. The Chairman or the Senior Independent Director, as applicable, will place before the Board, The decision and the recommendations of the Ombudsperson The action taken based on the recommendations The areas of disagreement and the reasons adduced in instances where the Chairman or the Senior Independent Director disagrees with any or all of the findings and/ or recommendations. In such cases, the Board shall consider the areas of disagreement and determine the way forward. 61 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 The Chairman or the Senior Independent Director is expected to take such steps as are necessary to ensure that the complainant is not victimised for having invoked this process. These open door policies facilitate constant dialogue, communication, transparency and ultimately employee confidence, which would help retain existing talent whilst attracting new. The Code of Conduct The written Code of Conduct to which all employees at all levels and the Board of Directors are bound by, engraves the desired behaviour of JKH staff at executive level and above. This is being constantly and rigorously monitored. The objectives of the Code of Conduct were further affirmed by a strong set of corporate values which were well institutionalised at all levels within the Group and thus the Company through structured communication. The degree of employee conformance with corporate values and their degree of adherence to the JKH Code of Conduct were the key elements of reward and recognition schemes. Code of Conduct Allegiance to the Company and the Group Compliance with rules and regulations applying in the territories that the group operates in Conduct of business in an ethical manner at all times and in keeping with acceptable business practices Exercise of professionalism and integrity in all business and ‘public’ personal transactions The Chairman of the Board affirms that there have not been any material violations of any of the provisions of the Code of Conduct. In the instances where violations did take place, or were alleged to have taken place, they were investigated and handled through the Company’s established procedures. Shareholder Relations The Company shareholders exercise their rights at the Annual General Meeting. Each resolution brought before the shareholders at the Annual General Meeting is voted on separately by the shareholders. The notice of the Annual General Meeting and the relevant documents required are published and sent to the shareholders within the statutory periods. The Company circulates the agenda for the meeting and shareholders vote on each issue separately. Corporate Governance contd. All shareholders are invited and encouraged to be present, actively participate and vote at the Annual General Meeting. The Annual General Meeting provides an opportunity for Shareholders to seek and obtain clarifications and information on the performance of the Company and to informally meet the Directors after the Annual General Meeting. The External Auditors and the Company’s lawyers are invited too and are present at the Annual General Meeting to render any professional assistance that may be requested. Shareholders who are not in a position to attend the Annual General Meeting in person are entitled to have their voting rights exercised by a proxy of their own choice. Four times each year, the Company reports to its shareholders regarding its business development, financial position and earnings. An ordinary Annual Shareholders’ Meeting normally takes place within the first four months of each financial year. The AGM is the main forum where the Company communicates with its shareholders the objectives, strategies and the way forward for the Company, for the new financial year. Roles of Stakeholders The Company realises the importance of ensuring that all stakeholders’ rights are properly observed. Pertinent procedures are carried out in line with the rules and regulations of the Stock Exchange of Sri Lanka, as well as the related laws. Shareholders: The Company is committed to create long-term growth and returns to the shareholders and to conduct its business in a transparent manner. Customers: The Company is committed to continuously develop better quality of 62 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 goods and services for the benefit and satisfaction of its customers. Partners: The Company treats all partners fairly in order to achieve mutual benefits. Creditors: The Company observes all of its obligations to creditors. Competitors: The Company abides by the framework of fair competition and will not destroy the reputation of competitors through false accusations. Employees: The Company considers its employees, valuable assets and treats them fairly in regard to work opportunities, remuneration and quality of working environment. The Company also provides all its employees professional and career development training. Society and environment: The Company is committed to conduct businesses that benefits the economy, society and quality of environment. The Parent Company of Asian Hotels and Properties PLC has established the Corporate Social Responsibility (CSR) Department to promote to the Company’s staff the importance of the CSR objectives to achieve balanced benefits relating to society, the environment and all stakeholders in harmony with the Company’s sustainable growth objectives. Major Transactions The Directors ensure that any corporate transaction that would materially affect the net asset base of the Company are communicated to shareholders. There were no major transactions as defined under Section 185 by the Companies Act No. 07 of 2007 during the year under review. Going Forward The Board is committed to the highest standards of corporate governance in order that the Company shall achieve its long term sustainable growth objectives. The Board is accountable to the Company’s shareholders for good governance in its management of the affairs of the Company. The Board confirms that the Company was fully compliant throughout the year ended 31st March 2014 with all the principles and provisions of the good Corporate Governance and the Code of Business Conduct and Ethics. The Company’s approach to Corporate Governance enables it to understand the expectations of stakeholders, forecast trends in social, environmental and ethical requirements and to manage the Company’s performance in an appropriate manner. While the Board is satisfied with its level of compliance with the governance requirements, it recognises that practices and procedures can always be improved, and there is merit in continuously reviewing its own standards. The Board’s programme of review will continue throughout the year ahead. Statement of Compliance Under Section 7.10 of the Rules of the Colombo Stock Exchange (CSE) on Corporate Governance (Implemented on 1st April 2009 and includes amendments to date) Compliant 63 Non Compliant CSE Rule No. Subject Compliance Requirement 7.10 (a-c) Compliance The Corporate Governance 7.10.1 (a-c) Non-Executive Directors Two Corporate Governance 7.10.2(a) Independent Directors Two Corporate Governance 7.10.2(b) Independent Directors Each Available with the Secretaries for review 7.10.3(a) Disclosure relating to Directors The Board shall annually determine the independence or otherwise of the NonExecutive Directors Names of the Independent Directors should be disclosed in the Annual Report Corporate Governance Group is in compliance with the Corporate Governance Rules and any deviations are explained where applicable or at least one third of the total number of Directors should be NonExecutive Directors, whichever is higher or one third of Non-Executive Directors, whichever is higher, should be independent Non-Executive Director should submit a declaration of independence/ non-independence in the prescribed format Applicable Section in the Annual Report 7.10.3(b) Disclosure relating to Directors The Corporate Governance 7.10.3(c) Disclosure relating to Directors A Board of Directors (profile) section in the Annual Report 7.10.3(d) Disclosure relating to Directors Provide Corporate Governance 7.10.4 (a-h) Criteria for defining Independence Requirements Corporate Governance ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 basis for the Board's determination of Independent Director, if criteria specified for Independence is not met Compliance Status brief resumé of each Director should be included in the Annual Report and should include the Directors areas of expertise a brief resumé of new Directors appointed to the Board with details specified in 7.10.3(a), (b) and (c) to the Colombo Stock Exchange Independent for meeting criteria to be Corporate Governance contd. 64 CSE Rule No. Subject Compliance Requirement 7.10.5 Human Resources and Compensation Committee A Corporate Governance 7.10.5(a) Composition of Human Resources and Compensation Committee Shall Corporate Governance 7.10.5.(b) Functions of Human Resources and Compensation Committee The Corporate Governance 7.10.5.(c) Disclosure in the Annual Report relating to Human Resources and Compensation Committee Names of Directors comprising the Human Resources and Compensation Committee Statement of Remuneration Policy Aggregated remuneration paid to Executive and Non–Executive Directors Corporate Governance and the Board of Directors Reports listed Company shall have a Remuneration Committee. The Remuneration Committee of the listed Parent Company may function as the Remuneration Committee comprise of Non–Executive Directors, a majority of whom will be Independent Human Resources and Compensation Committee shall recommend the remuneration of the Chief Executive Officer and Executive Directors Compliance Status Applicable Section in the Annual Report 7.10.6 Audit Committee The Corporate Governance 7.10.6(a) Composition of Audit Committee Shall Corporate Governance and the Board of Directors Reports ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Company shall have an Audit Committee comprise of Non–Executive Directors a majority of whom will be Independent A Non–Executive Director shall be appointed as the Chairman of the Committee General Manager, President and Financial Controller should attend Audit Committee Meetings The Chairman of the Audit Committee or one member should be a member of a professional accounting body CSE Rule No. Subject Compliance Requirement 7.10.6(b) Audit Committee Functions Overseeing of the Preparation, presentation and adequacy of disclosures in the Financial Statements in accordance with Sri Lanka Accounting Standards(SLFRS/ LKAS) Compliance with financial reporting requirements, information requirements of the Companies Act and other relevant financial reporting related regulations and requirements Processes to ensure that the internal controls and risk management are adequate to meet the requirements of the Sri Lanka Auditing Standards Assessment of the independence and performance of the external auditors Make recommendations to the Board pertaining to appointment, reappointment and removal of external auditors, and approve the remuneration and terms of engagement of the external auditor 7.10.6(c) 65 Disclosure in Annual Report relating to Audit Committee ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Names of Directors comprising the Audit Committee The Audit Committee shall make a determination of the independence of the Auditors and disclose the basis for such determination The Annual Report shall contain a Report of the Audit Committee setting out of the manner of compliance with their functions Compliance Status Applicable Section in the Annual Report Corporate Governance and the Board of Directors Reports Corporate Governance and the Audit Committee Report Corporate Governance contd. Code of Best Practice of Corporate Governance Jointly Issued by the Securities and Exchange Commission of Sri Lanka (SEC) and Institute of Chartered Accountants of Sri Lanka (ICASL) (Issued on 1st July 2008 and includes amendments to date) Compliant Code Ref. Non Compliant Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report A. Directors A.1 The Board 66 A.1 The Board Company to be headed by an effective Board to direct and control the Company Corporate Governance A.1.1 Frequency of Board Meetings Board Corporate Governance/ Annual Report of the Board of Directors A.1.2 Responsibilities of the Board Formulation and implementation of strategy Skill adequacy of management and succession Integrity of information, internal controls and risk management Compliance with laws, regulations and ethical standards Code of conduct Adoption of appropriate accounting policies Corporate Governance should meet regularly, at least once every quarter to obtain Independent professional advice when deemed necessary A.1.3 Access to professional advice Procedure Corporate Governance A.1.4 Company Secretary Ensure adherence to Board procedures and applicable rules and regulations Procedure for Directors to access services of Company Secretary Corporate Governance Directors Corporate Governance should exercise independent judgment on issues of strategy, resources, performance and standards of business judgment A.1.5 Independent Judgment A.1.6 Dedication of adequate time Directors should devote adequate and effort by Directors time and effort to discharge their responsibilities to the Company satisfactorily Corporate Governance A.1.7 Board and training Corporate Governance ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Directors should receive appropriate induction, training, hone skills and expand knowledge to more effectively perform duties Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report A Corporate Governance Chairman Corporate Governance Board Corporate Governance A.2 Chairman and Chief Executive Officer A.2.1 Justification for combining the roles of the Chairman and the CEO balance of power and authority to be maintained by separating responsibility for conducting Board business from that of executive decision making A.3 Chairman’s Role A.3.1 Ensure good corporate governance to preserve order and facilitate effective discharge of Board functions by proper conduct of Board meetings A.4 Financial Acumen A.4.1 Possession of adequate financial acumen to ensure adequacy of financial acumen and knowledge within the Board A.5 Board Balance 67 A.5.1 Composition of Board The Corporate Governance A.5.2 Proportion of Independent Directors Two Corporate Governance A.5.3 Test of Independence Independent Corporate Governance A.5.4 Declaration of Independence Non-Executive Corporate Governance / Annual Report of the Board of Directors A.5.5 Annual determination of criteria of independence/ non-independence and declaration of same by Board The Corporate Governance A.5.6 Appointment of an alternate Director If N/A A.5.7 Appointment of Senior Independent Director (SID) If N/A A.5.8 Availability of Senior Independent Director to other Directors If N/A ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Board should include a sufficient number of Non-Executive Independent Directors or one third of the Non-Executive Directors should be independent Directors should be independent of management and free of any business or other relationship that could materially interfere with the exercise of unfettered and independent judgment Directors should submit a signed and dated declaration of their independence/non-independence Board should annually determine and disclose the names of Directors deemed to be Independent an alternate Director is appointed by a Non-Executive Director, such alternate Director should not be an executive of the company the roles of Chairman/CEO are combined, a Non-Executive Director should be appointed as a Senior Independent Director warranted, the SID should be available to the other Directors for confidential discussions Corporate Governance contd. Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report A.5.9 Interaction between Chairman and NonExecutive, Independent Directors The Corporate Governance A.5.10 Directors concerns to be recorded When N/A Chairman should meet the NonExecutive Independent Directors at least once a year matters are not unanimously resolved, Directors to ensure their concerns are recorded in Board minutes A.6 Supply of Information A.6.1 Provision of adequate information to Board Management to ensure the Board is provided with timely and appropriate information Corporate Governance A.6.2 Adequacy of notice and formal agenda to be discussed at Board meetings Board Corporate Governance minutes, agenda and papers should be circulated at least seven days before the Board meeting A.7 Appointment to the Board A.7 Appointments to the Board Formal and transparent procedure for Board appointments Corporate Governance A.7.1 Nomination Committee Nomination Corporate Governance A.7.2 Annual assessment of Board composition Nomination Corporate Governance A.7.3 Disclosure of new Board appointments Profiles Corporate Governance/ Notice of Meeting committee of the ultimate Parent Company may function as such for the Company and make recommendations to the Board on new Board appointments committee of Board should annually assess the composition of Board of new Board appointments to be communicated to Shareholders A.8 Re-election A.8.1 Appointment of NonExecutive Directors Appointment of Non-Executive Directors should be for specified terms and re-election should not be automatic Corporate Governance / Annual Report of the Board of Directors A.8.2 Shareholders approval of appointment of all Directors The Corporate Governance / Annual Report of the Board of Directors/ Notice of Meeting The Corporate Governance appointment of all Directors should be subject to election by Shareholders at the first opportunity A.9 Appraisal of Board Performance A.9.1 68 Annual appraisal of Board performance ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Board should annually appraise how effectively it has discharged its key responsibilities Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report A.9.2 Self evaluation of Board and The Board should evaluate its performance and that of its committees Board Committee annually Corporate Governance/ Audit Committee Report A.9.3 Declaration of basis of performance evaluation Corporate Governance Annual Board of Directors profiles section A.11.1 The Board should set out the short, Short, medium and long medium and long-term financial term, financial and nonand non-financial objectives at the financial objectives to be set commencement of each year Corporate Governance A.11.2 Evaluation of CEO performance The Corporate Governance The Board should disclose how performance evaluations have been carried out A.10 Disclosure of Information in respect of Directors A.10.1 Profiles of the Board of Directors Report should disclose the biographical details of Directors A.11 Appraisal of Chief Executive Officer performance of the CEO should be evaluated by the Board at the end of the year B. Directors Remuneration B.1 Remuneration Procedure 69 B.1.1 Appointment of Remuneration Committee Remuneration Corporate Governance B.1.2 Composition of Remuneration Committee Remuneration Corporate Governance B.1.3 Disclosure of members of Remuneration Committee The Corporate Governance B.1.4 Remuneration of NonExecutive Directors Board Corporate Governance B.1.5 Access to professional advice Remuneration Corporate Governance ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Committee of Parent may function as such for the Company to make recommendations on Director's remuneration Committee should consist exclusively of Non-Executive Directors Annual Report should disclose the Chairman and Directors who serve on the Remuneration Committee to determine the level of remuneration of Non-Executive Directors Committee should have access to professional advice in order to determine appropriate remuneration for Executive Directors Corporate Governance contd. Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report should be structured to attract, retain and motivate Executive Directors Packages should be comparable and relative to that of other companies as well as the relative performance of the company When determining annual increases remuneration committee should be sensitive to that of other Group companies Performance related elements of remuneration should be aligned with interests of Company Corporate Governance B.2 Level and Make up of Remuneration B.2.1 to B.2.4 Performance related elements in pay structure and alignment to industry practices Packages B.2.5 Share options Executive Corporate Governance B.2.9 Remuneration packages for Non-Executive Directors Should Corporate Governance The Financial Statements share options should not be offered at a discount reflect time, commitment and responsibilities of role and in line with existing market practice B.3 Disclosure of Remuneration B.3.1 Disclosure of details of remuneration Annual Report should disclose the remuneration paid to Directors C. Relations with Shareholders C.1 Constructive Use and Conduct of Annual General Meeting C.1.1 Proxy votes to be counted The company should count and indicate the level of proxies lodged for and against in respect of each resolution Corporate Governance C.1.2 Separate resolutions Separate Corporate Governance/ Notice of Meeting C.1.3 Availability of Committee Chairman at AGM The Corporate Governance C.1.4 Notice of AGM 15 Notice of Meeting C.1.5 Procedure for voting at meetings Company Notice of Meeting resolutions should be proposed for substantially separate issues Chairman of Board Committee should be available to answer any queries at AGM working days notice to be given to shareholders to circulate the procedure for voting with Notice of Meeting C.2 Communication with Shareholders 70 C.2.1 Chanel of Communication Channel Corporate Governance C.2.2 – C.2.7 Policy and Methodology of Communication Policy Corporate Governance ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 to reach all shareholders to disseminate timely information and Methodology of communication with shareholders and implementation Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report C.3 Major and Material Transactions C.3.1 Disclosure of Major Transactions Disclosure for all material facts involving all material transactions including related party transactions Notes to the Financial Statements Corporate Governance/ Risk Management/ Financial Statements D. Accountability and Audit D.1 Financial Reporting 71 D.1.1 Presentation of Public Reports Should be balanced, understandable and comply with statutory and regulatory requirements D.1.2 Directors' Report The Directors' Report should be included in the Annual Report and confirm that : The Company has not contravened laws or regulations in conducting its activities Material interests in contracts have been declared by Directors The Company has endeavoured to ensure equitable treatment of shareholders That there is reasonable assurance of the effectiveness of the existing business systems following a review of the internal controls covering financial, operational and compliance That the business is a “going concern” Annual Report of the Board of Directors Audit Committee Report Annual Report of the Board of Directors Corporate Governance Audit Committee Report/ Risk Management Annual Report of the Board of Directors D.1.3 Respective responsibilities of Directors and Auditors The Respective responsibilities of the Directors and Auditors D.1.4 Management Discussion and Analysis Annual Management Discussion D.1.5 Going Concern Directors Annual Report of the Board of Directors D.1.6 Serious Loss of Capital Directors N/A D.1.7 Related Party Transactions Disclosure ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Annual Report should contain separate statements setting out the responsibilities of the Directors for the preparation and presentation of the Financial Statements and the reporting responsibilities of the Auditors report to include section on Management Discussion and Analysis to substantiate and report that the business is a going concern or qualify accordingly to summon an Extraordinary General Meeting in the event that the net assets of the Company falls below 50% of the value of Shareholders Funds of Related Party Transactions Notes to the Financial Statements Corporate Governance contd. Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report D.2 Internal Control D.2.1 Effectiveness of system of internal controls Directors to annually conduct a review of the effectiveness of the system of internal controls. This responsibility may be delegated to the Audit Committee Audit Committee Report/ Risk Management D.2.2 Internal Audit Function The Corporate Governance D.2.3D.2.4 Continuity of Internal control Maintaining a sound system of internal Corporate Governance comprise a minimum of two independent, Non-Executive Directors Audit Committee Chairman should be appointed by the Board Audit Committee Report internal audit function in Group companies is not outsourced to the external auditor of that company in a further attempt to ensure external auditor independence control D.3 Audit Committee D.3.1 D.3.2 Chairman and Composition of Audit Committee Duties of Audit Committee Should Should include Review of scope and results of audit and its effectiveness Independence and objectivity of the Auditors Corporate Governance D.3.3 Terms of Reference / Charter The Corporate Governance D.3.4 Disclosure The Corporate Governance/ Audit Committee Report Corporate Governance Audit Committee Corporate Governance Audit Committee should have a written Terms of Reference which define the purpose of the Committee and its duties and responsibilities Annual Report should disclose the names of Directors serving on the Audit Committee The Audit Committee should determine the independence of the Auditors and disclose the basis of such determination The Annual Report should contain a report by the Audit Committee setting out the manner of the compliance of the Company during the period to which the Report relates D.4 Code of Business Conduct and Ethics D.4.1 72 Adoption of Code of Business Conduct and Ethics ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 The Company must adopt a Code of Business Conduct and Ethics for Directors and members of the senior management team and promptly disclose any violation of the Code Code Ref. Subject Applicable Requirement Status Compliance Applicable Section in the Annual Report D.4.2 Chairman’s affirmation The Chairman’s Statement/ Director's Report The Corporate Governance Annual Report must include an affirmation by the Chairman that he is not aware of any violation of the provision of the Code of Conduct D.5 Corporate Governance Disclosures D.5.1 Corporate Governance Report Annual Report should include a report setting out the manner and extent to which the Company has adopted the principals and provisions of the Code of Best Practice on Corporate Governance E. Institutional Investors E.1 Structured Dialogue E.1.1 Structured Dialogue with Shareholders A regular and structured dialogue should be conducted with shareholders and the outcome of such dialogue should be communicated to the Board by the Chairman Corporate Governance E.2 Evaluation of Governance Disclosure by Institutional Investors Institutional Corporate Governance investors should be encouraged to consider the relevant factors drawn to their attention with regard to Board structure and composition F. Other Investors F.1 Individual Investors Individual shareholders should be encouraged to carry out adequate analysis and seek professional advice when making their investment/ divestment decisions Corporate Governance F.2 Shareholder Voting Individual Corporate Governance/ Form of Proxy Disclosure Annual ReportSustainability Report shareholders should be encouraged to participate in General Meetings of companies and exercise their voting rights. G. Sustainability Reporting G.1-G.1.7 73 Sustainability Reporting ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 on adherence to sustainability principles sustainability report Sustainability report Reporting Principles and Guidelines: Global Reporting Initiatives (GRI) This sustainability report has been compiled in accordance with Global Reporting Initiatives (GRI) for sustainable reporting. By adhering to these globally accepted parameters, Asian Hotels and Properties PLC (AHPPLC), aims to conform to the disclosure requirements for economic, social and environmental criteria that are impacted by the company’s commercial operations. Report Boundary and Scope This report has been compiled in conformity with GRI G3.1 level B compliance criteria. The report covers the company’s activities for the period beginning from 01st April 2013 to 31st March 2014 and includes aspects covered at Cinnamon Grand Colombo, AHPPLC’s flagship brand. In captioning the information, every effort has been made towards achieving completeness of the report as much as possible in accordance with the GRI guidelines. Materiality Materiality is an important aspect of the GRI reporting guidelines. Accordingly, this report attempts to quantify the material impact of the company’s activities on social, environmental and economic aspects and qualify its influence on various organisational stakeholders. Listed below, in order of priority, are the key GRI indicators that are relevant for the company. Relevance to stakeholders and the environment High Materiality Medium Materiality 76 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 LA1, LA2, LA7, LA8 LA10, EN8, SO1, HR6, LA12, LA13, EN23, EC8 Relevance to the Company EN3, EN4, EN5, EN11, EN12, EN16, EN22, EN28, PR3, PR6, PR9, SO2, EC1, EC3, EC6 Operating Structure of The Organisation General Manager Director Rooms Division Manager Marketing Communications & Sustainability Executive Housekeeper Chief Engineer Front Office Manager Deputy Executive Housekeeper 77 Director Human Resources ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Human Resources Manager Director Security Director Sales Executive Chef Assistant Director Sales Director Finance Manager Restaurant & Bars Chief Accountant Manager F&B (Banquets) Purchasing Manager Sustainability report contd. Awards and Accolades AHPPLC Annual Report Award The AHPPLC Annual Report won Silver at the Annual Report Awards 2013 organised by the Institute of Chartered Accountants of Sri Lanka (CA Sri Lanka) for Diversified Holdings with up to Five Subsidiaries. Cinnamon lakeside Colombo 2013/14 Awards Awarded 'A+' Grade at the Hotel Hygiene Classification Audit 2013 conducted by the Colombo Municipal Council. Received 5 Crowns out of 5 at the Indexpo Crowns for Food Hygiene Awards Ceremony 2013. Winner (Classic Category) - Colombo Region Marie Brizard Cocktail Competition 2013. Winner and Runner up (Flair Category) − Colombo Region Marie Brizard Cocktail Competition 2013. Winner (Classic Category) – Midori Cocktail Competition 2013. Merit award at the EU Switch-Asia Greening Sri Lankan Hotels Awards 2013. Certificate of Excellence 2013 by TripAdvisor LLC. Bronze Award – Hotel Companies Category at the Annual Report Awards 2013 conducted by CA Sri Lanka. Awarded A+ Grade Kitchen at the City Food Safety High Achievers Awards Ceremony organised by the Colombo Municipal Council. 78 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Cinnamon Grand Colombo 2013/14 Awards Sri Lanka National Energy Efficiency Award Cinnamon Grand Colombo once again was awarded a Merit Award at this year’s National Energy Efficiency Awards 2013. This is the second year in succession for the hotel to be awarded this prestigious award. Notably, Cinnamon Grand was the only city hotel to receive such an award in the large-scale hotel sector category. The awards, organised by the Sri Lanka National Energy Efficiency Awards (SLNEEA) recognise commitment towards energy efficiency and management. Merit Award at The EU-SWITCH – Asia Greening Hotels Award On the 14th of October 2013, the Cinnamon Grand was conferred the Merit Award at the EU Switch Asia Greening Hotel Awards 2013. This is a significant achievement in light that Cinnamon Grand is a city hotel operating in the middle of a concrete jungle as well as being one of only three city hotels to be bestowed with this award. We are proud to say that this is the second consecutive year that we have received this award. John Keells Chairman’s Award for Sustainability The Annual Award for Sustainability presented at the JK Chairman’s Awards for 2012/13 on 8th November 2013 was awarded to Cinnamon Grand in recognition of the hotel’s outstanding efforts in the sphere of sustainability. Certification and appointment of Chief Engineer of Cinnamon Grand Panduka Wijeyawardena as ‘Energy Manager’ for Cinnamon Grand property by the Sri Lanka Sustainable Energy Authority. Recertifications Green Globe Recertification Green Globe Certification (by Green Globe Certification, Los Angeles) Cinnamon Grand has been conferred with the Green Globe re-certification following a two day audit by Green Globe auditors. The hotel was audited and measured on relevant compliance indicators for the Green Globe Certification with key indicators on energy usage, water and waste management, employee training to implementation of customer satisfaction measures, community support and awareness initiatives. Green Globe Certification is the worldwide sustainability system based on internationally-accepted criteria for sustainable operation and management of travel and tourism businesses. Operating under a worldwide licence, Green Globe is based in California, USA and is represented in 83 countries. The Green Globe brand represents the best in sustainable practice within the travel and tourism sector and provides certification, training and marketing services. ISO Recertification for OHSAS 18001, ISO 14001 and ISO 22000 (Swiss accreditation by SGS Lanka (Pvt) Ltd) – the Cinnamon Grand is the first 5 -star city hotel in Sri Lanka to receive and maintain uninterrupted ISO certification for the past 8 years. Carbon Neutral Recertification for Nuga Gama Recertification of Nuga Gama Carbon Neutral Certificate by Carbon Consulting Company. Nuga Gama is the first venue in Asia to receive an accolade of this nature. The certification was handed over by world renowned physicist and climatologist as well as Vice Chairman of the Intergovernmental Panel on Climate Change and 2007 Nobel Laureate Professor Mohan Munasinghe. Absolut Bartender Cocktail Challenge F&B Team Supervisor A.M.D. Sampath was placed second runner up at Absolut Bartender Cocktail Challenge 2013classic category. Rockland and Midori Bartender Challenge Dinithi Siriwardena from F&B was the first runner up at the Rockland and Midori Bartender Challenge 2013, Cocktail Competition. City TripAdvisor Certificate of Excellence Certificate of Excellence 2013 by TripAdvisor LLC. Audits Central Environmental audit for National Green Awards 2013. Sustainable Energy Authority audit for Sri Lanka National Energy Efficiency Awards 2012. Assessment done by Carbon Consultant Company for Nuga Gama Carbon Neutral Certification. ISO Surveillance Audit for the year 2013 held in August 2013. Awarded 'A+' Grade at the Hotel Hygiene Classification Audit 2013 conducted by the Colombo Municipal Council. Culinary Awards 15th Culinary Art Competition Received 5 Crowns out of 5 at the Indexpo Crowns for Food Hygiene Awards Ceremony 2013. Cinnamon Grand’s Chefs’ team brought home 13 Gold, 12 Silver and 18 Bronze medals and won the titles as the ‘Best City Hotel’ and was place second runner up ‘Best Hotel Team’ at the 15th Culinary Art Competition 2013, organised by Chefs’ Guild Colombo. 