Annual Report 2015 - 2016 Annual Report
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TESS AGRO PLC Annual Report 2015 - 2016 Annual Report Our Vision To achieve the country's best practice in the efficient and effective provision of service to Sri Lanka's Agricultural and Fisheries Sector. Our Mission To perform as a vital link to our rural economy and exploit state of the art technology to ensure consistency and quality of products & services. Contents Annual Report Page Corporate information 01 Notice of the Meeting 03 Chairperson’s Report 04 Board of Directors 05 Corporate Governance 06 Statements of Compliance 09 Directors' Report 11 Directors' Responsibility for Financial Reporting 13 Audit Committee Report 14 Independent Auditors' Report 15 Statement of Comprehensive Income 16 Statement of Financial Position 18 Statement of Cash Flow 19 Statement of Changes in Equity 20 Accounting Policies 21 Notes to the Accounts 32 Financial Review 54 Investor Information 58 Proxy Form 63 Corporate Information Annual Report NAME OF COMPANY : TESS AGRO PLC REGISTERED OFFICE : 87, New Nuge Road, Kelaniya. TELEPHONE NO : 2910859 FAX NO. : 2910615 E.MAIL ADDRESS : [email protected] WEB ADDRESS : www.tess.lk DATE, PLACE AND THE AUTHORITY : 20th May 1992, Colombo OF INCORPORATION Companies Act. No. 07 of 2007 PB 689 PQ BOARD OF DIRECTORS : Mrs. S.F. Fernando Prof. Arthur H.De O. Bamunuarachchi Mr. Shiran Fernando Mr. Roshan Fernando Mr. Dilshan Fernando Mr. A.R. Peiris SECRETARIES TO THE COMPANY : United Corporate Consultants & Secretaries (Pvt) Limited 211, T.B. Jaya Mawatha, Colombo 10. AUDITORS : Sarma & Co., Chartered Accountants 60 2/2, Pradeepa Mawatha, Colombo 10. 1 Corporate Information Annual Report LAWYERS : F J & G De Saram Corporate Law Office 210 De Saram Road Colombo 10. BANKERS TO THE COMPANY : Commercial Bank of Ceylon PLC City Office 98, York Street Colombo 01. National Development Bank PLC 103 A, Dharmapala Mawatha, Colombo 07. Seylan Bank PLC Fort Branch, Colombo 01. Hatton National Bank PLC No. 479, T.B. Jaya Mawatha, P.O.Box 837. Colombo 10. 2 Notice of Meeting Annual Report Notice is hereby given that the Twenty Third (23rd) Annual General Meeting of Tess Agro PLC will be held at the Sri Lanka Foundation Institute, 100, Sri Lanka Padanam Mawatha, Independence Square, Colombo 7, on Tuesday 11th October 2016 at 10.30 AM for the following purposes. Agenda: 1. To receive and consider the Annual Report of the Board of Director on the affairs of the Company and the Statements of Accounts for the year ended 31st March 2016 and the Report of the Auditors thereon. 2. To Re-elect Mrs. S.F. Fernando who is over 70 years of age as a Director, by passing the following resolution. “The age limit stipulated in section 210 of the Companies Act no 07 of 2007 shall not apply to Mrs. S.F Fernando who has attained 74 years and that she be re-elected a Director of the company” 3. To reappoint M/S Sarma & Co, Chartered Accountant as auditors and authorize the Directors to determine their remuneration. 4. To authorize the Directors to Determine payments for the year 2016/2017 for charitable and other purposes as set out in the Companies Donations Act (Cap 147). Note: 1. A member is entitled to appoint a proxy to attend and vote in his/her place. 2. A Proxy need not be a member of the Company. 3. A member wishing to vote by proxy at the meeting may use the proxy form enclosed. 4. To be valid, the completed proxy form must be lodged at the registered office of the Company not less than 48 hours before the time fixed for the meeting. By Order of the Board of Directors TESS AGRO PLC United Corporate Consultants & Secretaries (Pvt) Limited, Secretaries Colombo 31st August 2016 3 Chairperson's Report Annual Report On behalf of the Board of Directors, I take pleasure Future Outlook in inviting you to the 23rd Annual General Meeting With the re-opening of the European markets, of your Company, and wish to present the annual and the new political climate in the country, the report and audited accounts of Tess Agro PLC for possibility of obtaining GSP plus where all the year ended 31st March 2016. marine products will receive duty free status, The year under review was the second year running will be a huge boost to the exports of the when the company had to face its biggest company in the future. The company is challenge, as the European Union, which was Sri continuously striving to rebuild its lost market Lanka's most lucrative market decided to ban Sri despite the odds. Lankan fish being imported into the EU. Charity & Donations Prior to the ban imposed in January 2015, the EU During the year under review The Company accounted for nearly one-third of Sri Lanka's fish spent Rs. 582,638/- on the Hope Children's exports in terms of volume and about 40 per cent of Home an approved Children's Home under the the exports in terms of revenue. National Child Protection and Child Probation The European Union (EU) has now completely Services which was founded by our former lifted the ban on fisheries exports from Sri Lanka, Chairman Late Mr. Oliver Fernando. from the beginning of July 2016. Appreciation Operations In conclusion I wish to express my sincere During the year under review the company gratitude and appreciation to the members of the continued to carry out its business with the help board, our staff and to the shareholders for their of its Belgium branch by importing from other loyalty and confidence placed in us. neighbouring countries such as Maldives, Philippines and Vietnam. When Sri Lanka is back in business we would still hold on to our S. Faika Fernando (Mrs.) market share. Chairperson 31st August 2016 Financial Performance The company recorded a turnover of Rs. 377 million opposed to Rs. 444 million, the Gross Profit grew from 10.8 million to 45 Million which is drastic improvement in gross margins despite the lower turnover. However due to bad debts written off which resulted from the EU ban and the drastic depreciation of the Rupee from Rs 110 to Rs 145 resulting in exchange loss on the foreign currency loans obtained by the company resulted, in a loss of Rs 56.4 million. 4 Board of Directors Annual Report Mrs. S. F. Fernando Mr. D. Fernando. MBA, FCMI (UK) Mrs. Sithy Faika Fernando is Non-Executive Mr. Dilshan Fernando CEO of the company who chairperson of the company. is having 25 years' experience in engineering and management. Holds a Masters Degree in She also a Director of the Tess (Pvt) Ltd, Business Administration and Fellow Member of Tropic Fishery (Pvt) Ltd and Tropic Frozen the Chartered Management Institute of United Foods (Pvt) Ltd. Kingdom Mr. S. Fernando He is also a Director of Tropic Fishery (Pvt) Ltd, Tropic Frozen Foods Ltd and Director of Tess Mr.Shiran Fernando Director – Operations of (Pvt) Ltd as well as E-Global Services (Pvt) Ltd. the company who is having 26 years' experience in management and in the tea trade, Mr. R. Fernando and export marketing of agricultural produce. Mr. Roshan Fernando who is having 25 years' He is also the CEO of Tess (Pvt) Ltd and experience in management specialized in fish Director of Tropic Fishery (Pvt) Ltd and processing and trained at the South Asian Tropic Frozen Foods (Pvt) Ltd. Fisheries Development Centre Singapore on standardization, processing, quality control and Prof. A. Bamunuarachchi packaging of fishery products. Prof. Arthur