79 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Food Safety High Achievers Awards Awarded A+ Grade Kitchen at the City Food Safety High Achievers Awards Ceremony organised by the Colombo Municipal Council. Sports Awards Mercantile Basketball Championship Cinnamon Grand’s associate Lakshan Samarasinghe part of the Sales and Marketing Team brought the hotel pride by captaining the John Keells Group Basketball team at the Mercantile Basketball Championship 2013 and leading the team to victory. He was also recognised as the ‘Best Player of the Twournament’. John Keells Inter Company Rugby 7s Runner up at the John Keells Inter Company Rugby 7s 2013. John Keells Inter Company Swimming Championship Third place at the John Keells Inter Company Swimming Championship 2013. Travel Trade Soccer 7s Semi-finalist at the Travel Trade Soccer 7s 2013. JKH Inter Company Soccer 7s Runners up at the JKH Inter Company Soccer 7s 2013. Mercantile Athletic Championship Two Gold medals and one Silver medal at the Mercantile Athletic Championship 2013. Sri Lanka Rugby Squad Mekalanka Promoda of Cinnamon Grand was chosen to the Sri Lanka Rugby Squad in September 2013. Membership in Industry Associations Sri Lanka Conventions Bureau Chaine des Rotisseur: Echo, the Italian restaurant and The London Grill, the hotels Fine Dining restaurant are certified members. Tourist Hotel Association of Sri Lanka. Ceylon Chamber of Commerce. Pacific Asia Travel Association (PATA). Indo-Lanka Chamber of Commerce. AMCHAM. SKAL International (International Association of Travel and Tourism Professionals). Sri Lanka-British Business Council. Sri Lanka-Japan Business Council. Sri Lanka-New Zealand Business Council. Sri Lanka-Malaysia Business Council. Field Ornithology Group of Sri Lanka. La Sustainability report contd. Accolades John Keells Chairman’s Award for Sustainability – General Manager Rohan Karr, Manager Marketing Communications and Sustainability Tharika Goonathilake and Chief Engineer Panduka Wijewardena • Cinnamon Grand Director Finance Shanaka Silva receiving the Silver at the Annual Report Awards 2013 for the AHPPLC Annual Report organised by the Institute of Charted Accountants of Sri Lanka for Diversified Holdings with up to Five Subsidiaries. • Cinnamon Grand Engineering Team at the Energy Efficiency Awards 2013 winning the merit award • Merit award at the EU Switch Asia Greening Hotel Award – Compliance, Health and Safety Manager Rajitha Amarasinghe, Chief Engineer Panduka Wijewardena and Assistant Chief Engineer Sudarman Perera 80 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Accolades (f&b) Team that brought home the title of ‘Best City Hotel Team’ and second runner up 'Best Hotel Team' at 15th Culinary Art Competition 2013, organised by Chefs Guild of Colombo • Dinithi Siriwardena from F&B was the first runner up at Rockland and Midori Bartender Challenge 2013 Cocktail Competition • Chef Sujith Ariyarathne with his Gold medal for ‘Live Cooking Five Course Meal’ at the Culinary Art Competition 2013 • F&B Team Supervisor A.M.D. Sampath with his second runner up award at 2013 Absolut Bartender Cocktail Challenge in the classic category 81 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sustainability report contd. Precautionary Principle AHPPLC is influenced by the precautionary principle in its endeavour to preserve the environment and contain the impact of its operations on the local communities. The precautionary principle is highlighted by the continuous success of our initiatives in improving our environment, reducing our energy consumption and Carbon Footprint and embedding our social responsibility in all employees. Through our risk management processes and internal control systems, we have adhered to the precautionary principle. We have incorporated the triple bottom line principles in our practices and performance. We have also obtained ISO 14001, ISO 22000, OHSAS 18001, and Green Globe, Earthcheck benchmarking and Carbon Neutral certifications. From a corporate governance perspective, we ensure that we meet the regulatory requirements and are compliant with external rules and codes that include the listing rules of the Colombo Stock Exchange and all provisions of the Code of Governance of the Institute of Chartered Accountants of Sri Lanka. Data Measurement Techniques In all areas of operation, data measurement and data collation is a daily process; and the point of data entry is in the form of logbooks and log sheets while recordings are carried out on a daily basis. Data is collated on a monthly basis for reporting purposes, which are analysed monthly, after which a quarterly report is prepared. 82 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Strategy and Focus Our sustainability ethos demands that we act as value creators to the community by facilitating enduring social change across a wide stratum of society. In pursuance of these goals, we have witnessed our sustainability philosophy evolving into a meticulous code of ethics that now pervades into all spheres of our business on a day-to-day-basis. Core Competencies Superior Brand Value JKH Group Synergies Dynamic, Innovative Culture Market Leadership Employer of Choice in the Industry Vision We will always be the Hospitality Trendsetter Primary Business Focus To be the best Sustainable Five Star City Hotel by 2015 Sustainability Pledge I will be Green Commitment to Excellence I will be careful in the way I use energy I will be careful in the way I use water I will reduce food waste I will not to pollute I CAN MAKE A DIFFERENCE I will reduce, reuse, recycle Sustainability Stewardship Led by the General Manager, Cinnamon Grand Colombo follows a top-down approach to sustainability stewardship, where a fully integrated sustainability policy promotes a positive attitude and a dynamic approach strengthened by a traditional organisational value culture. Aligned with the overall vision of the JK Leisure Sector, the Cinnamon Grand is guided by the vision 'To be the Best Sustainable Five Star City Hotel by 2015'. Moreover, a dedicated sustainability team drives all sustainability initiatives at Cinnamon Grand supported by a special Green Team, comprising of members from cross functional disciplines. The Green Team maps areas pertinent to all aspects of the business. Cinnamon Grand Vision To be ranked as the Best Five Star Sustainable City Hotel in Sri Lanka by 2015 Target To Reduce the Carbon Footprint of the Hotel by 5% by March 2014 Head of Sustainability Green Team Electricity Conservation Team To promote a 5% year-on-year reduction in the hotel’s electricity consumption 83 Water Management Team To promote 10% year-on-year reduction in the hotels water consumption ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Recycling Team Food Waste Reduction To increase the amount of recycling items and weightage by 20% (products used by the hotel) and reduce landfill To generate a 20% reduction in food waste at the hotel Communication & Awareness Team Special Community Projects Team To create awareness and a green mindset amongst associates and assist in reduction targets Identify and implement community projects that have a positive impact on social, environmental and economic aspects as per stakeholder feedback Sustainability report contd. Identifying Risks and Opportunities In achieving sustainability goals the company strives to understand the risks and opportunities that arise from each Triple Bottom Line (TBL) indicator. The detailed blueprint outlined below aims to pre-empt potential impacts and thereby help trigger policy level activations that support sustainability initiatives to fuel meaningful change for the future. Key Impacts, Risks and Opportunities Triple Challenges Bottom Line (Potential Impact) Risks/ Opportunities Social Risk: Under Training and development for developed human enhancement of skills capital Opportunity: Promote social Empower human inclusiveness through the hotel’s capital through skills product and service development offering as well Risk: Social as sustainability alienation initiatives Opportunity: Greater social engagement Provide increased to promote wealth financial access for creation rural communities Youth Risk : Change in weather patterns that pose a threat to livelihoods Risk: Depletion of biodiversity and loss of eco systems that are a danger to national and global welfare Opportunity: The growing need for green hotels Opportunity: Reduced carbon footprint to become a ‘green hospitality institution’ Opportunity: Promote green practices to lower long-term energy and overhead costs Implementation Social Development Environmental Global Warming Biodiversity and Eco Systems Environmental Degradation 84 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Engagement Approach Seek alternative energy sources and minimise usage Protection of biodiversity in partnership with the Field Ornithology Group of Sri Lanka Construction of ‘green buildings’ to minimise impact of the operations to the environment Green procurement policy Process Undertaken empowerment and women's empowerment Industrial training for chefs through tourism hospitality management Donation to social groups Community development projects Develop creativity and skills workshops for children of the Green Policy of audits to minimise the waste at the hotel Adoption of the 3R concept (Reduce, Reuse and Recycle) Promote green buildings. Eg: Nuga Gama Education and awareness for suppliers to encourage them to adopt green practices Collaboration with the Field Ornithology Group of Sri Lanka to protect biodiversity Conduct awareness and education programmes for hotel associates through seminars, posters, social media, environmental videos and hotel green corridor Improve customer awareness through print and social media Promote green practices among children through cultural tours and cultural educational workshops at Nuga Gama Investigating alternative energy sources at the preliminary testing stage Initiatives to promote energy and water conservation together with effective waste management practices Implementation Triple Challenges Bottom Line (Potential Impact) Economic Community Empowerment National Wealth Creation Inculcating Behavioural Changes and Instilling Values 85 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Risks/ Opportunities Engagement Approach Risk: City-centric employment Opportunity: Integration of rural economy through local employment Risk: Inward looking business model Opportunity: Customer-centric approach Opportunity: Act as a catalyst in changing values and behaviours Opportunity: Capacity building for micro and SME suppliers in line with a forward-looking strategy A Process Undertaken comprehensive Island-wide recruitment drive Ensuring all products and services are employment policy aligned to the tourism industry priorities to ensure adequate skills development for SME focused product development workshops in line with National Cleaner the preservation and Production Center guidelines development of the hospitality/tourism industry Business strategy that has the bandwidth to evolve with national tourism development Specific customer development programmes aimed at nurturing relationships Product development Programmes aimed at instilling values vital for sustainable production of goods and services Sustainability report contd. Stakeholder Mapping and Engagement Process The aim of engineering a sustainable business platform has led to the understanding that this cannot be achieved in isolation. The company believes a holistic approach is the key to ensuring its sustainability ethos, which is deposited across the value chain encircling all business partners and stakeholders. Through an extensive stakeholder mapping exercise the company has devised a suitable engagement curriculum to inculcate the company’s unique value proposition to all corporate stakeholder groups as outlined below. Stakeholder Engagement Identification of Issues Categorisation of Issues Customers Associates Community Suppliers Government Addressing of Material Issues (By the Sustainability Department and Green Team) Setting Goals and Objectives to Redress Identified Issues (By General Manager) Implementation and Monitoring (By the Head of Sustainability and Green Team Project Champions) 86 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Society Pressure Groups/Media Stakeholder Stakeholder Sub-Category Current Level of Engagement and Frequency Materiality of Stakeholder Issues Customers Adults Level of Engagement: Awareness campaigns through press releases, posters, social media, fundraising for the Field Ornithology Group and Cancer Hospital, donations for social groups, participation of international environmental/tourism events, end-user surveys, booker surveys. 1. Rate fixing 2. Ethical products 3. Carbon Footprint 4. Ethical marketing 5.Corporate community engagement 6. Health and safety Frequency of Engagement: feedback Guest Comment Cards on a daily basis in rooms and restaurants Feedback and reviews on TripAdvisor Duty Manager's Log Restaurant log books Bi-annual personal meetings Weekly awareness through press releases, posters, social media Annually: Fundraising for Cancer Hospital, participation in international environmental events Annual Secretaries’ Party Media nights Daily sales visits Entertainment of clients and patrons Face-to-face Children Level of Engagement: Awareness and education through print media and cultural education through site visits, children’s workshops according to the environmental calendar, road shows and trade fairs for kids. Frequency of Engagement: cultural and educational visits to Nuga Gama Children’s workshops according to an environmental calendar Annual road shows and trade fairs for kids Kiddies events feedback form Weekly newsletter Monthly 87 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sustainability report contd. Stakeholder Stakeholder Sub-Category Current Level of Engagement and Frequency Materiality of Stakeholder Issues Associates Managers, Executives and Non-Executives Level of Engagement: Participation in the green corridor campaigns, green forum, direct reporting, open door policy, annual events, training and development activities, sustainability awareness seminars, celebrations of international environmental calendar dates, employee satisfaction surveys, intranet communication, competitions and quarterly associate meeting. 7.Accommodation 8. Basic salary 9. Employee awareness and training 10.Employee rewards and remuneration 11. Occupational health and safety 12. Emissions, effluences and waste 13.Mutually beneficial relationship with supplier 14. Gender related society discriminations Frequency of Engagement: meetings, updates on sustainability notice board, green corridor and internet Monthly poster campaigns, initiative awareness and educational sessions Monthly management meetings Staff quarterly meetings Mid-year review Annual performance review Annual gatherings, parties and sports events Green idea box Custom made training programmes and development activities according to sustainability guidelines. Voice of Employee survey Great Place To Work survey-GPTW ‘Tell GM’ box where associates can directly communicate with the General Manager on issues they face while working Weekly Business Partners Hotel School, Inbound/ Destination travels agents Level of Engagement: Questionnaires and surveys, one-on-one meetings, e-mail correspondence, circulars, membership in industry associations. Frequency of Engagement: contract renegotiations on-going through conference calls, e-mails and circulars Business travel Trade shows Experiential tours Daily sales visits Annual 88 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 15. Health and safety 16. Product diversity 17. Adhering to international standards 18. Best practices 19. Community engagement and Carbon Footprint 20. Confidentiality Stakeholder Stakeholder Sub-Category Current Level of Engagement and Frequency Materiality of Stakeholder Issues Community Local Communities (schools, monasteries, pre-schools, hospitality related educational institutions, home for elders and conservation groups) Level of Engagement: Awareness through posters, paintings, environmental videos and education programmes, donations and community development projects. 21.Infrastructure development 22.Creating awareness for youth Frequency of Engagement: Engagement with the community is done prior to initiating projects in the respective areas of focus: Monthly awareness and education sessions for schools Bi-annual discussions for community development projects Special on-going school projects with monthly meetings Annual supplier sustainability awareness sessions Awareness campaigns in key areas where suppliers congregate Annual donations to the Field Ornithology Group Sponsorships of educational and social events Arts and cultural activities Familiarisation visits, training programmes and specific hospitality career related training Suppliers Level of Engagement: One-on-one meetings, group meetings, awareness sessions and collateral, environmental videos and education programmes, donations and community development projects, ethical purchasing policy, flexibility of credit period, review of pricing, child labour remediation policy, membership in industry associations. Frequency of Engagement: Promoting responsible tourism/products through community related awareness activities that we organise and in which we participate Monthly review meetings Awareness session on quality Monthly price review meeting Annually through contract renegotiations 89 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 23.Environmentally friendly packaging 24.Resources scarcity 25.Awareness on environmental issues 26.Ethical production 27. Child labour remediation policy Sustainability report contd. Stakeholder Stakeholder Sub-Category Current Level of Engagement and Frequency Materiality of Stakeholder Issues Government Sri Lanka Tourist Board, Sri Lanka Institute of Tourism and Hotel Management, Central Environmental Authority, National Cleaner Production Centre, Ceylon Electricity Board, National Water Supply and Drainage Board, National Ozone Unit, National Institute for Occupational Safety and Health, National Cancer Hospital, National Cancer Control Programme, Colombo Municipal Council, Labour Department and Sustainable Energy Authority Level of Engagement: Meetings, discussions, phone calls, presentations and briefings, advisory meetings, membership on the Sri Lanka Tourist Board, membership in the Sri Lanka Hotel school training programme, awareness workshops on tourism/sustainability related issues are on-going processes with tourism related government agencies. 28.Compliances/regulatory restrictions Society Pressure Groups/ Media 90 NGO, Media, Opinion Leaders, Conservation Organisations, Trade Associations, Tourism Associations, National Cancer Control Programme ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Frequency of Engagement: with these government bodies is an on-going process through monthly newsletters, e-mails, circulars, quarterly briefings, websites, etc Senior Management is on the advisory board of the Sri Lanka Institute of Tourism and Hotel Management and visiting lecturers on a quarterly basis Engagement Level of Engagement: Websites, press releases, media briefings, correspondence, discussions, participation at NGO forums Frequency of Engagement: Engagement with these stakeholders is carried out on an on-going basis through correspondence, websites, media briefings and press releases (at least monthly) 29.Ethical business practices Stakeholder Initiatives for the year Stakeholder Group: Children Children’s Holiday Workshops The Cinnamon Grand’s Nuga Gama was the venue for the first session of the Kids Holiday Workshop held in August 2013. Designed for children aged between 6 to 9 years, the full day session included a host of fun, games, cookery, creativity and learning. The workshop presented children with an opportunity to understand and appreciate traditional village life in a safe and enjoyable manner. Encouraging the youngsters to put away their high-tech gadgetry for the day, the programme also included a reality challenge game that simulated a series of real life challenges, which could be overcome only with the right attitude and team spirit. The 44 children who attended the first workshop spent a pleasant day of enjoyment, entertainment and education learning about the many varieties of indigenous flora found in rural Sri Lanka. Moreover, a cookery demonstration was conducted by Nuga Gama’s Chef Sujith, who showed the children how to make their own lotus shaped sweet roti as well as a rambutan milkshake. A drama workshop was also conducted by leading theatre director Vinodh Senadheera to encourage these youngsters to appreciate theatre and the arts, while a range of fun games and making of aesthetic crafts using recyclable items were also part of the day's activities. The session concluded with food and drink, and a calming yoga session. 91 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Forming a part of the hotel’s Marketing Communications and Sustainability initiatives, the entertaining and enriching holiday workshop was aimed at inculcating in today’s children, an appreciation for nature, culture and heritage of traditional Sri Lankan village life. Following the success of the first session, a second programme was held towards end August 2013; this time for 44 children aged between 10 and 12 years. Following a similar theme as the first workshop, this programme also included a session on ‘Music, Song, Rhythm and Movement’ conducted by Soundarie David and the acclaimed Soul Sounds Academy. Meanwhile, the participants were also provided an insight into the close links between Sri Lanka’s wildlife and village life. Offering a different career perspective, the programme also had a session on 'How to be a radio DJ' by Jimmy Deen. Santa’s Workshop During the Christmas season, the Cinnamon Grand conducted its fifth consecutive Santa’s workshop where 220 lucky children were able to discover the magic inside Santa’s Workshop and be a part of the magic and mystery of Santa’s home and all the work that goes on the night before Christmas. Starting off their adventure in the elves’ costumes closet, the children made themselves at home thereafter with Santa’s family while engaging in handcrafts and cookery with the big man in the red suit, his wife Mrs. Clause and the elves from Santa’s toyshop, mailroom and kitchen. Sustainability report contd. Kids Workshop at Nuga Gama Kids and the Grand team posing at the end of a successful Kids Holiday Workshop at Nuga Gama • Showing off his recycled windmill made out of toilet paper rolls • Nuga Gama Manager and Village Headsman Gamini Silva all smiles with kids at cookery demonstration for kids • Introducing toys used in villages to city kids – a ‘kurumbatti’ machine 92 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Santa's workshop – a green Christmas Cinnamon Grand team recreates Christmas Magic of Santa’s Home in the North Pole for the fifth consecutive year • Kids learning the importance of recycling through craft • At Santa’s Costume Closet • All smiles with a Santa’s helper 93 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sustainability report contd. Stakeholder Group: Stakeholder Group: Suppliers Associates Food Safety and Hygiene The Sustainability Division and Compliance, Health and Safety Division of Cinnamon Grand organised a seminar on the importance of food safety and hygiene, while also stressing on other critical areas that support the hotel's commitment to being a sustainable corporate entity. Among the key aspects addressed were the delivery standards, water conservation and the role of suppliers in producing sustainable goods and services for all stakeholders. Attended by over 50 stakeholders associated with the business, the session focused on improving capabilities of the stores, and the purchasing and receiving department. The participants, mainly suppliers were encouraged to work parallel to the hotel’s sustainability goals to embrace a more environmentally conscious operational model for their business. The programme was also aligned to the theme for World Tourism Day 2013, being ‘Tourism and Water’. While highlighting the importance of understanding the water footprint of a business, speakers also focused on creating awareness on the critical role played by suppliers in ensuring overall hygiene and safety standards of the Cinnamon Grand’s products and services. Water Conservation Awareness was created on water conservation for suppliers by displaying posters at the loading bay. 94 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Developing Sustainable Individuals Cinnamon Grand’s Sustainability Department launched an initiative to educate and create awareness amongst the hotel’s associates regarding areas critical towards maintaining the sustainability of the hotel. Entitled ‘Sustainability Short Takes’, a series of policies and procedures were formulated to ensure all associates strive to promote sustainability as much as possible. A simple, accessible and easy to understand mechanism, these 'Short Takes' cover topics relating to the hotel’s projects and initiatives, while outlining general sustainability information and personal steps that can be taken to be a more ‘green’ person. Each department was, presented with a ‘sustainability short take folder, which highlights the hotel’s weekly short take focus. Further, a weekly A/V was introduced at the Grand Café every Monday, which corresponds to and complements that week’s sustainability short take. Organic Vegetable Offering Cinnamon Grand made available to their associates the first harvest of the Cinnamon Grand's Organic Garden at D.S Senanayake College through a sale at the Grand Café. This offered associates the opportunity to purchase fresh vegetables that were 100 per cent organic. Commemorating Health and Safety Week at Cinnamon Grand Colombo Under the ageism of the Cinnamon Grand’s Department of Health, Safety and Compliance in collaboration with the Ministry of Labour and Labour Relations, a programme was conducted to create awareness on safety at the work place. The awareness campaign coincided with the Health and Safety Week, declared by the Ministry of Labour and Labour Relations from the 3rd to the 12th of October 2013. Parallel to this initiative, a poster campaign was also launched during the month, following a series of special 'Short Takes' on health and safety conducted for all departmental staff at the hotel. Improved Facilities Endeavouring to improve hygienic conditions for its associates, a new sink was fixed in the hotel’s garbage room so as to enable cleaners and workers to wash hands properly. Awareness on Carbon Neutral Certification An educational session on Carbon Neutral Certification was held for the associates of Cinnamon Grand by the Sri Lankan arm of the Carbon Consultancy Company, so as to be fully knowledgeable on the facts pertaining to this certification. Further Initiatives A Delicious Waste Chefs Competition and Energy Saving Seminar and a Waste Management Seminar described in detail later in the report were also conducted. Developing Proactive Sustainability Tools for Effective Governance Focus on Enriching the Green Team A learning forum was launched during the year to instil in our members the importance of sustainability initiatives as well as future strategies that will require the support of the Green Team members in different departments. Riding on the success of the inaugural Monthly Learning Forum in creating awareness on sustainability related issues among members of the Green Team, it has been decided to hold these informative and knowledge sharing sessions fortnightly. The first of these programmes enlightened members on the methods of reducing water and electricity consumption. A team of representatives of the Engineering Department presented to the selected audience, general energy facts in order to differentiate units (Cubic Meter, KWh) consumed in electricity and water in a household in contrast to its usage at the hotel. The agenda also covered techniques of optimising the KW usage of 8 household items, i.e. refrigerator, TV, heater, ceiling fan, rice cooker, microwave, 100W bulb and PC. The programme also emphasised the importance of water purification and its impact on the hotel and the wider environment. Gifting the Book ‘Sustainable Development and Climate Change Made Easy’ to Green Team members 25 copies of the book titled 'Sustainable Development and Climate Change Made Easy' co-authored by Sria Munasinghe, Vice President of MIND (Munasighe Institute for Development) and wife of Professor Mohan Munasinghe (2007 Nobel Laureate, world-renowned physicist and climatologist and Vice Chairman of the Intergovernmental Panel on Climate Change) were gifted to the Cinnamon Grand Green Team by General Manager Rohan Karr. Special Green Team Members were Presented with ‘Green Champions’ Badge at the Associates Quarterly Meeting Cinnamon Grand’s associates who went beyond their call of duty were recognise at the Associates Quarterly Meeting. The highlight of the event was the presenting of the ‘Green Champions’ badge to members of the hotel’s Green Team who proactively championed 95 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 projects which made a tangible difference to the company, the society and the world we live in. Rajitha Amarasinghe, Rushani Jayakody, Sisira Katukurunda, Amaranath Chandrasiri, D.P. Kumarasiri, Liana Keragala, Gamini Silva, Deepika Satyapala, Mahinda Wijeratne and Anthony Lonappan were the recipients of this recognition. The event was also a platform where associates were briefed on the company's progress and future initiatives. Sustainability report contd. Creating a greener mindset Our attentive Chefs at the Energy Saving Awareness Seminar • Senior Public Relations Officer from National Water Supply and Drainage Board Sarathchandra Muthubanda addressing our staff • Director National Cleaner Production Centre Sena Peiris during a seminar • Director Renewable Energy Sustainable Energy Authority Sanath Kithsiri speaking at the Green Forum 96 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 First harvest Organic Garden Project Champion Sisira Katukurunda and Chef Sujith Ariyarathne receiving the first harvest of School Organic Garden Project from D.S. Senanayake College • Organic Garden Project members Chef Sujith Ariyarathne, Sisira Katukurunda and Amaranath Chandrasiri handing over the harvest to General Manager Rohan Karr • D.S. Senanyake College Teacher-in-Charge of Agriculture Tamara Dissanyake with our project members • Hotel associates purchasing organic harvest 97 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sustainability report contd. Creating a green mindset at cinnamon grand Green Team Member from Engineering Sudarman Perera sharing his knowledge on water and electricity conservation with Green Team Members at the Learning Forum • General Manager Rohan Karr handing over a book on ‘Sustainable Development and Climate Change Made Easy’ to Green Team members • Green Team on a food waste survey at the Grand Café • General Manager Rohan Karr handing over a Green Champions Badge to D.P. Kumarisiri of Engineering at the Associates Quarterly Meeting 98 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Stakeholder Group: Guests Offering Guilt-Free Dining At Nuga Gama, the village in the city, which pays tribute to Sri Lanka’s indigenous culinary heritage, guests can enjoy an authentic dining experience, knowing that their indulgence will have a minimum toll on the environment. Banners to Bags (B2b) Initiative Celebrates 4th Successive Year A year’s worth of promotional banners were recycled into durable, colourful and trendy bags, in different sizes, for different purposes as hotel’s B2b initiative continued for its fourth successive year. The immensely popular B2b products were offered at a sale held on the 05th of June at the hotel premises. The sale was among the activities held by the hotel to commemorate World Environment Day. Proceeds from these sales amounting to Rs. 22,530/- were directed to the Children’s Ward of the Maharagama Cancer Hospital. Awareness Campaign on Green Travel An awareness campaign was held for guests on green travel and reducing their water footprint. Sustainability Awareness The hotel’s Marketing Communications and Sustainability Department developed a flyer on sustainability and the hotel's sustainability initiatives to keep their guests informed and educated on the hotels vision for sustainability. These flyers were placed in all hotel rooms and distributed to guests visiting the hotel and to associated travel agents. 99 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Further to convey the importance of saving and recycling paper, Cinnamon Grand launched an ambient message communicated through the tissue dispenser at the wash room at Cinnamon Grand's Nuga Gama, Asia's first Carbon Neutral® venue. The images indicate the link between trees and the production of paper through a pictorial reduction of green in the island each time a tissue is pulled out. This aims to create awareness on the correlation between paper and trees while encouraging responsible use of paper. Earth Hour Tribute A unique and creative musical tribute was designed to celebrate Earth Hour 2014. The tribute highlighted the need to champion causes that strive to save the planet, and power individuals that are capable to influence that change. The video clip titled `Be an Earth Champion' was conceptualised by the hotel's Sustainability and Green Teams to create awareness, whilst pledging support to making Earth Hour go beyond an hour and a day. The musical video was inspired by the internationally acclaimed emotive hit, `Hall Of Fame' sung by The Scripts. Lyrics for the track were conceptualised by Manager Marketing Communications and Sustainability Tharika Goonathilake with the vocals by talented trio Shehan Wanigasekara (Sales and Marketing), Rushani Jayakody (Marketing Communications and Sustainability) and Shehan Mendis (Marketing Communications and Sustainability). The clip is available on the hotel's YouTube Channel http://goo.gl/2FHz6X. Stakeholder Group: Guests, Suppliers and Associates World Tourism Day at the Cinnamon Grand Celebrating World Tourism Day 2013, the hotel’s Marketing Communications and Sustainability Department rolled out a unique awareness campaign for its stakeholders, including guests, suppliers and associates. 'Tourism and Water’ being the theme for the year; the aim of this campaign was to create awareness on the importance of water conservation at all times. As part of the campaign, a striking message was displayed at water canisters, washing bays and public taps around the hotel regarding the importance of saving water. Sustainability report contd. Grand's Green Gestures Be an Earth Champion – a musical tribute in honour of Earth Day (http://goo.gl/pBgxiM) • Environmental wisdom cards that are for sale at Cinnamon Grand • A handicraft at Nuga Gama kadé (shop) • A happy customer at Banners to Bags (B2b) sale 2013 held for the fourth consecutive year 100 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Economic Management Approach Policy Level Commitments Focusing on the fundamental tenets of profit, people and environment, the ultimate objective is to make significant profits without compromising on people and environment. Therefore, we consciously make an effort to reduce our Carbon Footprint, which we believe will have a positive impact on our economic growth. Our growth strategy focuses on creating employment opportunities, providing competitive salaries and benefits, and ensuring the development of employees, which has an impact on our productivity and revenue. Our internal economic policies are aligned to the national growth agenda. A At all times keeping an ROI in mind, pricing decisions and financial/ economic strategies are formulated and based on in-depth analyses on the industry risk profile that would impact our business. 101 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Execution Strategy policy of employment from every Island-wide recruitment Products and services that meet point of the Hotel’s presence thus the tourism industry priorities, SME developing the skill base for the focused product development preservation and development of the workshops according to the National hospitality/tourism industry Cleaner Production Center guidelines Business strategy that has the bandwidth to evolve with national tourism development Specific customer development programmes around the year, aimed at building capacity and market linkages Product development − new and existing Programmes aimed at instilling values vital for sustainable production of goods and services Defined Contribution Plan Obligations All Cinnamon Grand employees are eligible for Employee’ Provident Fund (EPF) contribution, as per the terms of the Employees’ Provident Fund Act No. 15 of 1958 and its subsequent amendments in addition to the stipulations of the Employees’ Trust Fund (ETF) Act No. 46 of 1980 and its subsequent amendments. The Company contributes the relevant percentages of the eligible gross emoluments of employees to the respective EPF and ETF. Defined Benefit Plan Obligation (Payment of Gratuity) All employees are entitled to retirement gratuity, payable under the Payment of Gratuity Act No. 12 of 1983 and an employee with more than 5 years of service will receive half a month's salary for every year of service on retirement or termination of service. Sustainability report contd. Venue Recognition Cinnamon Grand Colombo takes pride in being chosen as the preferred partner in many international conferences and workshops during the year including the 06th South Asia Economic Summit, JCB India Annual Dealer Conference, Commonwealth Business Forum, World Bank Financing Agriculture Forum and Asian Paints Annual Dealer Conference. We are also instrumental in setting high standards for five-star hospitality with our superior quality principles, through our Cinnamon Hotels and Resorts branding standards and our customer profiling of the hotel. As a city hotel, we have the highest service charge in the city, which is equally distributed to all associates. Cinnamon Grand still prevails as the only city hotel to be in the Sri Lanka Tourism Hall of Fame since 2009. Cinnamon Grand has 14 unique restaurants, which is the largest number of F&B options under one roof in the country catering to varied palates. Our signature restaurants include Tao for fusion fare, Lagoon for seafood, Echo for Italian cuisine, Chutneys for South Indian and London Grill for Fine Dining. We have set a high standard in the industry with our innovative F&B features encouraging others in the industry to raise their bars. 102 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Our ethos of affordable indulgence for all ages caters to a wide range of customers without compromising on quality. While offering the highest number of buffet options, our most noteworthy outlet, Taprobane is famous for its international buffets and Sunday brunches, which are the best in the city. Nuga Gama, Sri Lanka’s only 'village in the city;, won a cultural award from the Tourist Board and is being used as a case study highlighting a growing indigenous brand. We are the only city hotel that holds an entire rural village within its premises. The typical local rural ambiance at Nuga Gama is used for case studies, thesis and research work by undergraduate students at different universities, Department of Archaeology and the Architect Association. cinnamon grand colombo, the preferred venue Cinnamon Grand was the host hotel for the high-profile Commonwealth Heads of Government Meeting (CHOGM) in November. The opening ceremony saw the presence of President Mahinda Rajapaksa and Commonwealth Business Council Chairman Dr. Mohan Kaul among other dignitaries and diplomats. • Cinnamon Grand General Manager Rohan Karr welcoming South Korean Prime Minister Jung Hong-Won to the hotel on his first official visit to Sri Lanka • Indian External Affairs Minister Salman Khurshid being welcomed at the hotel • Indian Film Director Karan Johar enjoying a cup of coffee at Coffee Stop 103 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sustainability report contd. Defined Contribution Plan Obligation (EPF & ETF) in Rs. ’000 2014 CG CL 2013 Property Total CG CL 2012 Property Total CG CL 2011 Property Total CG Property Total EPF 59,468 33,745 2,412 95,625 52,983 31,400 2,193 86,576 46,000 26,400 10,603 83,002 37,749 24,567 8,602 70,918 ETF 11,847 8,500 362 20,709 10,601 7,800 330 18,731 9,233 6,600 2,195 18,029 8,037 6,297 1,747 16,081 CG CL Total CG CL Defined Benefit Plan Obligations (Payment of Gratuity) in Rs. ’000 2014 2013 CG CL Employee benefit 109,936 106,570 liability as at 31 March Payments during the financial year 7,344 Property Total 4,728 221,234 11,072 - 18,416 CG CL 92,284 98,027 13,832 11,137 Property 2012 Total 3,787 194,098 175 24,794 86,926 99,100 4,145 7,700 2011 Property 22,625 208,651 347 11,498 67,441 89,300 9,709 7,600 Value Added by the Group 2012 / 2013 2013 / 2014 16% 17% 32% 16% 6% 23% To Employees as Remuneration To The Government as Taxes As Interest on Loans As Minority Interest To Shareholders as Dividends As Depreciation As Reserves 104 CL ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 0% 6% 15% 33% 0% 5% 8% 23% To Employees as Remuneration To The Government as Taxes As Interest on Loans As Minority Interest To Shareholders as Dividends As Depreciation As Reserves Property Total 18,708 175,449 880 16,429 environment Environmental Policy Grand Indulgence: Not a guilty pleasure At Cinnamon Grand, every day we make hundreds of choices that in some way impacts the environment and the communities within which we operate. Our environmental strategies aim to better understand these choices and ensure that we consider a range of options and impacts when we make corporate decisions. We believe that this mechanism better enables our Company to make more responsible environmental choices and contributes to the safety and sustainability of the resources of our planet. We have strived to adopt an environmentally sustainable approach that is interwoven into the heart of our organisation though our employees, business partners and our entire supply chain. We are committed to continuous improvements in our environmental performance by reducing our ecological footprint. Corporate Social Responsibility and sustainability have long been the driving force behind our comprehensive products and services package that promises affordable indulgence for all ages. The hotel’s Green Agenda embraces four key areas − waste management and recycling, energy and water management, conservation and community awareness. Within each of these areas, specific measurable strategies are identified to help reduce the impact the company’s activities bring to bear upon the environment. We have strived to embed and inculcate a culture of environmental awareness within our organisation through earth-friendly initiatives. These initiatives serve to create a sense of responsibility and cooperation amongst our 105 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 associates, guests and business partners, on the need for greater environmental stewardship and true commitment towards caring for our planet. To encourage both customers and employees to actively engage in environmental stewardship, the 'We Dream in Green' campaign has been designed to communicate greener initiatives, create a greener mindset and encourage activities that support sustainable lifestyles and decision making. The hotel’s Management, Green Team and staff participated in defining the company’s Environmental Policy and the creation of the Environmental Action Plan for the entire property. A quarterly and annual review is conducted and presented to the staff and all our stakeholders with an aim to secure consistent and continuous improvement of our sustainable performance. We comply with all legal and environmental procedures in our commitment to operate our business responsibly. Our ultimate goal is to enhance the `Grand Guest Experience’ through comfort and luxury that takes a minimum toll on the world around us. The next time you decide to visit Cinnamon Grand, rest assured that sustainability is at the heart of everything we do. So you can have the luxury of Grand indulgence without any guilt. Rohan Karr - General Manager Cinnamon Grand First Sri Lankan Hotel in uninterrupted ISO implementation since March 2006 Sustainability report contd. Management Approach We have endeavoured to adopt an environmentally sustainable approach that is imbued into the very fabric of our organisation and embraces all stakeholders including employees, business partners and our entire supply chain. Our enduring commitment underscores the need for continuous improvement in our environmental policies and performance by reducing our ecological footprint. The hotel’s Green Agenda, embraces four key areas: waste management and recycling, energy and water management, conservation and community awareness. Specific measurable strategies are identified within each of these areas to help reduce the impact of the Company’s activities upon the environment. 106 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Cinnamon Grand Green Vision To be ranked as the Best Five Star Sustainable City Hotel in Sri Lanka by 2015 Cinnamon Grand Goal 5% reduction in the Carbon Footprint of the Hotel by March 2015 Policy Level Commitments Execution Strategy Alternative Implementation Implementation energy usage and of Green policies of audits to minimise reduction the hotel waste Protection of biodiversity in partnership with the Field Ornithology Group of Sri Adoption of an environmental policy Construction and operations of a fully Lanka sustainable and carbon neutral village Construction of ‘Green Buildings’ to - Nuga Gama minimise impact of the operations to Suppliers educated and motivated to environment adopt green practices Green procurement policy Collaboration with the Field Ornithology Group of Sri Lanka to protect biodiversity Awareness and education to hotel associates through seminars, posters, social media, environmental videos and the green corridor in the hotel Awareness and education through print and social media to customers Children: Cultural tours at Nuga Gama and workshops according to an environmental calendar Alternative energy use in the preliminary testing stage Energy, water and waste saving and recycling initiatives In pursuit of Environmental Excellence Adding to the many jewels in our crown, the Cinnamon Grand Colombo was applauded as the first hotel in the country and in Asia to be certified with all three ISO standard certifications, i.e. ISO 14001, ISO 22000, and OHSAS 18001, in recognition of our unrelenting efforts towards environmental excellence. The concept of Environmental, Health and Safety is deeply ingrained in Cinnamon Grand’s operational fabric, and is reflected in all our tasks. The ‘Care Programme’, which focuses predominantly on environmental preservation and conservation further emphasises hotel’s endeavour to be an environmentally friendly organisation. Moreover, being a city hotel in a concrete jungle, it also ensures that all construction and property development standards conform to guidelines laid down by the environmental regulators. Energy and Water Management As a core area of focus for the hotel, energy and water management plays a crucial role in conveying sustainable business performance for the hotel. Hence both aspects are integrated into all areas of the business, where every effort is made to ensure the efficient management and control of energy and water usage which is practised on an ongoing basis. Cinnamon Grand’s Energy and Water Consumption Statistics Water Consumption 2014 2013 2012 2011 230,000 The principles and guidelines delineated by the certifications and the Care Programme are woven into the day-to-day operations at the hotel and permeated throughout the entire organisation by enlisting the commitment of all Cinnamon Grand associates as follows: Care for the Environment which we live in (ISO 14001) Care for the associates who dedicate the best part of their lives working at the Hotel (OHSAS 18001) Care for our most valued customers. (ISO 22000) 107 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 240,000 250,000 260,000 270,000 280,000 290,000 300,000 M3 14,000 14,500 15,000 15,500 16,000 kWh Electricity Consumption 2014 2013 2012 2011 12,500 13,000 13,500 Sustainability report contd. Energy Savings Activations for the Year Description Electricity Saving (KWH Per Annum) Installation of Variable Frequency Drives for the ground water pump 8,760 Installation of LED fluorescent lights in main kitchen and car parks 65,700 Installation of LED lights in lobby fillers 16,556.40 Installation of Variable Frequency Drives for the chilled water pumps 30,660 Installation of motion sensor lights in the ground floor car park 4,415.04 Installation of fluorescent lights were installed for Premium Wing and Courtyard building stairways 3,083.52 Installation of LED lights for Premium Wing guest corridors (room entrance.) 60,829.44 Reformatting switch panels in the engineering room 3,547.80 Installation of LED lights for service lift landing at Courtyard Wing 4,079.97 Managing Cinnamon Grand’s Carbon Footprint Earth Hour Celebrations Cinnamon Grand joined in the worldwide Earth Hour Celebrations, by switching off lights in the hotel's 501 rooms, 14 restaurants, gardens, fish ponds and swimming pools from 8.30 p.m. to 9.30 p.m. on Saturday March 29th. In house guests and restaurant patrons in the hotel's 14 dining outlets, joined the Grand team in this symbolic gesture to mark their commitment to Earth Hour 2014 by switching off lights in their rooms and participating at the ceremonies held at the hotel's lobby and Nuga Gama. This year’s Earth Hour signage slogan was constructed by the hotel’s engineering team creating the Earth 60+ logo through solar power. Promoting Energy Saving Cinnamon Grand’s Sustainability Department organised a seminar which was the first session on how to save energy, for the hotel’s kitchen staff on domestic appliances. This is part of an ongoing effort by the hotel to educate associates on being energy efficient while encouraging sustainability practices. The key speaker at the event was Mr. Sanath Kithsiri, Head of Energy Management, from the Sustainable Energy Authority, who elaborated on not only how to save energy, but more importantly, why it should be done. Mr. Sanath Kithsiri, Head of energy management, from the Sustainable Energy Authority. Over 60 associates attended this seminar. The second session on how to save energy when using the hotel’s kitchen appliances was conducted at the Cedar Room, especially for the hotel’s kitchen staff. The key speaker at the event was Earth Hour Savings Date 29th March 2014 108 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Time Consumption (KWH) Consumption (Rs.) 8.30 pm to 9.30 pm 720 16,560 Waste Management As Colombo’s largest five star property, with 501 rooms and 14 restaurants, the Cinnamon Grand remains committed to minimising food waste, and has made food waste management an integral part of the hotel’s day-to-day functions. With this in mind, the Grand’s Marketing Communications and Sustainability Department in collaboration with the hotel’s team of chefs presented the ‘Delicious Waste’ initiative, so as to encourage and inspire the hotels associates as well as other stakeholders to play a proactive role in reducing food waste. Waste Management Initiatives Delicious Waste Chefs Competition Marking the World Environment Day under the ageis of the United Nations Environment Programme (UNEP) and the Food and Agricultural Organisation (FAO), our sustainability department together with the marketing communications and the talented team of chefs organised ‘The Delicious Waste Chefs’ Competition’ on 5th September 2013. This competition, well attuned with this year’s Environment Day theme ‘Think.Eat.Save: Reduce Your Foodprint’ advocated to be creative in cuisine whilst reducing food waste. Introducing this novel concept - first-of-its-kind in the hospitality industry of Sri Lanka, the hotel’s chefs presented delicious and creative dishes in the Breakfast, Lunch, Dinner, Snack and Dessert categories with ingredients otherwise considered as ‘non-appetising’. This competition was judged by a distinguished panel - Hemalallindre Ranawake (famously known as Koluu), Sri Lanka’s celebrity chef; Felicia Sorensen, internationally acclaimed Queen of Curries and Savithri Rodrigo, renowned travel writer. We saw 41 of our senior and junior chefs presenting 73 dishes and the most talented were awarded with cash prizes, medals and certificates. Breakfast Category 1st - V. Krishna 2nd - Asanka Wijekoon 3rd - N. Sattiyaseelan Lunch Category 1st - Sujith Ariyarathne 2nd - Rasika Weerarathne 3rd - Sujith Ariyarathne Dinner Category 1st - D.C. Dissanayake 2nd - G. Margaret 3rd - Suresh Senaratne Snack Category 1st - G. Margaret 2nd - N. Sathiyaseelan 3rd - Ananda Rakitha Dessert Category 1st - Ranuka de Silva 2nd - Sirilak Suksamran 3rd - P.K. Kumara As Colombo’s largest five-star property, we remain committed to food waste management; an integral part of the hotel’s day to day functions. This initiative was ideal to encourage and inspire our associates as well as other stakeholders to join in our efforts and complement our target of reducing the hotel’s ‘foodprint’ by 25 per cent each year. Hotel Food Waste Kg’s 109 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 2013/14 2012/13 Reduction 701,773 825,448 18% Sustainability report contd. cinnamon grand's Delicious waste competition Delicious waste competition winners with Cinnamon Grand General Manager Rohan Karr • Lagoon Chef preparing her creative, delicious waste dessert • The array of creative dishes on display • Judges: Celebrity Chef Hemalalindre Ranawaka (Koluu), internationally acclaimed Queen of Curries Felicia Sorensen and renowned travel writer Savithri Rodrigo 110 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Eco-friendly waste management practices Cinnamon Grand launched an ambient message conveying the importance of saving and recycling paper, by highlighting the toll that paper production and consumption takes on trees and, in turn, negatively impacting the environment. The message is communicated through the tissue dispenser at the wash room at Cinnamon Grand's Nuga Gama, Asia's first CarbonNeutral® venue. The images indicates the link between trees and the production of paper through a pictorial reduction of green in the island each time a tissue is pulled out. This aims to create awareness on the correlation between paper and trees while encouraging responsible use of paper. This communiqué is part of Cinnamon Grand's commitment to creatively conveying the importance of being environmentally conscious and embracing sustainable practices. Banners to Bags (B2b): A unique, innovative recycling initiative introduced by Cinnamon Grand with the aim of converting used promotional flex banners of the hotel and suppliers into practical, durable and waterproof bags. Flex material is a petroleum by-product discarding these banners without a sustainable recycling plan was not an option. The hotel collected these banners for a year to avoid health and environmental hazards until an environmentally friendly plan was formulated which resulted in B2b. B2b emphasises the importance of infusing the triple bottom line concept into the hotel’s daily operations and is inspired by the 3R initiative of Reduce, Reuse and Recycle. Cinnamon Grand Colombo worked on reducing waste that could arise from discarding the banners and reusing the discarded product by recycling it for more productive use in the form of trendy, useful and long-lasting bags. The B2b process was researched through the Sustainable Development Triangle Model developed by MIND (Munasinghe Institute for Development) and was studied thoroughly by MIND prior to the endorsement of Nobel Peace Prize 2007 Co-Laureate Professor Mohan Munasinghe. The B2b project has led to remarkable benefits and advantages in the areas of environment, economy and society as indicated below. Environmental Advantages A sustainable environmentally friendly recycling initiative of a product that causes immense land degradation and air pollution. Landfills will no longer have the non-bio degradable flex banners disposed into it. The need for incineration of the flex banners as yet another method of disposal and the ensuing noxious fumes will no longer be a cause for environmental concern. Economic Advantages production of the bags creates a sustainable income-generating avenue for unemployed tailors, with the dual advantage of adding to family incomes and giving them a sense of self worth and dignity. The Social Benefits from the sale being channelled towards the hotel’s primary CSR initiative, the children’s ward of the Maharagama Cancer Hospital assists in maintaining a sustainable fund for the continuing work of this project. The fashionable, hip and trendy bags create added hype and awareness among society, not only of its environmentally friendly features but also of the dual social commitment. This further leads to a ‘feel good’ factor permeating through to the owners of the B2b bags. Proceeds 111 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sustainability report contd. Waste Management Efforts for the Year Item (KGs) Description Quarter 1 Quarter 2 Quarter 3 Wet garbage Collected by three piggery farms to feed the pigs 188,098.10 185,781.72 184,627.37 203,435.43 761,942.62 Kitchen used oil Fire the boilers of the hotel 1,624.50 2,834.10 3,177.90 3,735.90 11,372.40 Plastic and polythene Given to Central Environmental Authority listed collectors for recycling 3,823.66 3,972.40 4,305.00 4,898.60 16,999.66 Paper Given to Central Environmental Authority listed collectors for recycling 6,924.49 5,364.50 7,208.50 8,293.20 27,790.69 Glass bottles Given to Piramal Glass Company for recycling 1,315.10 3,671.50 3,926.00 5,320.90 14,233.50 Hazardous waste (E-waste and CFL and tube bulbs) All E-waste is collected by Think Green and all CFL and tube bulbs are collected by Orange. Both companies are registered with the Central Environmental Authority 94.60 85.20 76.27 95.02 351.09 Metal tins and cans Given for recycling to the same collector as plastic and polythene 369.60 619.24 381.00 819.20 2,189.04 Composting Composting is processed in the hotel and used for the garden areas 11,608.00 11,744.00 9,322.00 10,043.00 42,717.00 Landfill waste Given to the Colombo Municipal Council for dumping 10,909.00 10,909.00 10,909.00 10,909.00 43,636.00 Coconut shells Collected by one of our garbage collectors and given to a company which uses it to fire their boiler 0.00 0.00 0.00 568.00 568.00 Total Waste Quarter 4 Total 921,800.00 Waste Disposal and Recycling In order to create awareness on proper waste disposal and recycling, garbage disposal cubicles were painted in CEA (Central Environmental Authority) recommended colours which assisted associates to recognise the different types of waste disposal bins/areas and remind them of the importance of categorising when disposing. 24 hour CCTV cameras were also fixed to monitor whether correct disposing of garbage was taking place. 112 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Conservation of Biodiversity Carbon Neutral Venue at Nuga Gama: One of our objectives was to create a Carbon Neutral Venue to encourage Carbon Neutral events, meetings and conferences. Nuga Gama has now been certified as South Asia’s first Carbon Neutral Venue by the Carbon Consultancy Company, according to World renowned physicist and climatologist as well as Vice Chairman of the Intergovernmental Panel on Climate Change and 2007 Nobel Laureate Professor Mohan Munasinghe. Cinnamon Grand Colombo with its passion to excel will take it one step further and plans are under way with our innovative chef creating a typical village style menu where sourcing, transport and preparation has a minimal impact on the environment. 113 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Cinnamon Grand Colombo believes and supports conservation of biodiversity. The 200-year-old Nuga Tree in the hotel premises stands as a testament to our commitment to nature. Our ethos was to provide visitors an experience based on the ambience of rural life without leaving the city and hence, the ‘village in the city’ emerged. The very fact that Nuga Gama which has infused the true village concept into its entirety demonstrates our commitment to environmental sustainability. The rural village of Cinnamon Grand was built on an environmentally sustainable platform, where eco-friendly practices were inculcated throughout the entire village. The lifestyle restaurant is set within the picturesque location of a farmland with thatched mud huts, cattle and poultry, and other paddy harvesting features. The environmentally friendly concepts practiced within the village are manifested in all aspects of the milieu. The floors, roofs and walls of the huts, community hall, the kadé (shop) are built with ecofriendly substances such as mud, Iluk, and coir rope. The farming practices established are organic and devoid of artificial fertilisers which are harmful to the environment. Drinks served are from local seasonal fruits, hence no preservatives; while the cuisine, cooked on a firewood hearth in earthenware pots is primarily organic, using local spices, fruit, vegetables, meat, fish sourced from village suppliers or from the Nuga Gama garden. The Nuga Gama garden is enriched with about 45 varieties of plant species including indigenous medicinal herbs, leafy greens, fruit trees and spices. We also have a number of endemic floras such as the Honey Tree or Mee, of which bark and seed-oil are used to treat various ailments. We have created habitats for small birds, insects and all plants in the Nuga garden and they have been categorised and recorded. Plans are under way to categorise birds and butterflies. We do believe that having infused the best practices prevalent in a true Sri Lankan rural village, environmental sustainability becomes a natural phenomenon rather than one that has to be consciously put in place. Sustainability report contd. rich biodiversity amidst the bustling city The lotus pond at Nuga Gama which sets the tone of a diverse nature from the moment you step in to the village in the city • A common kingfisher post-pruning session enjoys the view atop a lamp • Beautiful butterflies are a common sight at the village • A monitor lizard scanning the area 114 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Events at Nuga Gama - asia's 1st carbon neutral® venue Nuga Gama decorated for a green wedding • The dashing bridesmaids clad in traditional attire • Guilt-free dining at Nuga Gama • Interactive Sri Lankan cooking classes for guests 115 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sustainability report contd. Social Enriching the Workforce Management Approach At Cinnamon Grand we strive to develop an atmosphere in which employees are inspired to discover their full potential. Our endeavour is to create a dynamic, loyal workforce with a positive mind set. Underpinned by this premise, we remain committed to nurture an empowered team that will play a pivotal role in enacting the future aspirations of the hotel. Policy Level Commitments Strategy Execution Skills Highly enhancement and development of the resource pool Improving workplace health and safety standards Creating a suitable work-life balance for all employees focused recruitment agenda to ensure the right candidates are selected Extensive training and education to improve knowledge and expertise Ensuring compliance with all mandatory safety regulations Conducting regular training to enhance safety standards Promoting greater social interaction and inculcating the required psychological and attitudinal behaviour patterns among employees Goal: To be the Employer of Choice among all Five Star Hotels in the Country Embracing a non-discrimination policy, the Cinnamon Grand continues to affirm its commitment as an equal opportunity employer. We do not discriminate based on race, religion, gender, age, nationality, social origin, disability, political affiliation, opinion or any other status protected by law. Also as per the JKH Group policy we do not condone child labour, forced or compulsory. So much so that while infusing a deep sense of belonging among our associates, the multi-cultural and multi-ethnic environment has in fact been the cornerstone of Cinnamon Grand’s enduring success. Moreover, we have actively promoted within our team, differently-abled individuals that work alongside their colleagues, integrating themselves into regular society and enabling them a secure livelihood. Employee Gender Analysis as at 31st March 2014 Type Male AVP and Above 5 Manager 4 Assistant Manager Executive Non-Executive Female Total Head Count 5 1 5 5 3 8 102 26 128 1001 86 1087 Leveraging on the hotel’s commercial success, we offer all our associates a competitive remuneration package, consisting of a range of benefits in addition to the basic salary and stipulated industry perks. 116 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Standard Benefits Package Annual bonus Night transport for female associates Emergency loans Uniforms Dormitory and locker facilities On-duty meals Discounted pastry and bakery items Annual medical check-ups Additional Welfare Benefits All associates are entitled to the Cinnamon Grand welfare benefit plan. The monthly contribution of Rs. 50/- per employee is matched by an additional Rs. 100/contributed by the company to the hotel's welfare benefit fund. All associates are entitled to the following benefits from the welfare benefit fund: Distress loan to be recovered from the associate’s salary in 10 monthly installments at an interest rate of 2.5 % Donation to meet funeral expenses in the event of the death of an associate or a member of their immediate family including parents and parents-in-law A wedding gift for newly married associates Christmas gifts for associate’s children below the age of 12 As a birthday treat, associates are offered a special overnight stay package on a full board basis Donation for associates undergoing operations for critical illnesses A service gratuity is paid to associates who leave the hotel after a continuous service period of more than 15 years A savings account is opened at a preferred bank for a new born baby of an associate A retirement gratuity is given to associates who retire after serving the hotel more than 5 years Festival advances are paid during seasonal periods and is recoverable from the associates’ salary 117 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Employee Engagement With the objective of creating a dynamic resource pool, the Cinnamon Grand adopts an open-door management policy that promotes a communicative employment culture within the organisation. A comprehensive agenda facilitates greater interactions between employees and key management through regular meetings and conferences. Taking the form of consultative discussions, these forums are a meeting of minds that stimulate the exchange of mutually beneficial ideas. These regular interactions also help nurture employee goal congruence and engender workforce loyalty towards the organisation. Further efforts to address employee concerns has prompted the introduction of a communication box entitled ‘Tell GM’, which serves to deliver written grievances, opinions and suggestions of associates. Once collated and addressed by the General Manager, solutions are posted on a board next to the box. Moreover, the hotel maintains relationships with three unions namely the Sri Lanka Nidahas Sevaka Sangamaya (SLNSS), the Jathika Sevaka Sangamaya (JSS) and the Inter Company Employee’s Union (ICEU) with JSS and ICEU together representing less than 10% of our workforce. Even in the absence of any collective agreement with these unions, the management continues to maintain a healthy relationship with them. Rewards and Recognition Schemes Associate Quarterly Awards: Associates are recognised on a quarterly basis for outstanding achievements in terms of commitment, productivity and contribution to the common goal of making Cinnamon Grand Colombo the Best Hotel in the City and are nominated by their respective departments. They are rewarded at the staff meeting held every quarter. Categories of award winners include: Associate of the Quarter, Associate of the Year and GM’s Special Award. The nominees as well as the winners are awarded with a cash reward. Long Service Awards: The Service Awards Ceremony is held every year to reward associates that have served the hotel for a long period of time. Associates are given gold sovereigns in proportion to their years of service (up to 35 years). This awards ceremony is held in a grand manner in recognition and appreciation of their long service and dedication. Creating a Healthy Work-Life Balance A firm belief that a healthy, motivated workforce is an unparalleled resource has led us to adopt a holistic approach towards creating a meaningful work-life balance for all our employees. We provide a mentoring role in supporting employees to meet the challenge of their work while ensuring they remain committed to the long term objectives of the company. Recognising and rewarding both personal and professional achievements form a key part of our endeavour to encourage employees to tap into their potential talents and develop leadership abilities that would underpin their success. Encouraging National Sportsmen/ Women Shaminda Eranga, an associate of Cinnamon Grand, also represents the Sri Lanka National Cricket Team. A brisk fast-medium bowler, Shaminda Eranga made a spectacular debut in the cricketing world with his first Sustainability report contd. ODI against Australia in 2011. Having performed exceptionally well since his first encounter, Shaminda is considered to be an invaluable asset to the National Team. Ishan Jayaratne, also one of hotel’s associates represented the Sri Lanka 'A' Team as a right-arm seam bowler. Cinnamon Grand’s associate Lakshan Samarasinghe part of the Sales and Marketing Team brought the hotel pride by captaining the John Keells Group Basketball team at the Mercantile Basketball championships 2013 and leading the team to victory. He was also recognised as the ‘Best Player of the tournament’. Key 'work-life' initiatives for the year Inter Department Cricket 6s The annual Inter Department Cricket 6s, a highly anticipated inter-departmental sporting event was concluded at the Burgher Recreation Club (BRC) Grounds on 27th October 2013, with Team Front Office emerging as winners in the male category while Team Sales emerged as winners in the female category. Inter Departmental Soccer 7s Annual Inter Department Soccer 7s, another inter-departmental sporting battle, was successfully concluded at the Malay Grounds on the 9th of February 2014, with Team Angsana taking the top spot in the male category while Team F&B were awarded the Winners Trophy in the female category. Cinnamon Grand Sports Meet The Cinnamon Grand Inter-house Sports Meet, a much looked forward to event in the hotel’s sports calendar was held on 29th September 2013. A challenge between the Tangerine, Celery, Olive, 118 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Blueberry, Rhubarb, and Grape houses, the event comprised a number of track and field events and culminated with a March Past. Held at the Burgher Recreation Club (BRC) Grounds, the event concluded successfully with the Tangerine house winning the overall championship trophy. Improving Employee Wellness Facilities available to improve employee wellness include; Annual medical checks for all associates over 40 Senior Executives annual medical check-ups Special annual medical checks for food-handlers Eye clinic 24 in-house clinic and doctor visits twice a day First aid trainers Breast cancer awareness programmes Breast Cancer Awareness Seminar Cinnamon Grand conducted a Breast Cancer Awareness seminar for its female associates, with 53 participants from departments across the hotel attending, in commemoration of Breast Cancer month. Chaired by a panel of imminent speakers, the session focused on creating awareness on prevention and early detection. Elaborating on the importance of early detection, the speakers also explained self-examination techniques that are critical towards prevention and early detection. Control and treatment measures were also discussed. The seminar was organised by the hotel’s Sustainability Division and supported by Green Team champion Deepika Satyapala, who handed over the funds collected through the sale of pink ribbons, to the Mithuruwela fund. Drink Wise Campaign The first phase of the ‘Don’t Drink and Drive’ campaign was launched by the hotel in November 2013 in partnership with the British multinational alcoholic beverages company DIAGEO, the world's largest producer of spirits and a major producer of beer and wine. The slogan for the campaign being ‘Responsible Drinking’, was aimed at creating awareness among F&B managers and supervisors about the dangers of driving under the influence of alcohol. Staff events Cinnamon Grand Sports Meet • Cinnamon Grand Team all dressed up for Octoberfest in keeping with the hotel’s German theme at the JKH Inter-Company Rugby 7s • Associates Quarterly Meeting • Service Award 2013 (staff with a service of over 20 years and above) 119 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sustainability report contd. Grand Sportsmanship Champions at the 9th annual ‘Battle of the Spices’ cricket encounter between Cinnamon Grand and Cinnamon Lakeside • John Keells Group Basketball Team Captain Lakshan Samarasinghe with the Mercantile Basketball Championships Trophy 2013 • Cinnamon Grand Colombo’s A Team emerged Runner Up in the soccer encounter of John Keells Inter-Company Goal and Ring 7s • Inaugural Travel Trade Beach Rugby Tournament Winners – Cinnamon Grand Colombo B Team 120 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Developing a dynamic training curriculum Efforts to enrich our people have always been underscored by the need to create a dynamic training blueprint that would caption the current needs of our workforce. By collating the results of a series of formal and informal indicators, we are able to develop a comprehensive Training Needs Analysis (TNA) that forms the basis of the annual training curriculum at Cinnamon Grand. Annual Performance Review Guest Reviews Feedback from Managers Training Needs Analysis (TNA) Voice of the Employee Surveys Training Audits The Importance of In-house Training Given the highly competitive nature of our business, where service differentiation remains the key to success, in-house training plays a critical role in manifesting the desired level of service clarity and professionalism to pursue Cinnamon Grand’s unique selling proposition. Conducted by the learning and development team together with the support of our departmental trainers (Train, Assess and Develop or TAD trainers), our in-house training framework follows a dynamic approach to enhance and improve knowledge and skills, while instilling the right attitudes to help associates absorb the hotel's unique value culture. 121 In-house Training Programmes Programme Description Cinnamon Grand induction A three-day comprehensive program to introduce new recruits into Cinnamon Grand’s operational code and provide an introduction into the value culture of a star class resort, while also stressing on the importance of being part of the JKH group. 350 SOP Workshops (Standard Operating Procedures) This is a training initiative for Associates to ensure departmental staff is kept abreast of the standard operating procedures in use in their respective departments. The SOP sessions also include training sessions conducted by TAD trainers from other departments. 97 On-the-job training at Front Office and Food and Beverage Departments Trainers work on a roster basis at these departments to identify and analyse the training requirements as well as to conduct on-the-job training within each department 189 City Tour for Concierge and Butler associates City tours to explain the attractions that Colombo has to offer which in turn could be used in day-to-day operations by the staff of concierge and butlers. The programme was implemented this year to increase the knowledge of the associates for them to better manage the needs of guests 23 Motivation (Level 1) A motivational workshop conducted to identify the issues faced by associates at the workplace and how they can in turn realise these issues and turn them into positivity at the workplace. 605 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Staff Per Session Sustainability report contd. 122 In-house Training Programmes Programme Description Motivation (Level 2) A continuation of level 1, this session examines the areas that were identified in the previous training and looked at ways and means of turning de-motivating factors into motivators 742 PMS Training Focusing on educating associates on the procedures of Cinnamon Grand’s Performance Management System to enable them to navigate the system and use it as a tool to improve their own performance, and convey greater benefit to the day-to-day operations of the hotel 68 Cinnamon Magic A programme aimed at instilling the right mind-set among new recruits, the sessions are conducted by a team of Cinnamon Magic trainers comprising staff from different departments to provide a wealth of experience and knowledge 124 TAD Trainer Programme Conducted by the Learning and Development trainers, the programme is designed to nurture potential TAD trainers from among hotel’s associates. Upon completion of the programme, all successful TAD trainers are then certified as such at the Associate Quarterly Meeting (AQM). All certified TAD trainers would then be responsible for delivering high intensity departmental SOP trainings within Cinnamon Grand in addition to playing a lead role at SOP workshops for their respective departments. 42 Exam Revision Revision sessions to prepare associates for exams. The subject matter used is based on management decisions, TripAdvisor comments and data gathered via customer feedback 400 Associate Quarterly Exams Introduced with the aim of testing competency levels, all associates in the categories of junior executives and below are tested. The subject matter for the questionnaires are derived from the TNA as well as information provided to the L&D team by the management 325 Soft Skills for Telephone Operators A programme designed to improve the conversational skills and telephone etiquette of hotel’s telephone operators 5 Soft Skills for Security This tailor-made soft skills program addresses the critical role played by the security staff to ensure Cinnamon Grand continues to maintain its star class standards 15 Customer Service 101 A programme that extensively covers the basics of customer handling and service 976 Cinnamon Grand Competency Training Covering the standard competency model for all Cinnamon Hotels and Resorts, these sessions aim to create awareness on how best to emulate the model Food and Beverage Module This training package offers comprehensive training on F&B for associates working at hotel and covers most areas that are vital for daily operations. All participants are awarded a certificate following successful completion of training 356 English for Cinnamon Grand Associates A programme initiated to enhance the degree of spoken English at different levels 82 Staff Facilities and Locker Etiquette To maintain the standards of the facilities and lockers that are provided by the hotel, in-depth training is conducted to instruct associates on how staff facilities should be utilised and maintained with due care 647 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Staff Per Session 1,019 In-house Training Programmes Programme Description Staff Per Session First Aid Training Basic training for staff to understand the fundamentals of First Aid. The programme was conducted in-house by the Red Cross First Aid team of Sri Lanka 37 Preparing for CHOGM A special one-time training programme was designed and implemented for all staff operating in guest areas to improve their guest servicing skills to cater to the event 1055 Awareness Programme on HR Practices While promoting transparent HR practices, this training session informs all associates on Human Resources practices and the HR offers available to the staff of the hotel 907 Guest Service (Level 01) Conducted for all staff at Level 01 (junior executive and below). The programme delivers the key competencies that are required in the leisure sector. This workshop is an in-depth, customer focused session that targets all areas of customer handling 198 Finance for Non-Finance Staff Conducted by Mr. Sunil Peiris, Sector Financial Controller at Keells Hotels and Resorts, the session allowed Cinnamon Grand staff to take a closer look at the world of hospitality finance 26 External Training Statistics for the Year Category Q2 Q3 Q4 Total No: Staff Hours Average Hours Number of hours of training: AVP and above 16 36 48 6 106 5 21.2 Number of hours of training: Manager 24 80 64 12 180 5 36.0 140 105 40 18 303 8 37.9 Number of hours of training: Assistant Managers Number of hours of training: Executives 224 944 854 313 2,335 128 18.2 12,051 18,382 11,397 16,188 58,018 1,087 53.4 Number of hours of training for male employees by category: AVP and above 16 36 48 6 106 5 21.2 Number of hours of training for male employees by category: Manager 21 72 64 6 163 4 40.8 Number of hours of training for male employees by category: Assistant Manager 129 95 8 12 244 5 48.8 Number of hours of training for male employees by category: Executives 179 850 769 282 2,080 102 20.4 Number of hours of training for male employees by category: Non-Executives 10,870 16,544 10,257 14,569 52,240 1,001 52.2 Number of hours of training for female employees by category: Manager 3 8 0 6 17 1 17.0 Number of hours of training for female employees by category: Assistant Manager 11 10 32 6 59 3 19.7 Number of hours of training for female employees by category: Executives 45 94 85 31 255 26 9.8 Number of hours of training for female employees by category: Non-Executives 1,181 1,838 1,140 1,619 5,778 86 67.2 Number of hours of training: Non-Executives 123 Q1 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sustainability report contd. Associate training Learning and Development Manager Shashi Jayawardena training the associates • Housekeeping golden rules explained by Departmental TAD trainers • Cinnamon Magic Mind Set Training for associates • Staff Motivation program 124 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Workplace Health and Safety As always health and safety of the workforce remains a primary concern for Cinnamon Grand as we strive to uphold international hospitality standards at all times. A sound set of principles and practices form the basis of our safety policy, which is comprehensively captured in the hotel’s safety manual. The hotel’s Department of Compliance, Health and Safety is the apex body within the organisation, in charge of all safety aspects. Further the Accident Committee and the Evaluation and Prevention Committee which come under the supervision of the Health and Safety Department, also offer proactive support in maintaining safety standards. The department is tasked with monitoring, reviewing and reporting on the dayto-day adherence of safety standards and procedures. The company’s safety procedures are further strengthened by OHSAS 18001 certification obtained from SGS Lanka, the accredited body for OHSAS certifications in Sri Lanka. The certification confirms that Cinnamon Grand’s systems and processes are fully compliant with OHSAS 18001 international standards for occupational health and management systems. Occupational Health and Safety Policy Asian Hotels and Properties PLC (AHPPLC) was awarded with the OHSAS 18001 Certification in May 2012 for maintenance, housekeeping and security of the Crescat Boulevard shopping mall, food outlets and premises. AHPPLC is committed to protecting the health and safety of all persons in the shopping mall, food court and other relevant areas and workplace including employees, 125 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 contractors, customers and other visitors. AHPPLC employees, contractors, customers and visitors have a duty of care including the responsibility to work safely, to take all reasonable care for their own health and safety, and to consider the health and safety of other people who may be affected by their actions. AHPPLC will take all reasonable and practical steps to improve work safety conditions and will strive to uphold its core values of safety, knowledge, integrity and leadership in order to achieve its goal of zero harm. Asian Hotels and Properties PLC is committed to: Complying with all applicable health and safety laws, regulations and standards. Providing safe plant and equipment for controlled work. Implementing risk and hazard management systems which are relevant and suitable for the organisation's risk exposure as well as identify, promote and continuously improve health and safety performance. Ensuring all managers remain directly responsible and accountable for the health, safety and welfare of their employees and provide adequate resources to assist managers in this cause. Provision of appropriate Health and Safety Training to all relevant persons. Maintaining relevant policies, procedures, systems, information, training, recognition programs, and organisational structures to support and communicate effective health and safety practices throughout the organisation. Utilising appropriate internal and/or external expertise when required in all related activities. Establishing clear targets and objectives to continuously improve health and safety in the workplace. Maintaining a positive safety culture through encouraging active participation, consultation and cooperation of all employees, contractors, customers and visitors in promoting and developing measures to improve health and safety at work. AHPPLC will implement and maintain these systems, inclusive of standards, policies and procedures. These standards will be monitored regularly to ensure their integrity and effectiveness to facilitate continuous improvement. Injury Rate In the Financial year under review, a total of 24 associates of Cinnamon Grand were affected by occupational injuries, a decrease of 55% compared to last year. Lost Day Rate 2013/14 2012/13 Total no: of man days in the period 325,512 323,136 199 514 0.06% 0.16% Total no: of man days lost (TMDL) TMDL as a % of total man days in the period Sustainability report contd. Product Responsibility Management Approach We strive to continually increase the sustainability of our product offering, keeping in mind its toll on the ecology and economy, while continuously creating products and services that deliver on our brand promise of affordable indulgence for all ages. As Sri Lanka’s largest hotel property offering a diversity of luxurious products and services, we understand the need to assess the sustainability of our processes and products across their entire life cycles, to ensure the highest health and safety standards, resource efficiency and cleaner production strategies. Our purchasing policies underpin the importance of eco-friendly products that take into consideration the complete product life cycle from production, to product use, to disposal and reuse. We work in collaboration with our wide network of suppliers to develop new sustainable products with values ascertained on the basis of environmental, business and social sustainable indicators. This extends to our attitude towards customer care and focus, which is of the highest quality. Being at the crux of our operations, products and services we offer have a profound impact not only on the hotel’s economic performance, but also on the community and the environment. Aligned to the group policy, the Cinnamon Grand’s product responsibility ethos strives to conform to all industry benchmarks for best practices and compliance with both local and international statutory and regulatory requirements, that would 126 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 validate the quality and integrity of our products and services. Ensuring product diversity and reasonable pricing allows us to cater to diverse market segments without compromising on the quality of our products and services. Product and service responsibility initiatives undertaken by the hotel in conformity with the product responsibility guidelines are as follows: All meat products are purchased from Halal certified suppliers, in order to meet the requirements of our guests which include special care in the preparation of food. Adherence to the supply chain policies of Cinnamon Grand and the JKH Group help us tap into additional suppliers in conformity with the group policy for ethical sourcing. This not only allows for a guaranteed supply at a fair price, but also ensures that child labour is not utilised in the process. Further, we adhere to the AIS standards of advertising and have a high percentage of suppliers from the SME sector. In keeping with our promise of guiltfree indulgence, a Diabetic Menu was launched in response to a growing demand for such options given the recent escalation of diabetes. The menu is available at the hotel’s restaurants and consists of 30 dishes. We are now in the process of developing an organic menu for Nuga Gama, which is Carbon Neutral Certified. We also offer vegetarian options in all our restaurants and a special healthy menu option for kids. Nuga Gama’s organic garden produce is used daily in at least one dish, thus providing guests with alternative organic options for food. Improving services is considered high priority, as the hotel strives to provide guests with an unforgettable experience. Customer feedback is frequently gathered to gauge satisfaction levels and identify ways to enhance our products and services. Guest comment cards in rooms and restaurants are collected and analysed daily. The Rooms Division, which comprises of housekeeping, laundry, recreation, reception and front office, interacts with at least 30 guests daily and their feedback is passed onto to the Head of the Department, who shares it at the morning meeting. Customer feedback is also monitored through TripAdvisor and Facebook. Customer complaints are received through guest comment cards. All complaints are logged into the system and categorised broadly as F&B and front office. Complaints are dealt with at the Heads of Department morning meetings and a response to the customer is provided within 24 hours. Bi-annual brand audits are carried out with the audit team experiencing and observing the services at the hotel. F&B conducts self-audits monthly as well as reviews by ‘Mystery Guests’ sourced by the General Manager. Food safety is paramount in our organisation and we have been certified with ISO 22000 for Food Safety Management systems in addition to the Five Crowns certification. Introducing Organic Wines Making available organic wines to its beverage list so that patrons can have the choice of enjoying organic options when ordering drinks stands as statement to the hotel's environmentally-conscious commitment to future generations. The wines are made from organically grown grapes with no interference to the natural ripening process. product responsibility at cinnamon grand Organic produce cultivated at our own backyard at Nuga Gama • Tasty yet healthy menu option for kids • Guilt-free indulgences at Grand – diabetic menu for our diners • Organic wines are part of our beverage list 127 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sustainability report contd. Corporate Social Responsibility Management Approach Cinnamon Grand’s CSR proclamation has been developed in cognisance with the national endeavour to uplift the social standards and living conditions of less developed and vulnerable communities in the country. Hence, driven by a deep rooted social conscience, we have continued to work towards the betterment of society in general. In particular, our endeavours towards uplifting social standards concentrated on youth empowerment and knowledge sharing as means of capacity building for underprivileged youth in the country. Industrial Training for Students Key efforts in this regard saw Cinnamon Grand host a group of 90 students from the University of Jaffna for a one-day session including a comprehensive briefing on the hospitality industry. The session was carried out by the hotel’s Heads of Departments and the Training and Development Team and also included a tour of the hotel. The highlight of the day was the presentation made by General Manager Rohan Karr, describing his long and challenging journey to the top, in an inspiring and motivating sharing of personal experiences. To conclude the day’s events, each student was gifted a motivational book as a token, in hope that it will in some way inspire them as they prepare to enter the working world. The visit was part of a project organised by the JKH CSR division, to sponsor 100 students from the Faculty of Management Studies and Commerce of the University of Jaffna, on a week-long industrial tour of its business units in Colombo. Vocational Training Programme As a key CSR initiative in collaboration with the John Keells Foundation, we commenced our vocational training programme targeting school leavers, primarily from the neighbouring schools. As the first step, the internship opportunities were provided to school leavers from neighbouring schools with a view to providing them the foundation needed to jump start their careers after having completed their O/Ls. Other Tours Conducted by the Learning and Development Team During the Year: Category Scope of the tour Navy Supply and Secretariat School a part of the Naval and Maritime Academy of Trincomalee Key F&B, Kitchen and Banqueting information, tour of the hotel and a session on adopting five-star service standards Maldivian school students Insights on the hotel industry and tour of the hotel Bamunugama Maliyadeva Vidyalaya-Home Science students F&B Kitchen basics, food carving demonstration, tour of the hotel Home Science students of Ladies College, F&B Kitchen basics, food carving Colombo demonstration, tour of the hotel Students from School for the Deaf, Ratmalana 128 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Tour of the hotel Corporate social responsibility Students from Jaffna received the Grand experience both in the hotel and the city for the very first time • Cinnamon Grand’s Green Team, Breast Cancer Awareness Fundraising Project Champion Deepika Sathyapala handing over a donation raised by the sale of pink ribbons in commemoration of Breast Cancer month to Prof. Riyana Raheem, Mithuruwela Cancer Support Network • Spreading a little sunshine to the children at the CCC Transit Home-Maharagama Cancer Hospital • Kids from Deaf and Blind School in Ratmalana visit Grand 129 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sustainability report contd. Promoting local heritage and culture From the inception we have supported the traditional Sri Lankan handicraft industry in a bid to offer our guests an insight into our rich culture. We have also consistently supported local cultural performers by providing them a platform to showcase their talents and skills to our guests. These efforts are now intrinsically linked with the Cinnamon Grand’s brand identity and form a key part of our endeavour to manifest meaningful societal change in the long term. Promoting Local Craft: The traditional ‘Kadé’ or village shop, located at the Nuga Gama affords skilled rural craftsmen the opportunity to display and sell their products. Guests are encouraged to purchase these unique products and enable these talented craftsmen to generate a sustainable livelihood. The supplier network for the Nuga Gama kadé spans different parts of Sri Lanka including Matara, Habaraduwa, Ambalangoda, Dankotuwa, Galle, Kandy, Balapitiya, Jaffna and Panadura. Promoting Traditional Sri Lanka’s Dance Rituals: The Nuga Gama regularly hosts entertaining dance segments that portray the intricacies of daily village life. Led by generations of professional dancers, the performances are done by the highly accomplished Shilpa Ranga Cultural Dance Troupe that performs a wide range of informative dance rituals based on traditional Sri Lankan folklore. 130 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Women’s Empowerment: The traditional ‘Kussiya’ or kitchen at Nuga Gama, employs traditional village women chosen from less developed village communities. Using their considerable culinary skills these women produce authentic Sri Lankan dishes that are made available at the Nuga Gama. While recognising the skills these women possess, this initiative also facilitates a sustainable income for their families. Promoting Sri Lankan Crafts and Produce: The hotel also promotes batik items, Cinnamon branded bookmarks, locally manufactured children’s sling pouches, recycled paper note pads and wooden handicrafts, all manufactured by Sri Lankan craftsmen. Moreover, VIP guests are offered an array of traditional Sri Lankan sweet meats and confectionery in addition to a complementary basket of fresh Sri Lankan fruits in all guest rooms. Other CSR Initiatives Uplifting Disadvantaged Senior Citizens The hotel provided a monthly requirement of dry rations and medical items to the Dias Elders Home in Wellampitiya, as these senior citizens do not have the means or financial support or care from their families. Continuing to support the home linen including towels, mats and bed sheets were also donated to the 23 elders at the Dias Home. Bath towels, wash cloths, duvet covers, table cloths, pillow cases, etc were also donated later in the year. Supporting the Differently-abled Donation to the Sri Lanka National Organisation of the Deaf A stock of towels and bed sheets was donated to the Sri Lanka National Organisation of the Deaf Sports Club. The contribution was made during the organisation’s ‘Bak Maha Ulela’ (Avurudhu festival), held at the Nittambuwa Municipal Grounds in April 2013. Supporting Meth Mihira School for the differently abled The Inter Faith Society of Asian International School The school hosted a Christmas Party for the students of Meth Mihira School for Special Children in Ratmalana. The Cinnamon Grand stepped in to sponsor the snack packs and drink packs for these differently-abled children attending the party. 131 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 'Spreading Some Sunshine' to Under Privileged Children Donation of Avurudhu Lunch Packets to The Salvation Army Boys' Home The hotel provided a lunch time treat for 20 boys from the Salvation Army Boys’ Home in Rajagiriya during ‘Avurudhu’ (Sinhalese and Tamil New Year) season in April 2013. The Salvation Army Boys' Home is a shelter for destitute boys between the ages of 5 and 17 years, who are unable to return to their homes due to unavoidable domestic or legal circumstances. Although some of the children do return to their relatives during the season, in some unfortunate cases a few of the children have no place to return to and hence remain at the home. The lunch donation was to show support to these children for the New Year. Visits of Students from the School for the Deaf, Ratmalana The hotel’s training department and the associates gave the students of the Ratmalana School for the Deaf a ‘Grand Tour’ of the hotel with a special chocolate making experience that had the children entranced. A sumptuous lunch, entertainment and gifts completed the experience in keeping with the Grand’s endeavour of spreading a little sunshine. A Grand Day for Don Bosco Boys Cinnamon Grand continued with tradition and hosted the annual Christmas treat for the Don Bosco boy’s home, on the 09th December 2013. This year, 58 boys had a fun and eventful day with a twist to the usual programme, with the morning starting off with a 3D movie at the Majestic Cinema. Thereafter they had an outdoor picnic at a waterside site where they enjoyed boat rides on the Diyawanna Oya, played outdoor games and enjoyed a McDonald’s and KFC lunch! Mid-day consisted of a Colombo city tour on an open Double Decker bus, after which they came to Cinnamon Grand for the usual swim time in the hotel pool and the dinner at the Atrium and Christmas party at the Cedar Room. The party with a grand dinner buffet, DJ music, dancing, magic show, a special visit by Santa and Christmas gifts from General Manager Rohan Karr was a grand end to a grand day. A thank you to all volunteers who gave their time to ensure the kids had a memorable day. Community Schools Development Programme La-Salian Montessori Project at Modara The La-Salian Montessori has 145 students between 3-5 years and 6 teachers. The 'little school' is an attempt by La-Salian Foundation to give under privileged pre-schoolers an opportunity to learn and shine. However, due to the lack of adequate financial support, their personal progress is severely hindered. Efforts to uplift their learning environment prompted the hotel to improve the facilities. Having commenced in 2012, the project is an ongoing endeavour, with a five-year commitment window that would see Cinnamon Grand actively participate in the development of the school, in the years ahead as well. A team of volunteers from the Cinnamon Grand put aside their suits, coats and uniforms for a day to instead drape an apron, pick up a paint brush and play their part in adding a little colour to an otherwise bleak situation. The La-Salian Montessori, situated in a dismal nook for Modhara is school to 145 children between the ages of 3 and 5. These kids hail from the lowest of low income families, surviving amidst rampant crime and drug addiction in the area. The Montessori is their only escape from reality and their only chance at an education. Sustainability report contd. Cinnamon Grand embraced the challenge of making this Montessori a brighter place for the children, providing for a cheerful environment for them to learn in. With aerated sea creatures swimming around a whirly blue ocean, looming giraffes quizzically observing mocking monkeys swinging on tall trees, buzzing bees and breezy butterflies flying around lanky grass weeds, colourful flowers blossoming beautifully and letters of the alphabet dancing musingly, each wall was a carefully crafted masterpiece. The team also donated a sink for the children to wash their hands in the classroom as well as a fully tiled pantry counter, a bag and bottle rack and a linen donation. A gift of a variety of plants was made for the ‘ape wattha’ area, which was constructed as a flowering garden for the kids to appreciate. Cinnamon Grand carried out a threemonth reconstruction of the Montessori leading up to the painting day. The Grand works with developing the La Salian Montessori as part of its ‘spread a little sunshine’ CSR initiative, intended at striving to uplift the underprivileged communities in the country. Lending a Hand Donation to the Family of a Deceased Team Member In memory of the Chef Lalith Bandara funds were collected voluntarily by means of a donation form circulated amongst all management and other staff and was handed over to the family of late Chef Lalith Bandara. Chef Bandara, who passed away unexpectedly, will be remembered as a valued member of our team having served as a COMMI 2 at Cinnamon Grand’s kitchen. Donation of a Hand-rail to Associate Associate Chandana Krishanth, lost control over the movement of his right leg, due to sudden paralysis. Cinnamon Grand recognised his plight and donated a handrail, at a cost of Rs. 20,000, to be fitted to the stairway in his residence so as to make his ascent to his bedroom not only easier, but much safer. Until that time, Mr. Krishanth had to make his way upstairs aided by his wife, posing a risk to both parties. Cinnamon Grand saw his need, and came to his assistance to avert this potential peril with this much needed and greatly appreciated donation. Cancer Awareness Drive The Cinnamon Grand also donated linen including shirts, blouses, sarees, bed sheets, aprons, ties, jackets and table covers to the La-Salian Community and Education Service Centre (Modara). Donation to the Peter Weerasekara Children's Home The Cinnamon Grand donated old linen including discarded stewarding shirts, white shirts, blouses, saree blouses, ladies suits, aprons, trousers etc to the Peter Weerasekara Children's Home in Buthpitiya. This facility houses 82 children who have been orphaned or abandoned by their families. 132 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Donation to Mithuruwela Charity During Breast Cancer month in October pink ribbons were sold to associates and guests as a fund raising initiative. All proceeds raised through the sale of ribbons among hotel associates and the guests was donated to the Mithuruwela Charity for cancer support. Established by a group of cancer survivors in 2005, the Mithuruwela charity aims to provide awareness and a better understanding of cancer through the dissemination of information in print and other media and to facilitate activities that would help cancer patients and caregivers, in particular those from disadvantaged and marginalised communities. CCC Cancer Transit Home During the festive season, games and toys, stationary, books, batteries and seasonal toys were gifted to the children at the CCC House (Courage, Compassion and Commitment), which is a transit home for children suffering from cancer. Cinnamon Grand also provided dinner to 40 children and their parents at the CCC House. Donation of Breast Cancer Awareness Booklets Cinnamon Grand donated 75 Breast Cancer Awareness booklets to the La Salian Community and Education Service Centre (Modara). The booklets were developed by the hotel Marketing and Communications Department together with the National Cancer Programme. Other Community Support Initiatives Annual Lanka Alzheimer’s Foundation Memory Walk Cinnamon Grand continued with the annual sponsorship to the Lanka Alzheimer’s Foundation Memory Walk at the Angsana City Club and Spa complex with breakfast refreshments provided for all participants. Ceylon Bible Society Sale The Cinnamon Grand supported the Ceylon Bible Society’s annual charity fair, which was held at the Christian Reformed Church of Wellawatte. We donated four kilos of fruit cake for the event’s refreshment stall in our endeavour to support the cause of the bible society, of raising funds in order to uplift the lives of under privileged communities. Don Bosco Boys Home annual Christmas treat 58 boys from Don Bosco enjoying their annual Christmas indulgence at the Cinnamon Grand pool • Happy faces post the Diyawanna Lake boat experience • Singing along to the music; party at the Grand • The boys at the movies 133 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Sustainability report contd. The La-Salian Montessori project Enthusiastic volunteers of the Cinnamon Grand team after a full day of work recreating beautiful spaces for the kids • High poverty conditions the children live in, in Modara • Children enjoying the enhanced facilities and walls depicting sceneries of nature • The montessori before painting 134 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Cinnamon Lakeside Colombo Cinnamon Lakeside Colombo marked many renowned accomplishments in the year 2013 and maintained certifications from recognised bodies, demonstrating the commitment towards sustainable and responsible business practices. The following are the awards and certifications received endorsing our hotel’s product responsibility initiatives. ISO Certification The hotel was recertified for ISO 22000:2005 Food Safety Management System Standard for the third consecutive time in year 2013. This certification covers the hotel’s entire food manufacturing operations including materials, purchasing, stores, kitchens, stewarding, restaurants, bars, human resources, maintenance and waste disposal. OHSAS 18001 Our proactive measures to ensure health and safety in our workplace were recognised and we received certification for standards prescribed by OHSAS 18001, an international occupational health and safety management system. Crescentrating Singapore We have certification in place from Crescentrating Singapore, an international rating standard for Halal friendly travel services, upholding our responsibility towards meeting faith based needs of our guests. 135 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Green Globe This is a well acclaimed international certification programme for sustainable tourism, entailing 41 standard criteria and 137 compliance indicators. The certification programme lays emphasis on conserving energy and water resources, reducing operational costs, positively contributing to local communities and the environment. Having obtained the initial certification in 2010, our hotel continued to be compliant in the year to the mandatory standards and sought to better the score to be eligible for re-certification. After an on-line audit by Green Globe including a detailed evaluation of the submissions of our sustainability initiatives and measures adopted, our hotel was granted re-certification for the fourth year in succession, in effect, as the only Sri Lankan hotel thus far to do so. TripAdvisor LLC Cinnamon Lakeside was recognised by TripAdvisor, the world renowned internet based travel site with a Certificate of Excellence 2013 which is based on customers’ perspective, recognition reviews and feedback on the site. The hotel was ranked amongst the top ten island-wide in the TripAdvisor Travellers Choice Award. EU Switch-Asia Our initiatives and measures in energy, water and waste management were well recognised with a Merit Award at the EU Switch-Asia Greening Sri Lankan Hotels Awards 2013, implemented by the Ceylon Chamber of Commerce and supported by the European Union. Reporting Standards Cinnamon Lakeside was adjudged the ‘Bronze’ winner of the Hotel Sector Category at the Annual Report Awards 2013 conducted by the Institute of Chartered Accountants of Sri Lanka, signifying the excellence in presentation and disclosure of high quality, relevant, reliable and objective financial statements in accordance with the framework stipulated by the International Accounting Standards Board (IASB). City Naturalist Sponsorship Cinnamon Lakeside Colombo also supported Cinnamon Nature Trails to launch an edutainment programme for children - ‘City Naturalist Award’ in May 2013. This award designed to inspire children on studying and conserving biodiversity in the city of Colombo was conducted by leading experts in the field of ecotourism. The programme encompassed a three pronged approach - lessons in flora and fauna found in the city, study of birds and butterflies and assessed nature walks. Participants received a City Naturalist Award and Badge along with immense exposure to enhance skills in team work, leadership, creativity, photography, public speaking and communication skills. 25 children participated in this programme which spanned 3 days. Sustainability report contd. Cinnamon Lakeside Colombo World Environment Day Cinnamon Lakeside Colombo commemorated World Environment Day by dedicating the month to sustainable initiatives. In this vein, an awareness programme on ‘Protecting the Environment for the Future Generations’ was organised on 11th June 2013. The programme was facilitated by Dr. Waruna Fernando, a world renowned expert on environmental management systems which disseminated information and long term solutions on common waste related issues. This was attended by 350 students from five neighbouring schools: T.B. Jaya Maha Vidyalaya, Saripuththa Maha Vidyalaya, Al Iqbal Balika Maha Vidyalaya, Holy Rosary Sinhala School and Holy Rosary Tamil School together with 100 students from the Sri Lanka Institute of Tourism and Hotel Management. Uplifting the Community Vocational Training Programme As a key CSR initiative in collaboration with the John Keells Foundation, we commenced our vocational training programme targeting school leavers, primarily from the neighbouring schools. As the first step, the internship opportunities were provided to five school leavers from neighbouring schools with a view to providing them the foundation needed to jump-start their careers after having completed their O/Ls. The two interns who completed the internship successfully are currently serving the Hotel under the purview of the Engineering Department. 136 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Children's Day As part of this project and celebrating the Children’s Day in Sri Lanka on 1st October 2013, our CSR team led by the General Manager invited 60 students from multiethnic and religious backgrounds from the neighbouring schools for a workshop organised at the hotel; Al Iqbal Balika Vidyalaya, T.B. Jayah Maha Vidyalaya and Sri-Sariputhra Maha Vidyalaya. The objective of this initiative was to give the students an exposure to the hospitality industry, inculcate career planning and motivate them to be responsible and respectful future leaders. Cinnamon Lakeside projects CSR project for Balagolla Maha Vidyalaya in Mahiyangana • Children’s Day programme for neighborhood schools • Receiving the award at EU Switch Asia Greening Sri Lanka Hotels • Awareness programme for school children on World Environment Day, conducted by Dr. Waruna Fernando 137 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Financial Calender 2013/14 Interim Reports 1st Quarter - 30th July 2013 2nd Quarter - 29th October 2013 3rd Quarter - 24th January 2014 Annual Reports 2012/13 - 23rd May 2013 2013/14 - 28th May 2014 Meetings 19th Annual General Meeting - 24th June 2013 20th Annual General Meeting - 27th June 2014 Dividends Final Dividend of Rs. 3/- per Share for the year 2012/13 was paid on 14th June 2013 Interim Dividend of Rs. 1/- per Share for the year 2013/14 was paid on 10th January 2014 Financial statements report of the Audit Committee Role of the Committee The role of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities for the integrity of the Financial Statements of the Company, the internal control and risk management systems of the Company and its compliance with legal and regulatory requirements, the external auditors’ performance and independence and the adequacy and performance of the internal audit function, which at John Keells is termed Group Business Process Review Division (Group BPR). This is detailed in the terms of reference of the Committee which has been approved by the Board and is reviewed annually. Composition of the Committee and Meetings The Audit Committee comprised of three Non-Executive Independent Directors. The Chairman of the Audit Committee and another member of the Committee are Chartered Accountants while the other member of the Committee has a specialist financial background. All NonExecutive Directors satisfy the criteria for independence as specified in the Standards on Corporate Governance for listed Companies issued by the Securities and Exchange Commission of Sri Lanka. The Audit Committee reports directly to the Board. The individual and collective financial and hotel industry specific knowledge, business experience and independence of members are brought to bear on all matters, which fall within the committee’s purview. The Director Finance of the Hotel sector served as the Secretary to the Audit Committee. The President of the Property Group of John Keells Holdings, General Manager of Cinnamon Grand, Sector Financial Controllers of Property and Hotels Sectors 140 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 together with the Head of Group Business Process Review of John Keells Holdings PLC, attend Audit Committee meetings by invitation. Outsourced Internal Auditors, PricewaterhouseCoopers (Pvt) Ltd., and Independent External Auditors KPMG are required to attend meetings on a regular basis. The Audit Committee held four (4) meetings during the financial year. Information on the attendance at these meetings is given under Corporate Governance on page 59. In addition, the Chairman of the Committee met the Internal and External Auditors and in house personnel, as necessary, to strengthen guidance and oversight related to Audit Committee matters. The effectiveness of the Committee is evaluated annually by each member of the Committee and the results are communicated to the Board. The activities and views of the Committee have been communicated to the Board of Directors quarterly through verbal briefings and by tabling the minutes of the Committee’s meeting. Financial Reporting The Audit Committee has reviewed and discussed the Company’s quarterly and annual Financial Statements prior to publication with the management and external auditors, including the extent of compliance with International Financial Reporting Standards(IFRS) adopted locally as Sri Lanka Financial Reporting Standards(SLFRS), LKAS the adequacy of disclosures required by other applicable laws, rules and guidelines. The Committee has also regularly discussed the operations of the Company and its future prospects with management and is satisfied that all relevant matters have been taken into account in the preparation of the Financial Statements. Internal Audit, Risks and Controls PricewaterhouseCoopers (Pvt) Ltd continued to serve as the Outsourced Internal Auditors of the Company, and the audit plans and scope of work were formulated in consultation with the John Keells Group Business Process Review (Group BPR) Division and approved by the Committee. The main focus of the Internal Audit was to provide independent assurance on the overall system of internal controls, risk management and governance, by evaluating the adequacy and effectiveness of internal controls, and compliance with laws and regulations and established policies and procedures of the company. During the year, reports were received by the Committee from the Outsourced Internal Auditors, which were reviewed and discussed with management, the Outsourced Internal Auditors and the John Keells Group BPR Division. The recommendations of the Internal Auditors have been followed up and are being implemented. The Audit Committee has also reviewed the processes for the identification, evaluation and management of all significant operational risks faced by the Company. The most significant operational risks and the remedial measures taken to mitigate them have been reviewed with the management and the John Keells Group Sustainability and Enterprise Risk Management division. Formal confirmations and assurances have been received from senior management on a quarterly basis regarding the efficacy and status of the internal control systems and risk management systems, and compliance with applicable laws and regulations. The Committee reviewed the whistleblowing arrangements for the Company which is in line with the group arrangements. External Audit The External Auditors’ letter of engagement, including the scope of the audit, was reviewed and discussed by the Committee with the external auditors and management prior to the commencement of the audit. The External Auditors kept the Committee advised on an on-going basis regarding any unresolved matters of significance. Before the conclusion of the audit, the Committee met with the External Auditors to discuss all audit issues and agree on their treatment. The Committee also met the External Auditors, without the management being present, prior to the finalisation of the Financial Statements. The Audit Committee is satisfied that the independence of the External Auditors has not been impaired by any event or service that gives rise to a conflict of interest. Due consideration has been given to the level of audit and non-audit fees received by the External Auditors from the John Keells Group and confirmation has been received from the External Auditors of their compliance with the independence criteria given in the Code of Ethics of the Institute of Chartered Accountants of Sri Lanka. The performance of the External Auditors has been evaluated and discussed with the senior management of the Company, and the Committee has recommended to the Board that KPMG be re-appointed as the External Auditors of Asian Hotels 141 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 and Properties PLC for the financial year ending 31st March 2015, subject to approval by the shareholders at the Annual General Meeting. Conclusion Based on the reports submitted by the External Auditors and the Outsourced Internal Auditors of the Company, the assurances and certifications provided by the senior management, and the discussions with management and the auditors both at formal meetings and informally, the Committee is of the view that the control environment within the Company is satisfactory and provides reasonable assurance that the financial position of the Company is adequately monitored and its assets are safeguarded. C.J.L. Pinto Chairman of the Audit Committee 28th May 2014 Statement of Directors' responsibility The responsibility of the Directors in relation to the Financial Statements is set out in the following statement and should be read in conjunction with the Report of the Auditors. The responsibility of the Auditors, in relation to the Financial Statements prepared in accordance with the provisions of the Companies Act No. 7 of 2007, is set out in the Report of the Auditors. • Provide the information required by and otherwise comply with the Companies Act and the Listing Rules of the Colombo Stock Exchange. As per the provisions of the Companies Act No. 7 of 2007, the Directors are required to prepare for each financial year and place before a general meeting, Financial Statements which comprise of: Furthermore, the Directors have a responsibility to ensure that the Company maintains sufficient accounting records to disclose, with reasonable accuracy, the financial position of the Company and of the Group. • The Income Statement and Statement of Comprehensive Income of the Company and of the Group, which present a true and fair view of the profit and loss of the Company and of the Group for the respective financial year; • A Statement of the Financial Position, which presents a true and fair view of the state of affairs of the Company and of the Group as at the end of the financial year. The Directors confirm that the Financial Statements: • have been prepared using appropriate accounting policies which have been selected and applied in a consistent manner, and material departures, if any, have been disclosed and explained; and • have been presented in accordance with the Sri Lanka Accounting Standards (SLFRS/LKAS) and that reasonable and prudent judgments and estimates have been made so that the form and substance of transactions are properly reflected; and 142 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 The Directors are of the view that the Company has adequate resources to continue in operation to justify applying the going concern basis in preparing these Financial Statements. Financial Statements covering Contingent Liabilities. Moreover, as required by Section 56 (2) of the Companies Act No. 7 of 2007, the Board of Directors have confirmed that the Company, satisfies the Solvency Test immediately after the distribution, in accordance with Section 57 of the Companies Act No. 7 of 2007, and have obtained a certificate from the Auditors, prior to declaring a Final Dividend of Rs. 3/- per share for the year ended 31st March 2014, to be paid on 18th June 2014. By Order of the Board The Directors have also taken all reasonable steps to safeguard the assets of the Company and of the Group and in this regard to give proper consideration to the establishment of appropriate internal control systems with a view to preventing and detecting fraud and other irregularities. Keells Consultants (Private) Limited Secretaries 28th May 2014 The Directors are required to prepare the Financial Statements and to provide the Auditors with every opportunity to undertake whatever steps and inspections that may be considered as appropriate to enable them to give their audit opinion. The Directors are of the view that they have discharged their responsibilities in this regard. Compliance Report The Directors confirm that, to the best of their knowledge, all taxes, duties and levies payable by the Company all contributions, levies and taxes payable on behalf of and in respect of the employees of the Company and all other known statutory dues as were due and payable by the Company as at the Balance Sheet date have been paid or provided for, except as specified in Note 38 to the Independent auditors' report TO THE SHAREHOLDERS OF ASIAN HOTELS AND PROPERTIES PLC Report on the Financial Statements We have audited the accompanying financial statements of Asian Hotels and Properties PLC (“the Company”) and the consolidated financial statements of the Company and its subsidiary (“the Group”), which comprise the statement of financial position as at March 31, 2014, the statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information set out from pages 150 to 185 of the annual report. Management’s 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. 143 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 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 policies 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, 2014, and the financial statements give a true and fair view of the financial position of the Company as at March 31, 2014, and of its financial performance and its cash flows for the year then ended in accordance with Sri Lanka Accounting Standards. In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Company and its subsidiary dealt with thereby as at March 31, 2014, and of its financial performance and its 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 Sections 153(2) to 153(7) of the Companies Act No. 07 of 2007. Chartered Accountants Colombo 28th May 2014 Income Statement GroupCompany For the year ended 31st March 2014 2013 2014 2013 Page No. NoteRs.’000Rs.’000Rs.’000Rs.’000 Revenue 1585 8,256,1497,890,9785,316,6865,050,755 Cost of Sales (3,231,076)(3,067,561)(2,087,622)(1,986,177) Gross Profit 5,025,0734,823,4173,229,0643,064,578 Dividend Income 158 6 Other Operating Income 158 7 Distribution Expenses Administrative Expenses Other Operating Expenses -- 273,493234,422 75,54671,30862,26159,074 (207,964)(176,620)(118,633)(96,826) (1,776,265)(1,644,638)(1,126,839)(1,042,943) (640,246)(565,991)(386,207)(334,173) Results from operating activities 2,476,1442,507,4761,933,1391,884,132 Finance Cost 158 8 Finance Income 158 9 Net Finance Income Change in Fair Value of Investment Property 164 16 (3,287)(455) (3,249)(359) 305,042312,020249,783247,187 301,755311,565246,534246,828 268,564517,210268,564228,500 Profit Before Tax 15910 3,046,4633,336,2512,448,2372,359,460 Income Tax Expenses 159 11 (227,952)(238,865) (69,025)(67,323) Profit for the Year 2,818,5113,097,3862,379,2122,292,137 Attributable to: Equity Holders of the Parent 2,397,9462,494,2962,379,2122,292,137 Non-controlling Interest 420,565603,090 - 2,818,5113,097,3862,379,2122,292,137 Rs.Rs.Rs.Rs. Earnings Per Share Dividend Per Share 160125.425.635.375.18 161134.004.004.004.00 Figures in brackets indicate deductions. The accounting policies and notes as set out in pages 150 to 185 form an integral part of these Financial Statements. 144 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Statement of Comprehensive Income GroupCompany For the year ended 31st March 2014 2013 2014 2013 Rs.’000Rs.’000Rs.’000Rs.’000 Profit for the Year 2,818,5113,097,3862,379,2122,292,137 Other comprehensive income Revaluation of land and buildings Re-measurement gain/(loss) on defined benefit Plans Deferred Tax effect on Revaluation Other comprehensive income for the year, net of tax Total comprehensive income for the year, net of tax -6,242,265 -5,842,595 (4,860)- (3,768)- (47,960) - (4,860)6,194,305 (3,768)5,842,595 2,813,6519,291,6912,375,4448,134,732 Attributable to: Equity holders of the parent 2,393,7048,489,568 Non-controlling interests 419,947802,123 2,813,6519,291,691 Figures in brackets indicate deductions. The accounting policies and notes as set out in pages 150 to 185 form an integral part of these Financial Statements. 145 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Statement of Financial position GroupCompany As at 31st March2014201320142013 Page No. NoteRs.’000Rs.’000Rs.’000Rs.’000 ASSETS Non Current Assets Property, Plant and Equipment 161 14 Lease Hold Property 163 15 Investment Property 164 16 Intangible Assets 165 17 Investment in Subsidiary 165 18 Other Non Current Financial Assets 166 20 Other Non Current Assets 167 21 Total Non current Assets 18,511,38518,308,98315,053,59815,029,139 818,664831,068 - 3,904,5143,618,7502,146,2641,860,500 5,2658,5171,0021,062 - - 660,045660,045 17,02719,21511,39112,339 4,7863,3573,2642,953 23,261,64122,789,89017,875,56417,566,038 Current Assets Inventories 16722 121,019135,186 85,146102,154 Trade and Other Receivables 167 24 476,374523,956241,925290,696 Amounts Due from Related Parties 173 34.1 48,86334,65934,71720,136 Other Current Assets 168 25 88,232169,489 47,48292,914 Short Term Investments 168 26 3,134,1942,715,7982,647,2692,155,924 Cash In Hand and at Bank 430,541407,409289,804307,569 Total Current Assets 4,299,2233,986,4973,346,3432,969,393 Total Assets 27,560,86426,776,38721,221,90720,535,431 EQUITY & LIABILITIES Equity attributable to equity holders of the parent Stated Capital 16827 3,345,1173,345,1173,345,1173,345,117 Revenue Reserves 7,880,0707,242,0606,391,2875,782,448 Other Components of Equity 168 28 11,112,84911,110,29010,612,10110,602,127 Equity attributable to equity holders 22,338,03621,697,46720,348,50519,729,692 Non-controlling Interest 3,449,5093,425,692 - Total Equity 25,787,54525,123,15920,348,50519,729,692 Non Current Liabilities Deferred Tax Liabilities 17029 337,411329,313 - Employee Benefit Liabilities 171 30 221,234194,097114,66496,071 Other Non Current Liabilities 172 31 -1,416 - Total Non Current Liabilities 558,645524,826114,66496,071 Current Liabilities Trade and Other Payables 173 32 736,713654,530513,915466,393 Amounts Due to Related Parties 173 34.2 87,34187,64360,90458,377 Income Tax Liabilities 58,31865,252 - Other Current Liabilities 173 33 202,222158,294107,80361,793 Bank Overdrafts 130,080162,683 76,116123,105 Total Current Liabilities 1,214,6741,128,402 758,738709,668 Total Liabilities 1,773,3191,653,228 873,402805,739 Total Equity and Liabilities 27,560,86426,776,38721,221,90720,535,431 I certify that the Financial Statements comply with the requirements of the Companies Act No. 7 of 2007. Sunil Peiris Sector Financial Controller The Board of Directors is responsible for the preparation and presentation of these Financial Statements. A.D. Gunewardene J.R.F. Peiris DirectorDirector The accounting policies and notes as set out in pages 150 to 185 form an integral part of these Financial Statements. 28th May 2014 146 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Statement of Cash Flow GroupCompany For the Year Ended 31st March 2014 2013 2014 2013 NoteRs.’000Rs.’000Rs.’000Rs.’000 CASH FLOWS FROM OPERATING ACTIVITIES Operating Profit before Working Capital Changes A 3,019,8113,054,0491,971,040 1,995,201 (Increase)/Decrease in Inventories Decrease in Trade and Other Receivables (Increase)/Decrease in Amounts Due from Related Parties Decrease in Other Current Assets Increase/(Decrease) in Trade and Other Payables Increase/(Decrease) in Amounts Due to Related Parties Increase in Other Current Liabilities 14,158 (26,508) 17,009(28,583) 39,16967,01047,509 47,511 (14,203)11,970(14,581)8,091 81,2573,573 45,43338,714 82,182 (201,497) 47,522(149,325) (302)3,329 2,5261,685 43,94834,45646,0126,903 Cash Generated from Operations 3,266,020 2,946,382 2,162,4701,920,197 Finance Income Received 305,042312,020249,783247,187 Finance Cost Paid (3,287)(455) (3,249)(359) Dividend Received -- 273,493 234,422 Tax Paid (226,787)(217,449) (69,025)(67,323) Gratuity Paid (18,415)(44,062) (7,344)(32,924) Net Cash Flow from Operating Activities 3,322,573 2,996,436 2,606,1282,301,200 CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES Purchase/Transfers and Construction of Property, Plant and Equipment (673,031)(489,098)(300,645)(283,257) Addition to Work-in-Progress -(3,897) -(3,897) Addition/Transfers to Investment Property (17,200)- (17,200)Addition/Transfers to Intangible Assets (622)(1,586) (299)(274) Proceeds from Sale of Property, Plant & Equipment 10,319 15,296 3,0497,105 Proceeds from/(Repayment of) Other Assets (Net) 759 22,561 637(2,033) Net Cash Flow Used in Investing Activities (679,775)(456,724)(314,458)(282,356) CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES Dividend Paid to Equity Holders of Parent (1,771,101)(2,213,876)(1,771,101)(2,213,876) Dividend paid to shareholders with non-controlling interest (396,130)(339,540) -Repayment of Long Term Borrowings (1,436)(1,436) -Net Cash Flow Used in Financing Activities (2,168,667)(2,554,852)(1,771,101)(2,213,876) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 474,131(15,140) 520,569(195,032) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 2,960,5242,975,6642,340,3882,535,420 CASH AND CASH EQUIVALENTS AT THE END 3,434,655 2,960,524 2,860,9572,340,388 ANALYSIS OF CASH AND CASH EQUIVALENTS Favorable Balances Cash and Bank Short Term Investments 430,541407,409289,804307,569 3,134,1942,715,7982,647,2692,155,924 Unfavorable Balances Bank Overdrafts (130,080)(162,683) (76,116)(123,105) Total Cash and Cash Equivalents 3,434,6552,960,5242,860,9572,340,388 A. Operating Profit before Working Capital Changes Profit before Tax 3,046,4633,336,2512,448,2372,359,460 Adjustments for: Finance Income (305,042)(312,020)(249,783)(247,187) Dividend Income -- (273,493)(234,422) Finance Cost 3,287455 3,249359 Change in Fair Value of Investment Property (268,564)(517,210)(268,564)(228,500) Depreciation of Property, Plant and Equipment 455,964412,314266,153244,784 (Profit)/Loss on Disposal of Property, Plant & Equipment 4,346(191) 6,9824,865 Amortisation of Leasehold Properties 12,40412,404 - Amortisation of Intangible Assets 3,874 5,259 359585 Provision for Doubtful Debts 8,413 7,935 1,2617,524 Gratuity Charge and Related Costs 40,692 29,463 22,16919,444 Project Costs -68,289 -68,289 Share Based Payment Expenses 17,966- 14,470 Provision made on slow moving inventory 87,174 - Insurance Claim Receivables -3,926 - 3,019,8113,054,0491,971,0401,995,201 Figures in brackets indicate deductions. The accounting policies and notes as set out in pages 150 to 185 form an integral part of these Financial Statements. 147 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Statement of Changes In Equity Attributable to Equity Holders of the Parent Other Non StatedRevaluation Capital Retained controlling Total CapitalReserveReserveEarnings Total interest Equity GROUP Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000 As at 1st April 2012 3,345,1175,143,193 -6,490,690 14,979,0002,963,109 17,942,109 Profit for the year - - - 2,494,296 2,494,296 603,090 3,097,386 Other Comprehensive Income -5,995,272 - -5,995,272 199,0336,194,305 Total Comprehensive Income -5,995,272 -2,494,2968,489,568 802,1239,291,691 Transferred to Revenue Reserve (Note a) - (13,418) - 13,418 - - Transferred to Revenue Reserve (Note b) - (14,757) - 14,757 - - Final Dividend Paid - 2011/2012 - - - (1,328,326) (1,328,326) - (1,328,326) Interim Dividend Paid - 2012/2013 - - - (442,775) (442,775) - (442,775) Subsidiary dividend to Minority Shareholders - 2011/2012 (226,360) (226,360) Subsidiary dividend to Minority Shareholders - 2012/2013 ----- (113,180) (113,180) As at 31st March, 2013 3,345,11711,110,290 - 7,242,06021,697,467 3,425,69225,123,159 As at 1st April 2013 3,345,11711,110,290 - 7,242,06021,697,467 3,425,69225,123,159 Profit for the year - - - 2,397,946 2,397,946 420,565 2,818,511 Other Comprehensive Income - - - (4,242) (4,242) (618) (4,860) Total Comprehensive Income - - -2,393,7042,393,704 419,9472,813,651 Transferred to Revenue Reserve Note (a) - (4,496) - 4,496 - - Transferred to Revenue Reserve (Note b) - (10,911) - 10,911 - - Share Based Payments (Note 28.4) - - 17,966 - 17,966 - 17,966 Final Dividend Paid - 2012/2013 - - - (1,328,326) (1,328,326) - (1,328,326) Interim Dividend Paid - 2013/2014 - - - (442,775) (442,775) - (442,775) Subsidiary dividend to Minority Shareholders - 2012/2013 ----- (226,360) (226,360) Subsidiary dividend to Minority Shareholders - 2013/2014 ----- (169,770) (169,770) As at 31st March 2014 3,345,11711,094,883 17,966 7,880,07022,338,036 3,449,50925,787,545 Note (a) According to the Sri Lanka Accounting Standard - 16 "Property, Plant and Equipment", the Revaluation Surplus included in the Equity can be transferred to Retained Earnings when the surplus is realised. Accordingly, the surplus realised amounting to Rs. 4.49 Mn (Rs. 13.41 Mn in 2013) has been transferred directly to Retained Earnings as at the reporting date. Note (b) According to the Sri Lanka Accounting Standard - 16 "Property, Plant and Equipment", when the revalued asset is used by an entity, the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset's original cost is transferred from revaluation surplus to retained earnings amounting to Rs.10.91 Mn. (Rs.14.75 Mn in 2013). Figures in brackets indicate deductions. The accounting policies and notes as set out in pages 150 to 185 form an integral part of these Financial Statements. 148 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Other StatedRevaluation Capital Retained Total CapitalReserveReserveEarnings Equity COMPANYRs.’000Rs.’000Rs.’000Rs.’000Rs.’000 As at 1st April, 20123,345,1174,772,950 -5,247,994 13,366,061 Profit for the year - - - 2,292,137 2,292,137 Other Comprehensive Income- 5,842,595-- 5,842,595 Total Comprehensive Income -5,842,595 -2,292,1378,134,732 Transferred to Revenue Reserve Note (a) - (13,418) - 13,418 Final Dividend Paid - 2011/2012 - - - (1,328,326) (1,328,326) Interim Dividend Paid - 2012/2013 - - - (442,775) (442,775) As at 31st March, 2013 3,345,11710,602,127 - 5,782,44819,729,692 As at 1st April, 2013 3,345,11710,602,127 - 5,782,44819,729,692 Profit for the year 2013/2014 - - - 2,379,212 2,379,212 Other Comprehensive Income--- (3,768) (3,768) Total Comprehensive Income--- 2,375,444 2,375,444 Transferred to Revenue Reserve Note (a) - (4,496) - 4,496 Share Based Payments (Note 28.5) - - 14,470 - 14,470 Final Dividend Paid - 2012/2013 - - - (1,328,326) (1,328,326) Interim Dividend Paid - 2013/2014 - - - (442,775) (442,775) As at 31st March, 2014 3,345,11710,597,631 14,470 6,391,28720,348,505 Note (a) According to the Sri Lanka Accounting Standard - 16 “Property, Plant and Equipment”, the Revaluation surplus included in the Equity can be transferred to Retained Earnings when the surplus is realised. Accordingly, the surplus realised amounting to Rs. 4.49 Mn (Rs. 13.41 Mn in 2013) has been transferred directly to Retained Earnings as at the reporting date (Refer Note No 28 on page 168 for details). Figures in brackets indicate deductions. The accounting policies and notes as set out in pages 150 to 185 form an integral part of these Financial Statements. 149 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notes To The Financial Statements 1. REPORTING ENTITY Asian Hotels and Properties PLC is a public limited liability Company incorporated and domiciled in Sri Lanka and listed on the Colombo Stock Exchange. The registered office and principal place of business of the company is located at No.77, Galle Road, Colombo 03. The consolidated financial statements of the Company as at and for the year ended 31st March 2014 comprise the financial information of the Company and its subsidiary; Trans Asia Hotels PLC (together referred to as the ‘Group’ and individually as ‘Group entities’). The principal activities of the Company and the Group during the year were hoteliering and property development. There were no significant changes in the nature of the principal activities of the Company and the Group during the financial year under review. The Group had 2,089 (2,067 in 2013) employees and the Company had 1,234 (1,225 in 2013) employees as at the Balance Sheet date. 2. BASIS OF PREPARATION (a) Statement of compliance The Financial Statements of the Company and the Group comprise the statements of financial position, income, comprehensive income, changes in equity and cash flows together with the notes to the Financial Statements. The consolidated Financial Statements have been prepared in accordance with Sri Lanka Accounting Standards (LKAS/SLFRS) laid down by the Institute of Chartered Accountants of Sri Lanka and the requirements of Companies Act No. 7 of 2007. The Consolidated Financial Statements were authorised for issue by the Board of Directors on 28th May 2014. (b) Bases of Measurement The Financial Statements have been prepared on an accrual basis and under the historical cost convention except for followings. ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 • • • • • • Freehold Land and Buildings which are measured at cost, at the time of acquisition are subsequently recognised at revalued amounts, less accumulated depreciation and impairment cost if any. Investment properties are stated at fair values. Defined benefit obligations are measured at its present value, based on an actuarial valuation as explained in Note 30. Staff loans are stated at amortised cost. (c) Presentation and Functional Currency The Consolidated Financial Statements are presented in Sri Lankan Rupees. Each entity in the Group uses the currency of the primary economic environment in which they operate as their functional currency. All values are rounded to the nearest rupees thousand (Rs.’000) except when otherwise indicated. (d) Use of estimates and judgments The preparation of the consolidated financial statements in conformity with LKAS/SLFRS requires management to make judgments, Estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected Judgments made by management in the application of LKAS/SLFRs that 150 have a significant effect on the Financial Statements are mentioned below. • • Valuation of Property, Plant and Equipment-Note (d) Valuation of investment propertyNote (f) Deferred taxation - Note (s) (ii) Defined Benefit Plans- Note (k) (ii) 3. COMPARATIVE INFORMATION The presentation and classification of the financial statements of the previous years have been amended, where relevant for better presentation and to be comparable with those of the current year. 4. ACCOUNTING POLICIES The Accounting Policies set out below have been applied consistently to all periods presented in the financial statements of the Company and the Group unless otherwise indicated. (a) Basis of consolidation (i) Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date - i.e. when control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. (ii) Non-controlling interests For each business combination, the Group elects to measure any noncontrolling interests in the acquiree either: • • At fair value; or At their proportionate share of the acquiree’s identifiable net assets, which are generally at fair value. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners. Adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. (iii)Subsidiaries Subsidiaries are those enterprises controlled by the parent. Control exists when the parent has the power, directly or indirectly to govern the financial and operating policies of an enterprise. Subsidiaries are controlled from the date the parent obtains control until the date that control ceases. Asian Hotels and Properties PLC has the power to directly govern the financial and operating policies of Trans Asia Hotels PLC, accordingly the entity is considered as a subsidiary of Asian Hotels and Properties PLC. The total profits and losses for the year, of the Company and of its Subsidiaries included in consolidation and all assets and liabilities of the Company and of its Subsidiaries included in consolidation are shown in the consolidated statements of Income, other comprehensive income and financial position respectively. Minority interests which represents the portion of profit or loss and net assets not held by the Group, are presented separately in the consolidated income statement and within equity in the consolidated Statement of financial position, separately from parent shareholders’ equity. The consolidated cash flow statement includes the cash flows of the Company and its Subsidiaries. (iv) Loss of control On the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured 151 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 at fair value at the date that control is lost. Subsequently that retained interest is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained. (v) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the Consolidated Financial Statements. (b) Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit or loss. (c) (i) Financial instruments Financial assets Initial recognition and measurement Financial assets within the scope of LKAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company and the Group determine the classification of its financial assets at initial recognition. All financial assets are recognised initially at fair value plus, in the case of assets not at fair value through profit or loss, directly attributable transaction costs. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that the Company and the Group commit to purchase or sell the asset. Financial Assets could be categorised into four categories, namely • • • • Fair value through profit and loss Available for sale Held to maturity Loans and receivables However, as at each reporting date, the Company and the Group hold on only the financial assets categorised as ‘loans and receivables’. The Company and the Group initially recognise such loans and receivables on the date that they are originated. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when the Company and the Group have a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. Notes To The Financial Statements contd. Subsequent measurement The subsequent measurement of financial assets depends on their classification and the Company and the Group only hold financial assets categorised as loans & receivables. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate method (EIR), less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the income statement. The losses arising from impairment are recognised in the income statement in finance costs. De-recognition A financial asset is de-recognised when: • The rights to receive cash flows from the asset have expired • The Company and the Group have transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass through’ arrangement; and either a) The Company and the Group have transferred substantially all the risks and rewards of the asset, or (b) The Company and the Group have neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. 152 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 When the Company and the Group have transferred its rights to receive cash flows from an asset or has entered into a pass through arrangement, and has neither transferred nor retained substantially all of the risks and rewards of the asset nor transferred control of it, the asset is recognised to the extent of the Company and the Group’s continuing involvement in it. In that case, the Company and the Group also recognise an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company and the Group have retained (ii) Financial liabilities Initial recognition and measurement Financial liabilities within the scope of LKAS 39 are classified as financial liabilities at fair value through profit or loss, other financial liabilities, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company and the Group determine the classification of its financial liabilities at initial recognition. When a financial liability is recognised initially, an entity shall measure it at its fair value plus, in the case of a financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of financial liability. The Company and the Group classify financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent measurement The measurement of financial liabilities depends on their classification and the Company and the Group only hold financial liabilities categorised as other financial liabilities. Other liabilities After initial recognition, other liabilities are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the effective interest rate method (EIR) amortisation process.Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in the income statement. De-recognition A financial liability is de-recognised when the obligation under the liability is discharged or canceled or expires.When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the income statement. (iii) Fair value measurement The management assessed that cash at bank and short-term deposits, trade receivables, trade payables, bank overdrafts and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. (d) Property, Plant, and Equipment Basis of Recognition Property, plant and equipment are recognised if it is probable that future economic benefits associated with the asset will flow to the company and the cost of the asset can be reliably measured. income reduces the amount accumulated in equity under the heading of revaluation surplus. Basis of measurement All items of Property, Plant and Equipment are initially recorded at cost. Where items of property, plant and equipment are subsequently revalued, the entire class of such assets is revalued at fair value. The Group applies cost model to property, plant and equipment except for land and buildings and records at cost of purchase or construction together with any incidental expenses thereon less accumulated depreciation and any accumulated impairment losses. The carrying values of Property Plant and Equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The revaluation surplus included in equity in respect of an item of property, plant and equipment may be transferred directly to retained earnings when the asset is derecognised. The Group applies the re-valuation model to land and buildings. The Group has adopted a policy of revaluing assets every five years. If an asset's carrying amount is increased as a result of a revaluation, the increase shall be recognised in other comprehensive income and accumulated in equity under the heading of revaluation surplus. However, the increase shall be recognised in profit or loss to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss. If an asset's carrying amount is decreased as a result of a revaluation, the decrease shall be recognised in profit or loss. However, the decrease shall be recognised in other comprehensive income to the extent of any credit balance existing in the revaluation surplus in respect of that asset. The decrease recognised in other comprehensive 153 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 De-recognition An item of property, plant and equipment are de-recognised upon replacement, disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de-recognition of the asset is included in the income statement in the year the asset is derecognised. Depreciation Depreciation is calculated by using a straight-line method on the cost or valuation of all property, plant and equipment, other than freehold land, in order to write off such amounts over the estimated useful economic life of such assets. The estimated useful life of assets is as follows: Asset Class Years Buildings75 Plant and Machinery 10-20 Motor Vehicles 4-10 Floating Restaurant 18 Furniture, Fittings and Equipment 5-15 Computers5 Base Stock/Circulating Assets 3-10 The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each financial year end. Buildings of the subsidiary are depreciated using reducing balance method in order to depreciate over the balance lease period of 66 years. Depreciation of an assets ceases at the earlier of the date that the asset is classified as held for sale and the date that asset is de-recognised. (e) Leasehold property Prepaid lease rentals paid to acquire land use rights are amortised over the lease term in accordance with the pattern of benefits provided. Leasehold property comprising of land use rights and stated at valuation, are amortised on a straight line basis over the remaining lease term. Trans Asia Hotels PLC - The leasehold land is for 99 years commencing 7th August 1981 and is being amortised over a period of 94 years commencing from 1st April 1986. (f) Investment properties Basis of Recognition Investment properties are initially recognised at cost. Subsequent to initial recognition the Investment Properties are stated at fair value, which reflects market conditions at the Statement of Financial Position date. Basis of Measurement Investment properties are revalued where necessary to ensure that the carrying amount does not differ materially from fair values at the Balance Sheet date, and are revalued at least once in three years. Gains or losses arising from changes in fair value are included in the profit or loss in the year in which they arise. Investment Properties are de-recognised when disposed of, or permanently withdrawn from use because no future economic benefits are expected. Any gains or losses on retirement or disposal are recognised in profit or loss in the year of retirement or disposal. Transfers are made to and from Investment Property only when there is a change in use in accordance with the criteria listed in Sri Lanka Accounting Standard 40 “Investment Property” (LKAS 40). Notes To The Financial Statements contd. (g) Intangible assets An intangible asset is an identifiable non monitory asset without physical substance held for use in the production or supply goods or other services, rental to others or for administrative purposes. An intangible asset is initially recognised at cost, if it is probable that future economic benefit will flow to the enterprise, and the cost of the asset can be measured reliably. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. (i) Computer software All computer software costs incurred, licensed for use by the Group, which are not integrally related to associated hardware, which can be clearly identified, reliably measured and it’s probable that they will lead to future economic benefits, are included in the Financial Position under the category intangible assets and carried at cost less accumulated amortisation and any accumulated impairment losses. (ii)Amortisation Intangible assets with finite lives are amortised over the estimated useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. Intangible assets are amortised on a straight line basis in the Income Statement from the date on which the asset was available for use, over the best estimate of its useful life. The estimated useful life of software is 5 years. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Amortisation shall cease at the earlier of the date that the asset is classified as held for sale or the date that asset is derecognised. 154 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 (iii)De-recognition An intangible asset is de-recognised on disposal or when no future economic benefits are expected from its use and subsequent disposal. (h)Inventories Inventories are valued at the lower of cost and net realisable value. Net realisable value is the estimated selling price less estimated costs of completion and the estimated costs necessary to make the sale. (i) Cash and Cash Equivalents Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and shortterm deposits with a maturity of three months or less. For the purpose of the cash flow statement, cash and cash equivalents consist of cash and shortterm deposits as defined above, net of outstanding bank overdrafts. (j)Impairment The recoverable amount of an asset or Cash Generating Unit (CGU) is the greater of its value in use and its fair value less costs to sell. 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 risks specific to the asset or CGU. or impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on pro-rata basis. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (i) Financial assets Financial assets are assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably. Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Company on terms that the Company and the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance of an active market for a security. The Company and the Group consider evidence of impairment for financial assets measured at amortised cost (loans and receivables) at specific asset level. All individually significant assets are assessed for specific impairment. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against loans and receivables or held-to maturity investment securities. Interest on the impaired asset continues to be recognised. When an event occurring after the impairment was recognised causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. (ii) Non-financial assets The carrying amounts of the Company and the Group non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. (k) Employee Benefits (i) Defined contribution plans Employees’ Provident Fund and Employees’ Trust Fund (EPF & ETF) are recognised as incurred. Employees are eligible for Employees’ Provident Fund contributions and Employees’ Trust Fund contributions in line with respective statutes and regulations. The Company and the Group contribute 15% and 3% of gross emoluments of employees to Employees’ Provident Fund and Employees’ Trust Fund respectively. (ii) Defined benefit plans A defined benefit plan is a postemployment benefit plan other than a defined contribution plan. The Company and the Group are liable to pay retirement benefits under the Payment of Gratuity Act, No. 12 of 1983. The liability recognised in the statement of financial position is the present value of the defined benefit obligation at the reporting date. The defined benefit obligation is calculated by a qualified actuary as at the reporting date using the Projected Unit Credit 155 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 (PUC) method as recommended by LKAS 19 - ‘Employee Benefits’. Such actuarial valuations will be carried out every year. • The liability is not externally funded. All Actuarial gains or losses are recognised immediately in the other comprehensive income. 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. • (l)Provisions Provisions are recognised when the Company and the Group have a present obligation (legal or constructive) as a result of a past event, 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. Where the Company and the Group expect some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. (m) Contingent Assets and Contingent Liabilities All contingent liabilities are disclosed as a note to the financial statements unless the outflow of resources is remote. A contingent liability recognised in a business combination is initially measured at its fair value. Subsequently, it is measured at the higher of: The amount that would be recognised in accordance with the general guidance for provisions above (LKAS 37) or The amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with the guidance for revenue recognition (LKAS 18) Contingent assets are disclosed, where inflow of economic benefit is probable but not virtually certain. (n) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group, and the revenue and associated costs incurred or to be incurred can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, net of trade discounts and value added taxes, after eliminating sales within the Group. The following specific criteria are used for recognition of revenue: (i) Sale of Apartments Revenue has been recognised on apartment sales of ‘The Emperor’ up to the maximum of percentage completion or cash paid by the buyer whichever is lower. (ii) Income from Hotel/Restaurants Revenue is recognised on the rooms occupied on daily basis and food and beverages and hotel related sales are accounted for at the time of sale. (iii) Interest Income Interest income is recognised on an accrual basis. (iv) Rental Income Rental income is recognised on an accrual basis. (v) Dividend Income Dividend income is recognised on a cash basis. Notes To The Financial Statements contd. (vi) Other Gains and Losses Net gains and losses of a revenue nature arising from the disposal of property,plant and equipment and other noncurrent assets, including investments, are accounted for in the income statement, after deducting from the proceeds on disposal, the carrying amount of such assets and the related selling expenses. (vii) Other Income Other income is recognised on an accrual basis. Net gains and losses of a revenue nature arising from the disposal of property, land and equipment and other non current assets, including investments, are accounted for in the income statement, after deducting from the proceeds on disposal, the carrying amount of such assets and the related selling expenses. Gains and losses arising from activities incidental to the main revenue generating activities and those arising from a Group of similar transactions, which are not material are aggregated, reported and presented on a net basis. Any losses arising from guaranteed rentals are accounted for in the year of incurring the same. A provision is recognised if the projection indicates a loss. (o) 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 the income statement. For the purpose of presentation of the income statement, the “function of expenses” method has been adopted, on the basis that it presents fairly the elements of the Company and Group’s performance. 156 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 (p) Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds. (q) Guaranteed Rental Losses if any, of guaranteed rentals will be accounted for in the year in which they occur. A provision is recognised if the best estimate indicates a loss. (r) Segment Reporting A segment is a distinguishable component of the Company that is engaged either in providing products or services which are subject to risks and rewards that are different from those of other segments. The rental income generated from the Commercial Centre which is categorised as Investment Property is shown separately. (s) Income Tax Expenses Income tax expenses comprise of current and deferred tax. (i) Current Taxation The subsidiary company is liable for taxation at a rate of 12% in terms of Section 46(1) of the Inland Revenue Act No.10 of 2006 amendments thereto, on its profits derived from “promotion of tourism”. The Group is liable for Income Tax on any other income at 28%. In accordance with BOI agreement dated 11th March 1994 the profits and income of the company were exempt from taxation until year 2014. The Board of Directors of the company resolved to compute the income tax payable at 2% of the turnover of the company with effective from 1st April 2014. (ii) Deferred Taxation Deferred taxation is provided using the Statement of Financial Position liability method providing for temporary difference between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted by the reporting date. Deferred tax assets including those related to tax effects of income tax losses and credits available to be carried forward, are recognised only to the extent that it is probable that future taxable profit will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that is no longer probable that the related tax benefit will be realised. (t) Events after the Reporting Period All material events after the reporting date has been considered and appropriate adjustments or disclosures have been made in the respective Notes to the Financial Statements. (u) Cash Flow Statement The Cash Flow Statement has been prepared using the “Indirect Method” of preparing Cash Flows in accordance with the Sri Lanka Accounting Standard LKAS 7. The cash and cash equivalent include cash in-hand, balances with banks and money at call and short notice. (v) Directors’ Responsibility The Board of Directors is responsible for the preparation and presentation of the financial statements. This is more fully described under the relevant clause in the Directors’ Report. (w) Share based payment In accounting for employee remuneration in the form of shares, SLFRS 2- Share Based Payments, is effective for the Company’s Parent entity John Keells Holdings PLC, from the financial year beginning 2013/14. Employees of the Company receive remuneration in the form of sharebased payment transactions, whereby employees render services as consideration for equity instruments of the Parent entity John Keells Holdings PLC (equity-settled transactions). The cost of the employee services received in respect of the shares or share options granted is recognised in the Income statement over the period that employees provide services, from the time when the award is granted up to the vesting date of the options. The overall cost of the award is calculated using the number of share options expected to vest and the fair value of the options at the date of grant. The employee remuneration expense resulting from the Group’s share option scheme to the employees of Asian Hotels and Properties PLC is recognised in the income statement of the company. This transaction does not result in a cash outflow to the company and expense recognised is met with a corresponding equity reserve increase, thus having no impact on the Statement of financial Position (SOFP). The fair value of the options granted is determined by the Group using an option model and the relevant details are communicated by the Group to all applicable subsidiary companies. (x) New Accounting Standards Not Effective at the Reporting Date The Institute of Chartered Accountants of Sri Lanka has issued the following new Sri Lanka Accounting Standards which will become applicable for financial periods 157 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 beginning on or after 1st January 2014/ 2015.Accordingly, these Standards have not been applied in preparing these Financial Statements. Sri Lanka Accounting Standard - SLFRS 13, “Fair Value Measurement” This SLFRS defines fair value, sets out in a single SLFRS a framework for measuring fair value; and requires disclosures about fair value measurements. This SLFRS will become effective from 01st January 2014. This SLFRS shall be applied prospectively as of the beginning of the annual period in which it is initially applied. The disclosure requirements of this SLFRS need not be applied in comparative information provided for periods before initial application of this SLFRS.The Company has started the process of evaluating the potential effect of this. Although many of the IFRS 13 disclosure requirements regarding financial assets and financial liabilities are already required, the adoption of IFRS 13 will require the Company to provide additional disclosures. Given the nature of the Company’s operations, this standard is not expected to have a pervasive impact on the Company’s financial statements. Sri Lanka Accounting Standard – SLFRS 9 “Financial Instruments” The objective of this SLFRS is to establish principles for the financial reporting of financial assets and financial liabilities that will present relevant and useful information to users of financial statements for their assessment of the amounts, timing and uncertainty of an entity’s future cash flows. An entity shall apply this SLFRS to all items within the scope of LKAS 39 Financial Instruments: Recognition and Measurement. The effective date of this Standard has been deferred. Notes To The Financial Statements contd. GroupCompany For the year ended 31st March 2014 2013 2014 2013 Rs.’000Rs.’000Rs.’000Rs.’000 5.REVENUE Gross Revenue Value Added Tax Net Revenue 9,301,1848,875,7615,976,6295,669,197 (1,045,035)(984,783)(659,943)(618,442) 8,256,1497,890,9785,316,6865,050,755 6. DIVIDEND INCOME Dividend from Subsidiary (Trans Asia Hotels PLC) -- 273,493234,422 -- 273,493234,422 7. OTHER OPERATING INCOME Exchange Gain 19,17211,78212,9898,642 Profit/(Loss) on Disposal of Property, Plant & Equipment (4,347)191 (6,983)(4,864) Car Park Income 16,94416,46316,94416,463 Promotional Income 18,65818,97018,65818,970 Taxi Line Commission 11,3979,593 11,3979,593 Sundry Income 13,72214,309 9,25610,270 75,54671,30862,26159,074 8. FINANCE COST Finance cost on other financial instruments 3,287455 3,249359 3,287455 3,249359 9. FINANCE INCOME Interest income on loans to employees 2,1972,1722,1972,172 Income from short term investments 302,845309,848247,586245,015 305,042312,020249,783247,187 158 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 GroupCompany For the year ended 31st March 2014 2013 2014 2013 Rs.’000Rs.’000Rs.’000Rs.’000 10. PROFIT BEFORE TAX Profit Before Tax is stated after charging all expenses including the following Remuneration to Executive Directors Remuneration to Non Executive Directors 55,32751,51255,32751,512 6,0005,8802,8802,880 Remuneration to Auditors Audit service fee Audit related service fee 1,5001,413 960913 465662335462 Defined benefit plan cost 39,73237,68321,20820,679 Defined contribution plan cost - EPF and ETF 116,334105,307 74,08966,107 Staff Expenses 1,174,0551,110,442 700,534610,360 Depreciation of Property, Plant and Equipment 455,964412,314266,153244,784 Amortisation Lease Hold Property 12,40412,404 - Donations 21,08710,94813,9836,852 Amortisation of Intangible Assets 3,9125,259 397585 Impairment losses on Trade and other receivables 8,4807,9351,3287,524 Impairment losses on Insurance Claim Receivable - 3,926 - - 11. INCOME TAX EXPENSE Current tax charge (Note 11.1) 189,466187,259 69,02567,323 Provision for Deferred tax (Note 11.2) 8,09825,559 - 10% Withholding tax on inter company dividends 30,38826,047 - 227,952238,865 69,02567,323 The Profits of Trans Asia Hotels PLC, being involved in the promotion of tourism has been taxed on its adjusted profit at 12% in terms of the Inland Revenue Act Number 10 of 2006 and the amendment thereto. Income Tax on other income has been provided at the normal tax rate of 28% (28% in 2013). Income tax of Asian Hotels and Properties PLC (Company) on other income has been provided at the normal tax rate of 28% (28% in 2013). 159 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notes To The Financial Statements contd. GroupCompany For the year ended 31st March 2014 2013 2014 2013 Rs.’000Rs.’000Rs.’000Rs.’000 11.1 Reconciliation between Income Tax Expense and the Product of Accounting Profit Profit Before Tax Exempt Profits Accounting profit chargeable to income taxes 3,046,4633,328,0312,448,2372,358,225 (2,202,644)(2,121,474)(2,201,718)(2,119,995) 843,8191,206,557 246,519238,230 Tax effect on chargeable profits 190,583226,026 69,02566,704 Tax effect on disallowable Expenses 5,298(25,194) - Qualifying Payment Relief (170)(172) - Tax effect on adjustment to opening Deferred tax liability (20)14,055 - Under/(Over) provision for previous years 1,873(1,897) -619 Tax on inter company dividend 30,38826,047 - 227,952238,865 69,02567,323 Income Tax charged at Standard rate 28% - CSE Listed Companies (2013 - 28%) Concessionary rate of 12% - (2013 - 12%) Under provision for previous years Charge for the year 11.2 Provision for Deferred Tax Deferred Tax arising from Accelerated Depreciation for tax purposes Post-Employment Medical Benefits Total Deferred Tax Charge 98,88591,21569,02566,704 88,70897,941 - 1,873(1,897) - 619 189,466187,259 69,02567,323 9,12325,425 (1,025)134 8,09825,559 - - -- 12. EARNINGS PER SHARE The Basic Earnings per Share is based on the profit attributable to equity holders' of Asian Hotels & Properties PLC. Net Profit for the Year Number of Ordinary Shares Basic Earnings per Share (Rs.) 160 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 2,397,9462,490,0292,379,2122,290,902 442,775442,775442,775442,775 5.425.635.375.18 GroupCompany For the year ended 31st March 2014 2013 2014 2013 Rs.’000Rs.’000Rs.’000Rs.’000 13. DIVIDEND PER SHARE Final Dividend Paid - 2011/2012 - 1,328,326 - 1,328,326 Interim Dividend Paid - 2012/2013 - 442,775 - 442,775 Final Dividend Paid - 2012/2013 1,328,326 - 1,328,326Interim Dividend Paid - 2013/2014 442,775-442,775Total Dividends 1,771,1011,771,1011,771,1011,771,101 4.00 Dividend Per Share (Rs.) 4.00 4.00 4.00 14. PROPERTY, PLANT AND EQUIPMENT 14.1Group Outdoor Base Furniture, Capital Freehold Car Park Plant & Stock & Fittings & Motor Work In Total Total Land Buildings Development Machinery Circulating Equipment Vehicles Progress20142013 As at 31st March Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000 Cost or Valuation At the Beginning of the Year 10,018,325 6,209,514 11,783 1,191,495 1,202,187 1,642,306 79,582 72,649 20,427,841 14,266,890 Additions -160,562 -118,453176,557191,776 210 25,958673,517489,098 Disposals - - -(31,309)(42,017)(22,888) (175) -(96,390)(56,770) Revaluation Gain --------- 6,242,265 Depreciation adjustment on Revaluation--------- (513,642) Transfers to investment property/others At the end of the Year - 71,080 10,018,325 6,441,156 Accumulated Depreciation At the Beginning of the Year Charge for the Year Disposals 12,202 - 11,783 1,278,154 1,339,063 1,823,396 - (485) 2,336 79,617 - - 3,145 694,753 654,348 749,009 17,603 -122,792 1,178 46,013162,082116,776 7,122 - - -(27,818)(34,555)(19,177) (176) (85,619) (486) 12,988 21,004,483 20,427,841 - 2,118,858 2,261,853 -455,964412,314 -(81,726)(41,667) Transfers to cost --------- (513,642) At the end of the Year - Carrying Value As at 31st March 2014 As at 31st March 2013 122,792 4,323 712,948 781,875 846,608 24,549 - 2,493,096 2,118,858 10,018,325 6,318,364 7,460565,206557,188976,788 55,066 12,988 18,511,385 10,018,325 6,209,514 8,638 496,742 547,839 893,297 61,979 72,649 18,308,983 (Note-14.1a) Freehold Land and Buildings of the Group were valued by M/s. P.B. Kalugalagedara & Associates, an independent Chartered Valuer as at 31st March 2013, and the book values were written up to correspond with the valuation. Valuation Method used is Direct Capital Comparison Method. Had the revalued Buildings of the Group been included at cost, the carrying value of the said asset would amount to Rs. 4,524 Mn. (Rs. 4,389 Mn in 2013) Had the revalued Land of Group been included at cost, the carrying value of the said asset would amount to Rs. 470 Mn. (Rs. 470 Mn in 2013). 161 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notes To The Financial Statements contd. (Note-14.1b) Details of Groups' Land and Building stated at valuation are indicated below: Property Land /Building Extent Location Company Land 1 A08 - R0- P05.08 No 77, Galle Road, Colombo 03 Building - Stage(1) 348,818 Sq Ft No 77, Galle Road, Colombo 03 Building - Stage (11) & (111) 299,975 Sq Ft No 77, Galle Road, Colombo 03 Company Building 1 145,196 Sq Ft No 89, Galle Road, Colombo 03 Subsidiary Building 1 55,548 Sq Ft No. 117, Sir Chittampalam A. Gardiner Mawatha, Colombo 02. Land A01 - R02- P30.0 No. 117, Sir Chittampalam A. Gardiner Mawatha, Colombo 02. Subsidiary Building 1 316,067 Sq Ft No. 115, Sir Chittampalam A. Gardiner Mawatha, Colombo 02. Land A05 - R02- P34.28 No. 115, Sir Chittampalam A. Gardiner Mawatha, Colombo 02. Freehold Land and Building Investment Properties Leasehold Properties (Note-14.1c) The Vessel of floating restaurant of the Subsidiary has been classified under Motor Vehicles. (Note-14.1d) The cost of the fully depreciated assets which are still in use of the Group amounting Rs. 1,021.07 Mn. (Rs. 737.71 Mn in 2013). (Note-14.1e) There are no assets pledged that required to disclose in the Group. 14.2Company Outdoor Base Furniture, Capital Freehold Car Park Plant & Stock & Fittings & Motor Work In Total Total Land Buildings Development Machinery Circulating Equipment Vehicles Progress20142013 As at 31st March Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000 PROPERTY, PLANT AND EQUIPMENT Cost or Valuation At the Beginning of the Year 10,018,325 3,901,771 11,783 720,179 481,373 1,002,668 14,643 11,395 16,162,137 10,468,217 Additions - 7,167 - 76,968130,234 64,639 210 21,912301,131283,257 Disposals - - -(16,090)(35,679)(10,176) (97) -(62,042)(45,497) Revaluation Gain --------- 5,842,595 Depreciation adjustment on Revaluation --------- (386,435) Transfers to investment property / others - 14,328- (485) 2,506 12,032- (28,866) (486)At the end of the Year 11,783 780,572 578,434 1,069,163 14,757 4,441 16,400,741 16,162,137 Accumulated Depreciation At the Beginning of the Year Charge for the Year Disposals - - 3,145 459,977 236,885 427,400 5,591 -79,962 1,17826,78577,87877,409 2,940 - - -(16,093)(28,517) (7,302) (97) Transfers to revaluation --------- (386,435) At the end of the Year - Carrying Value As at 31st March 2014 As at 31st March 2013 162 10,018,325 3,923,265 79,962 10,018,325 3,843,303 10,018,325 3,901,771 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 4,323 470,669 286,246 497,507 8,434 - 1,132,998 1,308,178 - 266,153 244,784 -(52,009)(33,529) - 1,347,142 1,132,998 7,460309,903292,188571,656 6,322 4,441 15,053,598 8,638 260,202 244,488 575,268 9,052 11,395 15,029,139 (Note-14.2a) Had the revalued Buildings of the company been included at cost, the carrying value of the said asset would amount to Rs. 3,170 Mn. (Rs. 3,196 Mn in 2013) Had the revalued Land been included at cost, the carrying value of the said asset would amount to Rs. 470 Mn. (Rs. 470 Mn in 2013). (Note-14.2b) The cost of the fully depreciated assets which are still in use of the Company amounting Rs. 666.17 Mn. (in 2013 Rs. 390.58 Mn). (Note-14.2c) There are no assets pledged that required to disclose in the Company. 14.3 Details of Group’s land, building and other properties stated at valuation are indicated below; Method of valuation Effective date of valuation Property valuer Building on leasehold land of Direct capital 31st March 2013 P.B. Kalugalagedara, Trans Asia Hotels PLC. comparison method Chartered Valuation Surveyor Land and building of Direct capital 31st March 2013 P.B. Kalugalagedara, Asian Hotels and Properties PLC. comparison method Chartered Valuation Surveyor Group As at 31st March 2014 2013 Rs.’000Rs.’000 15. LEASEHOLD PROPERTY At the beginning of the year 831,068843,472 Amortisation for the year (12,404)(12,404) At the end of the year 818,664831,068 The leasehold property is amortised on a straight line basis over 74 years. The remaining period of Lease as at 31st March 2014 was 66 years. 15.1 Details of leasehold Property Amount Land extent Lease 2014 2013 Property (in acres) period Rs.’000 Rs.’000 Trans Asia Hotels PLC, Colombo 7.65 99 years from 07-08-1981 818,664 831,068 818,664831,068 163 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notes To The Financial Statements contd. GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 16. INVESTMENT PROPERTY At the beginning of the year 3,618,7503,101,5401,860,5001,632,000 Additions 16,714 - 16,714Transfers 486 - 486Change in fair value during the year 268,564517,210268,564228,500 At the end of the year 3,904,5143,618,7502,146,2641,860,500 16.1 Valuation details of investment property Investment properties of the Group were valued by a qualified professional valuer as at 31st March 2014, details of which are as follows; In order to adopt the Fair Value model on Investment Property, as per Sri Lanka Accounting Standard 40 “Investment Property” the Land & Building classified as Investment Property of Asian Hotels and Properties PLC which includes Crescat Boulevard was valued by Mr. P.B. Kalugalagedera, a Chartered Valuation Surveyor using investment method of valuation on 01st of April 2005 (date of adoption of the Standard), 31st March 2006, 31st March 2007, 31st March 2009, 31st March 2011, 31st March 2012,31st March 2013 and 31st March 2014 respectively. The Commercial Centre of Trans Asia Hotels PLC was valued by Messrs. A.Y. Daniel and Sons, a Professional Valuer using accredited contractor (cost) method of valuation on 1st April 2005, 31st March 2006 and 31st March 2009 respectively. The Commercial Centre of Trans Asia Hotels PLC was valued by Mr. P.B. Kalugalagedera, a Chartered Valuation Surveyor using the Market Value Method on 31st March 2011, 31st March 2012 and 31st March 2013 respectively. The valuation of the Investment property of the Trans Asia Hotels PLC has been obtained and confirmed that there is no change in value of property as at 31st March 2014. Rental Income earned from Investment Property by the Company and Group amounted to Rs. 288 Mn (Rs. 258 Mn in 2013) and Rs. 349 Mn (Rs.292 Mn in 2013) respectively. Direct Operating Expenses incurred by the Company and Group amounted to Rs. 79 Mn (Rs.75 Mn in 2013) and Rs. 86 Mn (Rs. 81 Mn in 2013) respectively. Rental income earned from investment property by the Group amounts to Rs. 349 Mn (2013 - Rs. 301 Mn) and direct operating expenses incurred by the Group amounted to Rs. 86 Mn (2013 - Rs. 81 Mn). 164 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 17. INTANGIBLE ASSETS Computer Software Cost At the Beginning of the Year 32,80431,218 8,7108,436 Additions 1,0201,586 697274 Transfers (398)- (398) At the End of the Year 33,42632,804 9,0098,710 Accumulated Amortisation At the Beginning of the Year 24,28719,028 7,6487,063 Amortisation 3,9125,259 397585 Transfers (38)- (38) At the End of the Year 28,16124,287 8,0077,648 Carrying value As at 31st March 5,2658,5171,0021,062 COMPANY As at 31st March 2014 2013 Rs.’000Rs.’000 18. INVESTMENTS IN SUBSIDIARIES Carrying value Investments in subsidiaries-Quoted 660,045660,045 660,045660,045 165 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notes To The Financial Statements contd. Company As at 31st March Number of Effective shares holding % 2014 Rs.’000 2013 Rs.’000 Cost Company's quoted investments "Trans Asia Hotels PLC at Cost (Quoted)” 86,823,02843.41%660,045660,045 660,045660,045 Company As at 31st March 2014 2013 Rs.’000Rs.’000 Market Value Company's quoted investments Trans Asia Hotels PLC at market value 86,823,028 43.41% 6,937,1606,112,341 6,937,1606,112,341 GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 19. LONG TERM INVESTMENTS Sri Lanka Hotel & Tourism 100100100100 Less: Fall in value of the Investment (100)(100)(100)(100) ---The Company has fully provided for the above investment during the year 2009/2010, due to the non recoverability of the same. This balance was written off during the year against the provision. GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 20. Other Non Current Financial Assets 20.1 Loans to executives At the beginning of the year 26,65143,65918,04135,689 Loans granted/(transfers) 7,486(5,719)3,286(10,152) Recoveries (11,680)(11,289) (5,710)(7,496) At the end of the year 22,45726,65115,61718,041 20.2 Insurance Claim Receivable At the beginning of the year 28,926 - - Impairment during the year (3,926) - - Payment received during the year (25,000) - - ---Receivable within one year Receivable between one to five years 166 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 5,4307,4364,2265,702 17,02719,21511,39112,339 22,45726,65115,61718,041 GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 21. Prepaid Staff Loan4,7863,3573,2642,953 GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 22.INVENTORIES Food & Beverage 78,86672,29651,27146,786 General 11,68410,836 8,8988,561 Diesel/ Furnace/Gas Stock 13,19713,292 8,4779,471 Engineering Stock 24,45424,80616,50016,206 Apartment Inventory -21,130 -21,130 Inventory Slow moving Provision (7,182)(7,174) -Amount at the End of the Year 121,019135,186 85,146102,154 GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 23. WORK-IN-PROGRESS - APARTMENTS - CURRENT ASSETS At the Beginning of the Year Incurred During the Year Transferred to Cost of Sales Transferred to Apartment Inventory Transferred from Non-Current Assets - 64,392 - 3,897 - (47,159) - (21,130) - - - 64,392 - 3,897 - (47,159) - (21,130) - - Last year the Company completed its Apartment project and accordingly there was no WIP - Apartments as at reporting date. GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 24. TRADE AND OTHER RECEIVABLES Trade receivables 373,487440,168158,362239,932 Other receivables 128,419 100,907 99,977 65,917 Less: Impairment (25,532)(17,119)(16,414)(15,153) 476,374523,956241,925290,696 Impairment At the beginning of the year Provision for the year Written off during the year At the end of the year 167 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 17,11910,69815,1539,143 8,4807,9351,3287,524 (67)(1,514) (67)(1,514) 25,53217,11916,41415,153 Notes To The Financial Statements contd. GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 25. OTHER CURRENT ASSETS Prepayments and non cash receivables 56,49054,44625,19822,330 WHT Recoverables 7,03113,715 2,10210,727 ESC Recoverables - 2,862 -Advance to Creditors 24,71192,88520,18254,275 Refundable Deposits - 5,581 - 5,582 88,232169,489 47,48292,914 26. SHORT TERM INVESTMENTS Fixed & Call deposits 3,134,1942,715,7982,647,2692,155,924 3,134,1942,715,7982,647,2692,155,924 27. STATED CAPITAL GroupCompany 20142013 2014 2013 Number of Value of Number of Value of Number of Value of Number of Value of sharessharessharessharessharessharessharesshares As at 31st MarchRs.’000Rs.’000Rs.’000Rs.’000 442,775 3,345,117 442,7753,345,117 442,7753,345,117 442,7753,345,117 GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 28. OTHER COMPONENTS OF EQUITY Revaluation reserve 28.1 11,094,88311,110,29010,597,63110,602,127 Share-based Payments 28.2 17,966- 14,470 11,112,84911,110,29010,612,10110,602,127 28.1 Revaluation reserves At the Beginning of the Year 11,110,2905,143,193 10,602,1274,772,950 Transferred to Revenue Reserves (4,496)(13,418) (4,496)(13,418) Transferred to Revenue Reserves (10,911) (14,757) -Transferred from Deferred Tax - (47,960) -Revaluation gain on Freehold Land & Buildings -6,043,232 -5,842,595 At the End of the Year 11,094,88311,110,29010,597,63110,602,127 168 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 28.2 Share-based Payment Plans Under the John Keells Group’s Employees Share Option Scheme (ESOP), share options of the parent are granted to senior executives of the Group with more than 12 months of service. The exercise price of the share options is equal to the 30 day volume weighted average market price of the underlying shares on the date of grant. The share options vest over a period of four years and is dependent on a performance criteria and a service criteria. The performance criteria being a minimum performance achievement of "Met Expectations" and service criteria being that the employee has to be in employment at the time the share options vest. The fair value of the share options is estimated at the grant date using a binomial option pricing model, taking into account the terms and conditions upon which the share options were granted. Fair value of the share option and assumptions The fair value of the share options is estimated at the grant date using a binomial option pricing model, taking into account the terms and conditions upon which the share options were granted. The valuation takes into account factors such as stock price, expected time to maturity, exercise price, expected volatility of share price, expected dividend yield and risk free interest rate. Employee Share Option Scheme - Group The expense recognised for employee services received during the year is shown in the following table: 20142013 Rs.’000Rs.’000 Expense arising from equity-settled share-based payment transactions Total expense arising from share-based payment transactions 17,966 17,966 - Movements in the year The following table illustrates the number (No.) and Weighted Average Exercise Prices (WAEP) of, and movements in, share options during the year: 20142014 No. WAEP Outstanding as at 1st April Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding as at 31st March Exercisable as at 31st March 169 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 - 615,692253.16 (17,307)253.16 -253.16 - 598,385253.16 - - Notes To The Financial Statements contd. 28.3 Share-based Payment Plans Employee Share Option Scheme - Company The expense recognised for employee services received during the year is shown in the following table: 20142013 Rs.’000Rs.’000 Expense arising from equity-settled share-based payment transactions Total expense arising from share-based payment transactions 14,470 14,470 - Movements in the year The following table illustrates the number (No.) and Weighted Average Exercise Prices (WAEP) of, and movements in, share options during the year: 20142014 No. WAEP Outstanding as at 1st April Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding as at 31st March Exercisable as at 31st March - 495,466 - - - 495,466 - 253.16 253.16 253.16 253.16 Group As at 31st March 2014 2013 Rs.’000Rs.’000 29. DEFERRED TAXATION At the Beginning of the Year 329,313255,793 Charge for the year 8,09825,560 Deferred Tax effect on revaluation of Buildings -47,960 At the End of the year 337,411329,313 170 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 The closing Deferred Tax liability relates to the followings, Group As at 31st March 2014 2013 Rs.’000Rs.’000 Revaluation of buildings -47,960 Accelerated Depreciation for tax purposes 350,199293,116 Employee Benefit Liability (12,788)(11,763) 337,411329,313 In accordance with the BOI agreement dated 11th March 1994 the profits and income of the Company were exempt from taxation till year 2014, and at the expiry of said period the following options were available for the Company. (a) Income tax payable for the year of assessment shall be computed at 2% of the Turnover of the Company or; (b) The provisions of the Inland Revenue Laws for the time being imposed shall apply. Since Company elected option (a) no Deferred Tax liability will arise even after the expiry of the tax exemption period. GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 30. EMPLOYEE BENEFIT LIABILITIES At the beginning of the year 194,097208,696 96,071109,551 Current service cost 22,38416,81411,6019,724 Interest cost on benefit obligation 18,30820,86910,56810,955 Payments (17,049)(23,828) (5,977)(12,690) (Gain)/Loss arising from changes in assumptions or due to 4,860(8,220)3,768(1,235) Transfers (1,366)(20,234) (1,367)(20,234) At the end of the year 221,234194,097114,66496,071 The employee benefit liability of the Company and Group is based on the actuarial valuations carried out as at 31st March 2014 by Mr. M. Poopalanathan, AIA, Messers. Actuarial & Management Consultant (Pvt) Ltd; a firm of professional actuaries. 171 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notes To The Financial Statements contd. The principal assumptions used in determining the cost of employee benefits were: 20142013 Discount rate 11%11% Future salary increases 10%10% 30.1 Sensitivity of assumptions used If a one percentage point change in the assumed discount rate would have the following effects: Discount rate Salary increment 20142014 GroupCompany GroupCompany Rs.’000Rs.’000Rs.’000Rs.’000 Increase by one percentage Decrease by one percentage (9,640) (4,630)11,721 5,917 11,022 5,500(10,450) (5,100) 30.2 Maturity analysis of the payments The following payments are expected on employee benefit liabilities in future years. 2014 Group Company Rs.’000Rs.’000 Within the next 12 months 30,752 Between 1-2years 57,756 Between 2-5years 58,835 Between 5-10 years 51,825 Beyond 10 years 22,066 Total 221,234 15,805 32,355 29,508 29,136 7,860 114,664 Group As at 31st March 2014 2013 Rs.’000Rs.’000 31. Other Non Current Liabilities 31.1Movement At the beginning of the year 2,8524,289 Additions-Repayments (1,436)(1,437) At the end of the year 1,4162,852 Repayable within one year 1,4161,436 Repayable after one year Repayable between one to five years -1,416 Repayable after five years - - 1,416 1,4162,852 172 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 32. TRADE AND OTHER PAYABLES Trade Payables 177,073160,945111,271105,706 Payable to Contractors 2,7441,7042,7441,704 Retention on Construction 21,56118,44221,56018,442 Accrued Expenses 139,274111,724 51,00747,082 Other Creditors 396,061361,715327,333293,459 736,713654,530513,915466,393 33. OTHER CURRENT LIABILITIES Refundable Deposits 4,0083,6514,0083,650 Other Tax Payables 20,75822,359 -Banquet Advances 156,796107,713 89,97344,264 Other Advances 20,66024,57113,82213,879 202,222158,294107,80361,793 34. RELATED PARTY discloses The Company carries out transactions in the ordinary course of its business with parties who are defined as related parties in LKAS 24 Related Party Disclosure, the details of which are reported below. The pricing applicable to such transactions is based on the assessment of risk and pricing model of the Company and comparable with what is applied to transactions between the Company and its unrelated customers. GroupCompany As at 31st March2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 34.1 Amounts due from related parties Parent-John Keells Holdings PLC Subsidiary-Trans Asia Hotels PLC Associates of JKH PLC Companies under common control of JKH PLC 1,5913,3031,129799 - - 1568 36 - 36 47,23631,35633,53719,269 48,86334,65934,71720,136 34.2 Amounts due to related parties Parent-John Keells Holdings PLC 5,1063,6832,7423,341 Subsidiary-Trans Asia Hotels PLC - - 263233 Companies under common control of JKH PLC 82,23583,96057,89954,803 87,34187,64360,90458,377 173 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notes To The Financial Statements contd. GroupCompany For the year ended 31st March 2014 2013 2014 2013 NoteRs.’000Rs.’000Rs.’000Rs.’000 34.3 Transactions with related parties Transactions with Parent Company The Company's parent is John Keells Holdings PLC Rendering/(Receiving) of services Rent Received (43,713)(44,645)(23,578)(21,360) 37,52929,755 - - Subsidiaries (Receiving)/Rendering of services Rent received/(paid) -- (1,135)1,442 -- 1,014 - Transaction with companies under common control of JKH PLC Sales/(Purchases) of goods (18,761)(49,933) (6,148)(28,209) Rendering /(Receiving) of services (486,596)(356,896)(291,670)(183,675) Sales/(Purchases) of Property Plant & Equipment (3,117)(4,056)(3,117)(4,056) 34.4 Transaction with Key Management Personnel (KMP) of the Company According to LKAS 24 Related Party Disclosure “Key Management Personnel” are those having authority and responsibility for planning and controlling activities of the entity. Accordingly, the Directors of the Company (including Executives and Non-Executive Directors) and their immediate family members have been classified as KMP of the Company. As the John Keells Holding PLC is the Parent of the Company and the Board of Directors of the Parent Company have the authority and responsibility of planning, directing and controlling the activities of the Company, the Directors of the parent Company and their immediate family member have also been identified as Key Management Personnel of the Company. Immediate family member is defined as spouse or dependent. A dependent is defined as anyone who depends on the respective director for more than 50% of his/her financial needs. GroupCompany For the year ended 31st March 2014 2013 2014 2013 Rs.’000Rs.’000Rs.’000Rs.’000 Short-term employee benefits Contribution to provident fund Share base payment 61,32757,39258,20754,392 4,0284,0373,5743,596 10,914- 10,914- Remuneration paid to Directors is disclosed in the Note No. 10 to these Financial Statements. 174 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 35. FINANCIAL INSTRUMENTS 35.1 Fair value of Financial Instrument The management assessed that the fair value of the financial instruments, with includes cash at bank, short term deposits, other non current assets, amounts due from - due to related parties, trade receivables, trade payables, bank over drafts and other current financial liabilities, approximate their carrying amounts largely due to the short term maturities of these instruments. The Group does not designate any of its Financial Assets/Liabilities at fair value, hence a classification between fair value hierarchy do not apply. 35.2 FINANCIAL ASSETS AND LIABILITIES BY CATEGORIES -GROUP Financial assets by categories Loans and receivables As at 31st March 2014 2013 Rs.’000 Rs.’000 Financial instruments in non-current assets Other non-current financial assets 17,02719,215 Other non-current assets 4,7863,357 Financial instruments in current assets Trade and other receivables 476,374523,956 Amounts due from related parties 48,86334,659 Short term investments 3,134,1942,715,798 Cash in hand and at bank 430,541407,409 Total 4,111,7853,704,394 The fair value of loans and receivables is not significantly different from the value based on amortised cost methodology. Financial liabilities by categoriesFinancial liabilities measured at amortised cost As at 31st March 2014 2013 Rs.’000Rs.’000 Financial instruments in non-current liabilities Other non current liabilities - 1,416 Financial instruments in current liabilities Trade and other payables 736,713654,530 Amounts due to related parties 87,34187,643 Other current liabilities 202,222158,294 Bank overdrafts 130,080162,683 Total 1,156,3561,064,566 The fair value of financial liabilities is not significantly different from the value based on amortised cost methodology. 175 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notes To The Financial Statements contd. 35.3 Financial Assets and Liabilities by Categories - Company Financial assets and liabilities in the tables below are split into categories in accordance with LKAS 39. Financial assets by categories Loans and receivables As at 31st March 2014 2013 Rs.’000Rs.’000 Financial instruments in non-current assets Other non-current financial assets Other non-current assets 11,39112,339 3,2642,953 Financial instruments in current assets Trade and other receivables 241,925290,696 Amounts due from related parties 34,71720,136 Short term investments 2,647,2692,155,924 Cash in hand and at bank 289,804307,569 Total 3,228,3702,789,617 The Fair value of loans and receivables is not significantly different from the value based on amortised cost methodology of the Company. Financial liabilities by categoriesFinancial liabilities measured at amortised cost As at 31st March 2014 2013 Rs.’000Rs.’000 Financial instruments in non-current liabilities Financial instruments in current liabilities Trade and other payables 513,915466,393 Amounts due to related parties 60,90458,377 Other current liabilities 107,80361,793 Bank overdrafts 76,116123,105 Total 758,738709,668 The fair value of financial liabilities is not significantly different from the value based on amortised cost methodology of the Company. 176 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 36. Financial risk management objectives and policies Financial instruments held by the Group, principally comprise of cash at bank, short-term deposits, other non current assets, amounts due from/due to related parties, trade receivables, trade payables, bank overdrafts and other current financial liabilities. The main purpose of these financial instruments is to manage the operating, investing and financing activities of the Group. Financial risk management of the Group is carried out based on guidelines established by its parent company’s central treasury department (Group Treasury) which comes under the purview of the Group Executive Committee (GEC) of the parent company. Group Treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The parent company provides guidelines for overall risk management, as well, covering specific areas such as credit risk, investment of excess liquidity, interest rate risk and foreign currency risk. The Group has established guidelines for risk controlling procedures and for the use of financial instruments, including a clear segregation of duties with regard to financial activities, settlement, accounting and related controlling. The guidelines upon which the Group’s risk management processes are based are designed to identify and analyse these risks throughout the Group, to set appropriate risk limits and controls and to monitor the risks by means of reliable and up-to-date administrative and information systems. The guidelines and systems are regularly reviewed and adjusted to changes in markets and products. The Group manages and monitors these risks primarily through its operating and financing activities. The Audit Committee of John Keells Holdings PLC, the parent company,oversees how management monitors compliance with the Group’s risk management policies and procedures,and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee. 36.1 Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Group trades only with recognised, creditworthy third parties. It is the Group’s policy that all clients who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. With respect to credit risk arising from the other financial assets of the Group, such as cash and cash equivalents, available-for-sale financial investments, investments, and certain derivative instruments, the Group’s exposure to credit risk arises from default of the counterparty. The Group manages its operations to avoid any excessive concentration of counterparty risk and the Group takes all reasonable steps to ensure the counterparties fulfil their obligations. 36.1.1 Risk exposure Credit risk is the risk of financial loss to the Group,if a customer or counter party to a financial instrument fails to meet its contractual obligations, and arises principally from the group's receivables from customers and placements in deposits with banking institutions and in government securities. The maximum risk positions of financial assets which are generally subject to credit risk are equal to their carrying amounts (without consideration of collateral, if available). Following table shows the maximum risk positions. 177 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notes To The Financial Statements contd. 36.1.1 Risk exposure Credit risk is the risk of financial loss to the Group,if a customer or counter party to a financial instrument fails to meet its contractual obligations, and arises principally from the group’s receivables from customers and placements in deposits with banking institutions and in government securities. The maximum risk positions of financial assets which are generally subject to credit risk are equal to their carrying amounts (without consideration of collateral, if available).Following table shows the maximum risk positions. 2014 Risk exposure Group Notes Other non Cash in Trade Short Amounts Total % of current hand and term due allocation financial and other investments from assets at bank receivables related parties Deposits with bank 36.1.2 Loans to executives 36.1.3 Trade and other receivables 36.1.4 Amounts due from related parties 36.1.5 Cash in hand and at bank 36.1.6 Total credit risk exposure - 17,027 - - - 17,027 - - - - 430,541 430,541 - 3,134,194 5,431 - 470,943 - - - - - 476,374 3,134,194 - 3,134,194 - 22,458 - 470,943 48,863 48,863 - 430,541 48,863 4,106,999 76% 1% 12% 1% 10% 100% 2014 Risk exposure Company Notes Other non Cash in Trade Short Amounts Total % of current hand and term due allocation financial and other investments from assets at bank receivables related parties Deposits with bank Loans to executives Loans to life policy holders Trade and other receivables Amounts due from related parties Cash in hand and at bank Total credit risk exposure 178 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 36.1.2 36.1.3 36.1.6 36.1.4 36.1.5 36.1.6 - 11,391 - - - - 11,391 - - - - - 289,804 289,804 2,647,269 4,227 - - - 237,698 - - - - - 241,925 2,647,269 - 2,647,269 - 15,618 - - - 237,698 34,717 34,717 - 289,804 34,717 3,225,106 82% 1% - 7% 1% 9% 100% 2013 Other non Cash in Trade Short Amounts Total current hand and and other term due financial at bank receivables investments from assets related parties - 19,215 - - - 19,215 - - - - 407,409 407,409 - 7,437 516,519 - - 523,956 2,715,798 - - - - 2,715,798 - - - 34,659 - 34,659 2,715,798 26,652 516,519 34,659 407,409 3,701,037 2013 Other non Cash in Trade Short Amounts Total current hand and and other term due financial at bank receivables investments from assets related parties - 12,339 - - - - 12,339 179 - - - - - 307,569 307,569 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 - 5,703 - 284,993 - - 290,696 2,155,924 - - - - - 2,155,924 - - - - 20,136 - 20,136 2,155,924 18,042 - 284,993 20,136 307,569 2,786,664 % of allocation 73% 1% 14% 1% 11% 100% % of allocation 77% 1% 10% 1% 11% 100% Notes To The Financial Statements contd. 36.1.2 Deposits with bank Deposits with bank mainly consist of fixed and call deposits. As at 31st March 2014, fixed and call deposits comprise 90% (2013- 61%) and 93% (2013- 70%) for the group and company respectively were rated “A+” or better. GroupCompany As at 31 March 2014 2013 2014 2013 Fitch ratings Rating % Rating % Rating % Rating % Rs.’000 of total In Rs.’000 of total In Rs.’000 of total In Rs.’000 of total AA+ AA AA- A Total 659,10321%1,531,166 56% 659,10325%1,531,167 71% 359,96811%559,875 21% ---672,29822%624,757 23%672,29825%624,757 29% 1,442,82546%-- 1,315,86850%-3,134,194100% 2,715,798100% 2,647,269100%2,155,924 100% * Rating agencies 36.1.3 Loans to executives Loans to executive portfolio is largely made up of vehicle loans which are given to staff at assistant manager level and above. The respective business units have obtained the necessary Power of Attorney/promissory notes as collateral for the loans granted. 36.1.4 Trade and other receivables GroupCompany 2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 Neither past due nor impaired 225,008189,693 29,40920,773 Past due but not impaired 0-30 days 163,339220,211128,601173,006 31–60 days 51,86360,77544,32054,127 61–90 days 9,83915,536 7,83810,118 91–120 days 5,0788,4532,6574,841 121–180 days 5,4133,2334,7512,710 > 181 days 41,01140,28840,40839,353 Impaired 3552,886 355921 Gross carrying value 501,906541,075258,339305,849 Less: impairment provision Individually assessed impairment provision (9,118)(1,966) - Collectively assessed impairment provision (16,414)(15,153)(16,414)(15,153) Total 476,374523,956241,925290,696 180 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 The Group has obtained customer deposit from major customers by reviewing their past performance and credit worthiness, as collateral. The requirement for an impairment is analysed at each reporting date on an individual basis for major customers. Additionally, a large number of minor receivables are grouped into homogeneous groups and assessed for impairment collectively. The calculation is based on actual incurred historical data. 36.1.5 Amounts due from related parties The Group's amounts due from related party mainly consists of balances from affiliate Companies and parent. 36.1.6 Credit risk relating to cash and cash equivalents In order to mitigate the concentration, settlement and operational risks related to cash and cash equivalents, the Group consciously manages the exposure to a single counterparty taking into consideration, where relevant, the rating or financial standing of the counterparty, where the position is reviewed as and when required, the duration of the exposure in managing such exposures and the nature of the transaction and agreement governing the exposure. 36.2 Liquidity Risk The Group’s policy is to hold cash and undrawn committed facilities at a level sufficient to ensure that the Group has available funds to meet its short and medium term capital and funding obligations, including organic growth and acquisition activities, and to meet any unforeseen obligations and opportunities. The Group holds cash and undrawn committed facilities to enable the Group to manage its liquidity risk. The Group monitors its risk to a shortage of funds using a daily cash management process. This process considers the maturity of both the Group’s financial investments and financial assets (e.g. accounts receivable, other financial assets) and projected cash flows from operations. The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of multiple sources of funding including debentures, bank loans, loan notes, overdrafts and finance leases over a broad spread of maturities. 36.2.1 Net debt GroupCompany 2014201320142013 Rs.’000Rs.’000Rs.’000Rs.’000 Short term investments 3,134,1942,715,7982,647,2692,155,924 Cash in hand and at bank 430,541407,409289,804307,569 Total liquid assets 3,564,7353,123,2072,937,0732,463,493 Other Non Current Liabilities - (1,416) - Other Current Liabilities (1,416)(1,436) - Bank overdrafts (130,080)(162,683) (76,116)(123,105) Total liabilities (131,496)(165,535) (76,116)(123,105) Net debt 3,433,2392,957,6722,860,9572,340,388 181 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notes To The Financial Statements contd. 36.2.2 Liquidity risk management The mixed approach combines elements of the cash flow matching approach and the liquid assets approach. The business units attempt to match cash outflows in each time budget against a combination of contractual cash inflows plus other inflows that can be generated through the sale of assets, repurchase agreement or other secured borrowings. Maturity analysis The table below summarises the maturity profile of the Group’s financial liabilities as at 31st March 2014 based on contractual undiscounted payments. Group In Rs. '000 Trade and other payables Amounts due to related parties Other current liabilities Bank overdrafts Within 1 Between 1-2 Between 2-3 Between 3-4 Between 4-5 More than 5 Total yearyearsyearsyearsyearsyears 736,713 87,341 202,222 130,080 1,156,356 - - - - - - - - - - - - - - - - - - - - - - - - - 736,713 87,341 202,222 130,080 1,156,356 The table below summarises the maturity profile of the Group’s financial liabilities as at 31st March 2013 based on contractual undiscounted payments. Group In Rs. '000 Within 1 Between 1-2 Between 2-3 Between 3-4 Between 4-5 More than 5 Total yearyearsyearsyearsyearsyears Other Non Current Liabilities - 1,416---- 1,416 Trade and other payables 654,530 - - - - - 654,530 Amounts due to related parties 87,643 - - - - - 87,643 Other current liabilities 158,294 - - - - - 158,294 Bank overdrafts 162,683 - - - - - 162,683 1,063,150 1,416 - - - - 1,064,556 Maturity analysis The table below summarises the maturity profile of the Company financial liabilities as at 31st March 2014 based on contractual undiscounted payments. 182 Company In Rs. '000 Within 1 Between 1-2 Between 2-3 Between 3-4 Between 4-5 More than 5 Total yearyearsyearsyearsyearsyears Trade and other payables Amounts due to related parties Other current liabilities Bank overdrafts 513,915 - - - - - 513,915 60,904 - - - - - 60,904 107,803 107,803 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 76,116 - - - - - 76,116 758,738 - - - - - 758,738 The table below summarises the maturity profile of the Company financial liabilities as at 31st March 2013 based on contractual undiscounted payments. Company In Rs. '000 Within 1 Between 1-2 Between 2-3 Between 3-4 Between 4-5 More than 5 Total yearyearsyearsyearsyearsyears Trade and other payables Amounts due to related parties Other current liabilities Bank overdrafts 466,393 - - - - - 466,393 58,377 - - - - - 58,377 61,791 61,793 123,105 - - - - - 123,105 709,666 - - - - - 709,668 36.3 Market risk Market risk is the risk that the Fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise four types of risk: • • • • Interest rate risk Currency risk Commodity price risk Equity price risk The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. 36.3.1 Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of the changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term debt obligations with floating interest rates. Most lenders grant loans under floating interest rates. To manage this, based on the market condition and outlook of the interest rate, the Group takes mitigating action such as interest rate swaps, caps, etc. 183 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notes To The Financial Statements contd. 36.4 Capital management The primary objective of the Group’s capital management is to ensure that it maintains a strong financial position and healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it, in the light of changes in economic conditions. To maintain or adjust the capital structure, the Group may issue new shares, have a rights issue or buy back of shares. GroupCompany 2014201320142013 Debt / Equity 0.5%0.7%0.4%0.6% 37. OPERATING SEGMENT INFORMATION REVENUEHOTELSPROPERTY Group Total For the year ended 31st March 2014 2013 2014 2013 2014 2013 Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000 External Revenue Inter segment Revenue Total Segment Revenue Segment Operating Profits before Finance Expenses Inter Company Dividends Finance Expenses Change in Fair Value of Investment Properties Company Commercial Centre of Subsidiary Profit before Taxation Income Tax Expense Eliminations Profit after Taxation Minority Interest Net Profit for the Year 7,775,9547,428,633 480,194462,345 8,256,1497,890,978 7,775,9547,428,633 480,194462,345 8,256,1497,890,978 2,826,8502,840,613 227,828205,085 3,054,6783,045,698 (273,493)(234,422) - - (273,493)(234,422) (3,287)(96) -(359) (3,287)(455) -- 268,564 228,500 268,564 228,500 - - - 288,710 -288,710 2,550,071 2,606,095 496,392 721,936 3,046,463 3,328,031 (181,084) (188,888) (16,480) (23,930) (197,564) (212,818) (30,388) (26,047) - - (30,388) (26,047) 2,338,599 2,391,160 479,912 698,006 2,818,511 3,089,166 - - - - (420,565)(599,137) 2,338,599 2,391,160 479,912 698,006 2,397,946 2,490,029 Assets Segment Assets 21,200,382 20,682,030 7,971,918 8,408,660 29,172,300 29,090,690 Eliminations 1,611,436 (2,314,302) Total Assets 21,200,382 20,682,030 7,971,918 8,408,660 27,560,864 26,776,388 Liabilities Segment Liabilities Eliminations/Adjustments Total Liabilities 184 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 2,526,651 - 2,526,651 3,121,386 - 3,121,386 198,043 - 198,043 186,100 - 186,100 2,724,710 3,307,486 (951,391) (1,654,257) 1,773,319 1,653,229 38. CONTINGENT LIABILITIES There were no material contingent liabilities existing as at reporting date. 39. CAPITAL COMMITMENTS The Asian Hotels & Properties PLC Group had Capital Expenditure contracted for Rs. 47.4 Mn as at 31st March 2014, which were not provided for in the consolidated Financial Statements. 40. EVENTS SUBSEQUENT TO THE reporting DATE Other than the contingent liabilities and commitments referred to in Note 38 & 39 to the Financial Statements, there have been no events subsequent to the reporting date which would have any material effect on the Company or on the Group. The Board of Directors of the Company has declared a Final Dividend of Rs. 3/- per share for the financial year ended 31st March 2014. As required by Section 56 (2) of the Companies Act No. 7 of 2007, the Board of Directors have confirmed that the Company satisfies the Solvency test in accordance with Section 57 of the Companies Act No. 7 of 2007, and have obtained a certificate from Auditors, prior to declaring a Final Dividend. In accordance with Sri Lanka Accounting Standard (LKAS) 10, Events after Balance Sheet date, the proposed final Dividend has not been recognised as a liability in the Financial Statements as at 31st March 2014. 41. DIRECTORS' RESPONSIBILITY STATEMENT The Board of Directors is responsible for the preparation and presentation of these Financial Statements. Please refer to the page 142 for the Statement of Directors' Responsibility for Financial Reporting. 185 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Consolidated value ADDED STATEMENT 20142013 Rs.’000Rs.’000 Revenue 8,256,149 7,890,978 Adjustment for Change in Fair Value of Investment Property Adjustment for Finance Income Adjustment for Other Income 268,564 305,042 75,546 8,905,301 517,210 312,020 71,308 8,791,516 Less: Cost of Materials & Services Purchased from external sources Value Added 1,319,224 1,165,019 7,586,077 7,626,497 2014 %2013 Distributed as follows: Rs.’000 Rs.’000 To the Employees as Remuneration To the Government as Taxes To the Providers of Capital As Interest on Loans As Minority Interest To the Shareholders as Dividends Retained within the business As Depreciation As Reserves 186 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 % 1,330,120 1,211,336 18 16 1,242,90616 1,106,309 15 3,287 420,565 1,771,101 0 6 23 455 599,137 1,771,101 455,964 2,393,704 7,586,077 6 412,314 31 2,494,275 1007,626,497 0 8 23 5 33 100 information to share holders and investors STOCK EXCHANGE LISTING The Issued Ordinary Shares of Asian Hotels and Properties PLC are listed with the Colombo Stock Exchange of Sri Lanka. The Audited Financial Statements of the Company and the Consolidated Financial Statements for the year ended 31st March 2014 have been submitted to the Colombo Stock Exchange. DISTRIBUTION OF SHAREHOLDINGS From To Number of Share Holders 1 - 1,000 1,001 - 10,000 10,001 - 100,000 100,001 - 1,000,000 1,000,001 and above 31.03.2014 Total Percentage Share of Share Holdings Holdings 2,218641,523 7992,867,237 1774,941,326 245,989,598 12428,335,616 3,230442,775,300 Number of Share Holders 31.03.2013 Total Percentage Share of Share Holdings Holdings 0.1 2,195655,015 0.1 0.7 7862,807,146 0.7 1.1 1765,015,402 1.1 1.4 317,871,001 1.8 96.7 15426,426,736 96.3 100.03,203 442,775,300100.0 ANALYSIS OF SHAREHOLDERS Categories of Shareholders 31.03.2014 31.03.2013 HoldingsHoldings Number %Number Individual 13,694,105 3.09 13,893,764 Institutions 429,081,195 96.91 428,881,536 442,775,300 100.00 442,775,300 3.14 96.86 100.00 Resident 432,649,633 Non Resident 10,125,667 442,775,300 93.84 6.16 100.00 97.71 2.29 100.00 415,494,111 27,281,189 442,775,300 Public 94,646,347 21.38 94,643,809 Non Public* 348,128,953 78.62 348,131,491 442,775,300 100.00 442,775,300 *Includes shareholdings of Inter Company, Directors & Spouses. 187 % ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 21.38 78.62 100.00 information to share holders & investors contd. For the Year Ended 31st March 2014 2013 Rs.Rs. Market Value Highest Market Price Per Share Lowest Market Price Per Share Last Traded Market Price Per Share 79.0090.00 57.0065.00 58.8070.00 Dividend Payments Interim Dividend Per Share Final Dividend Per Share 1.00 1.00 3.003.00 TOP TWENTY SHAREHOLDERS As at As at 31.03.201431.03.2013 Share Percentage Share Percentage Holdings Holdings John Keells Holdings PLC 347,824,19278.56347,824,192 78.56 Employees Provident Fund 42,477,7149.5924,209,022 5.47 Sri Lanka Insurance Corporation Ltd-Life Fund 10,055,9002.2710,055,900 2.27 Bank of Ceylon A/C Ceybank Unit Trust 9,285,3902.109,190,407 2.08 HSBC International Nominees Limited-MSNY-Bay Pond Partners L.P. 3,580,0000.81 3,580,000 0.81 Dr. S. Yaddehige 3,415,2000.77 3,415,200 0.77 Bank of Ceylon-No. 2 A/C 2,583,4000.58 2,583,400 0.58 Bank of Ceylon-No. 1 Account 2,232,4000.50 2,232,400 0.50 Mr. M.J. Fernando 2,018,0000.46 2,018,000 0.46 AIA Insurance Lanka PLC A/C No.07 1,966,5280.44 1,903,439 0.43 HSBC International Nominees Limited-MSNY-Bay Pond Investors (Bermuda) L.P 1,724,2000.39 1,724,200 0.39 Bank of Ceylon A/C Ceybank Century Growth Fund 1,172,692 0.261,144,564 0.26 Employee Trust Fund Board 767,4780.17 767,478 0.17 Mr. M. Mannawarajan 650,0160.15 650,016 0.15 Richard Pieris & Co Ltd - Account No. 01 639,4000.14639,400 0.14 National Savings Bank 441,0000.10 441,000 0.10 Rockport Limited 386,0000.09 386,000 0.09 Union Assurance PLC/Account No. 05 (Unit-linked Life Insurance Fund-Equity Tracker Fund) 276,7610.06 279,299 0.06 Elgin Investments Limited 225,0000.05 175,000 0.04 Merrill J Fernando & Sons (Pvt) Limited 220,0000.05 220,000 0.05 431,941,27197.55 413,438,917 93.37 188 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Five Year Financial Summary Group 2013/142012/132011/122010/112009/10 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Revenue 8,256,149 7,890,978 8,855,241 7,457,325 4,899,671 Profit After Taxation 2,818,511 3,097,386 2,502,458 2,147,886 688,806 Share Capital & Reserves Stated Capital Other Components of Equity Retained Profit Shareholders’ Funds 3,345,117 11,112,849 7,880,070 22,338,036 3,345,117 11,110,290 7,242,060 21,697,467 3,345,117 5,143,193 6,490,690 14,979,000 3,345,117 5,179,592 5,194,517 13,719,226 3,345,117 5,233,818 3,585,332 12,164,267 Minority Interest 3,449,509 25,787,545 3,425,692 25,123,159 2,963,109 17,942,109 2,783,930 16,503,156 2,464,777 14,629,044 Assets & (Liabilities) Current Assets 4,299,223 Current Liabilities (1,214,674) Net Current Assets 3,084,549 Non Current Assets 23,261,641 Non Current Liabilities (558,645) 25,787,545 3,986,497 (1,128,402) 2,858,095 22,789,890 (524,826) 25,123,159 4,038,373 (1,640,220) 2,398,153 16,011,297 (467,341) 17,942,109 2,705,026 (1,219,974) 1,485,052 15,446,194 (428,090) 16,503,156 1,766,283 (1,582,940) 183,343 15,397,524 (951,823) 14,629,044 Ratio Analysis Earnings Per share (Rs.)* Net Assets Per share (Rs.) Current Ratio (Times) After Tax Return on Net Assets Dividend Per Share* (Rs.) P/E Ratio (Times) 5.425.634.854.011.42 50.4549.0033.8330.9827.47 3.543.532.462.221.12 10.73%11.50%14.35%12.93% 5.18% 4.004.002.000.501.00 10.8512.4316.0723.4446.22 * The increased number of ordinary shares of 442,775,300 has been considered for the previous year’s comparative figures. five year financial summary property development division Revenue 419,119 Cost of Sales 234,571 Gross Profit 184,548 428,062 265,101 162,961 2,675,625 2,066,140 609,485 2,468,699 1,779,735 688,964 1,586,995 1,189,314 397,681 117,702 106,759 268,564 442,170 121,012 134,559 228,500 405,008 205,362 111,903 206,971 722,997 163,898 62,638 215,088 802,792 151,518 43,001 289,164 Administration & Other Overheads Other Income Change in Fair Value of Investment Property Net Profit Before Tax 189 2013/142012/132011/122010/112009/10 Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 five year financial summary cinnamon grand hotel Revenue Rooms 2,589,915 Food 1,779,373 Beverage 298,787 Food & Beverage Others 16,467 Telephone 4,827 Rental Income 16,668 Other Operating Income 191,530 Total Revenue 4,897,567 2,460,356 1,638,767 284,989 19,488 4,914 15,289 198,890 4,622,693 1,921,952 1,405,859 249,572 20,264 5,349 12,510 188,631 3,804,137 1,425,573 1,220,522 216,899 15,638 6,451 11,419 120,268 3,016,770 947,949 1,007,744 169,933 13,574 7,746 11,395 87,822 2,246,163 Expenses Room Food Cost Beverage Cost Food & Beverage Telephone Other Total Expenses 343,617 696,668 90,929 548,926 5,289 167,622 1,853,051 301,195 658,271 87,993 511,554 5,021 157,042 1,721,076 255,945 561,902 79,662 454,770 4,987 133,371 1,490,637 210,295 497,769 74,734 372,665 4,453 84,625 1,244,541 156,643 392,579 58,673 308,877 4,144 58,951 979,867 Gross Operating Income 3,044,516 2,901,617 2,313,500 1,772,229 1,266,296 262,603 111,808 376,177 173,579 924,167 241,574 86,428 324,795 138,856 794,133 199,685 72,363 285,126 140,729 697,903 180,941 86,139 261,680 121,717 650,477 155,318 76,840 201,549 97,960 531,667 2,120,349 188,746 273,493 16,538 2,599,127 2,108,719 153,787 234,422 17,915 2,514,843 1,615,597 37,403 117,211 12,067 1,782,278 1,121,752 6,391 39,070 14,832 1,182,045 734,629 16,816 19,535 2,176 773,156 Insurance 13,436 Interest Expenses 3,249 Rates 11,796 Management/ Marketing Fee 304,917 Depreciation 259,662 593,060 17,897 - 11,660 294,239 237,830 561,626 16,098 84 10,516 232,340 218,036 477,074 15,335 39,829 10,135 178,499 203,297 447,095 16,003 105,880 10,135 128,093 188,231 448,342 Net Profit Before Tax 2,006,067 1,954,452 1,305,204 734,950 324,814 Expenses Administration & General Advertising & Sales Promotion Heat, Light & Power Repair & Maintenance Total Deductions Gross Operating Profit Interest Income Dividend Income Sundry Income 190 2013/142012/132011/122010/112009/10 Rs.’000Rs.’000Rs.’000Rs.’000Rs.’000 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notice of MEETING NOTICE IS HEREBY GIVEN that the Twentieth Annual General Meeting of Asian Hotels and Properties PLC will be held at the Auditorium of the Ceylon Chamber of Commerce, No. 50, Navam Mawatha, Colombo 2, on 27th June 2014 at 11.45 a.m. for the following purposes: 1. To read the notice convening the meeting. 2. To receive and consider the Annual Report and Audited Financial Statements of the Company for the year ended 31st March 2014 together with the Report of the Auditors thereon. 3. To re-elect as a Director Mr. R.J. Karunarajah who retires by rotation in terms of Article 84 of the Articles of Association of the Company. A brief profile of Mr. R.J. Karunarajah is contained in Section /Page 39 of the Annual Report. 4. To re-elect as a Director Mr. S. Rajendra who retires by rotation in terms of Article 84 of the Articles of Association of the Company. A brief profile of Mr. S. Rajendra is contained in Section /Page 39 of the Annual Report. 5. To re-appoint the retiring Auditors, KPMG, Chartered Accountants, and to authorise the Directors to determine their remuneration. 6. To consider any other business of which due notice has been given in terms of the relevant laws and regulations. BY ORDER OF THE BOARD ASIAN HOTELS AND PROPERTIES PLC KEELLS CONSULTANTS (PRIVATE) LIMITED SECRETARIES Colombo, 30th May 2014 Note: i. A member unable to attend is entitled to appoint a Proxy to attend and vote in his/her place. ii. A Proxy need not be a member of the Company. iii. A member wishing to vote by Proxy at the Meeting may use the Proxy Form enclosed. iv. In order to be valid, the completed Proxy Form must be lodged at the Registered Office of the Company not later than 48 hours before the meeting. v. If a poll is demanded, a vote can be taken on a show of hand or by a poll. Each share is entitled to one vote. Votes can be cast in person, by proxy or corporate representatives. In the event an individual shareholder and his proxy holder are both present at the meeting, only the shareholder’s vote is counted. If the proxy holder’s appointor has indicated the manner of voting, only the appointors indication of the manner to vote will be used. 191 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Notes ......................................................................................................................................................................................................................................................... ......................................................................................................................................................................................................................................................... ......................................................................................................................................................................................................................................................... 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194 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Form of proxy I/We ................................................................................................................................................................................................................................................. of ...................................................................................................................................................................................................................................................... being a *member/members of Asian Hotels and Properties PLC hereby appoint ...................................................................................................................................................................................................................................................... of .......................................................................................................................................................................................................................................... or failing him/her Mr. S.C. Ratnayake Mr. A.D. Gunewardene Mr. J.R.F. Peiris Mr. R.J. Karunarajah Mr. S. Rajendra Mr. C.J.L. Pinto Mr. S.K.G. Senanayake Mrs. S.A. Jayasekera of Colombo, failing whom of Colombo, failing whom of Colombo, failing whom of Colombo, failing whom of Colombo, failing whom of Colombo, failing whom of Colombo, failing whom of Colombo as *my/our proxy to represent *me/us and to vote on *my/our behalf at the Annual General Meeting of the Company, to be held on the 27th day of June 2014 and at any adjournment thereof, and at any poll which may be taken in consequence thereof. *I/We the undersigned hereby authorise *my/our proxy to vote on *my/our behalf in accordance with the preferences indicated below: 1. To re-elect as a Director Mr. R.J. Karunarajah who retires in terms of Article 84 of the Articles of Association. FOR AGAINST 2. To re-elect as a Director Mr. S. Rajendra who retires in terms of 84 Article of the Articles of Association. 3. To re-appoint the retiring Auditors, KPMG, Chartered Accountants, and to Authorise the Directors to determine their remuneration. Signed this .......................................... day of .................................. Two Thousand and Fourteen ................................................... Signature of Shareholder Notes: (a) *Strike out whichever is not desired. (b) Instructions to completion of the Form of Proxy are set out on the reverse hereof. (c) A proxy need not be a Member of the Company. (d) Please indicate an “X” in the cage provided how your Proxy should vote on each Resolution. If no indication is given, or if there is, in the view of the Proxy holder, any doubt (by reason of the manner in which the instructions contained in the Proxy have been completed) as to the way in which the Proxy holder should vote, the Proxy holder in his/her discretion may vote as he/she thinks fit. 195 ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 Form of proxy contd. INSTRUCTIONS FOR COMPLETION 1. Please perfect the Form of Proxy by filling in legibly your full name and address, signing in the space provided and filling in the date of signature. 2. The completed Form of Proxy should be deposited at the Registered Office of the Company at No. 77, Galle Road, Colombo 3, not later than 48 hours before the time appointed for the holding of the Meeting. 3. If the Form of Proxy is signed by an Attorney, the relevant Power of Attorney should accompany the completed Form of Proxy for registration, if such Power of Attorney has not already been registered with the Company. 4. If the appointer is a company or corporation, the Form of Proxy should be executed under its Common Seal or by a duly authorised officer of the Company or Corporation in accordance with its Articles of Association or Constitution. 5. If this Form of Proxy is returned without any indication of how the person appointed as Proxy shall vote, then the Proxy shall exercise his/her discretion as to how he/she votes or, whether or not he/she abstains from voting. Please fill in the following details: Name : ………………………………………………………………………………… Address : ………………………………………………………………………………… .…………………………………………………………………………………. .....………………………………………………………………………………. 196 Jointly with : ………………………………………………………………………………… Share Folio No. : ………………………………………………………………………………… ASIAN HOTELS AND PROPERTIES PLC Annual Report 2013/14 corporate information Name of Company Asian Hotels and Properties PLC Legal Form A Public Limited Liability Company incorporated in Sri Lanka in 1993 and registered with the Board of Investment of Sri Lanka under Section 17 of the Board of Investment Law No. 4 of 1978. The Company was re-registered as per the New Companies Act No. 7 of 2007 on 15th June 2007. Stock Exchange Listing The issued Ordinary Shares of the Company are listed on the Main Board of the Colombo Stock Exchange of Sri Lanka. Company Registration No. PQ 2 Every Smile HAPPINESS IS INDISPENSABLE IN THE HOSPITALITY INDUSTRY. IT IS WHAT FORMS PERCEPTIONS, CREATES MEMORIES AND KEEPS PEOPLE COMING BACK FOR MORE. FOR US, IT IS AN EMOTION THAT HAS PERMEATED INTO EVERY ASPECT OF THE BUSINESS; FROM WHAT WE DELIVER TO THE GUESTS, TO HOW WE DO THINGS, EVERY DAY. IT’S WHAT MOTIVATES US, WHAT INSPIRES US AND WHAT MAKES US THE BEST IN THE INDUSTRY. THE HAPPINESS OF OUR PATRONS, OUR TEAM AND OUR SURROUNDINGS IS A REFLECTION OF THE QUALITY THAT WE OFFER AND A TESTIMONY TO OUR MANY YEARS OF EXPERIENCE. WE MAKE EVERY MOMENT WORTHWHILE… WE MAKE EVERY SMILE COUNT. Board of Directors Mr. Susantha Chaminda Ratnayake - Chairman Mr. Ajit Damon Gunewardene - Managing Director Mr. James Ronnie Felitus Peiris Mr. Rohan Jebashanthan Karunarajah Mr. Suresh Rajendra Mr. Sanjiva Kanishka Gamini Senanayake Ms. Shirani Anoja Jayasekara Mr. Cholmondeley John Lloyd Pinto Company Secretaries Keells Consultants (Private) Limited 117, Sir Chittamplalam A. Gardiner Mawatha, Colombo 2. Registered Office No. 77, Galle Road, Colombo 03 Tel : 0094 -11 2437437 Fax : 0094 -11 5547555 E-mail:[email protected] Design & Concept by: Optima Designs (Pvt) Ltd. Printed by: Gunaratne Offset Ltd Auditors KPMG Chartered Accountants 32A, Sir Mohamed Macan Marker Mawatha, Colombo 03. Bankers Citibank N.A - Colombo Deutsche Bank AG - Colombo Seylan Bank Ltd - Millennium Branch, Colombo Hongkong & Shanghai Banking Corp. Ltd. - Colombo Nations Trust Bank PLC - Union Place, Colombo DFCC Vardhana Bank Ltd. - W.A.D. Ramanayake Mw, Colombo Bank of Ceylon - Colombo ASIAN Hotels AND properties pLC | Annual report 2013/14 ASIAN Hotels AND properties pLC No. 77, Galle road, Colombo 03, Sri Lanka. T : 0094 -11 2437437 F : 0094 -11 5547555 THE annual report smile survey ASIAN Hotels AND properties pLC ANNuAL rEporT 2013/14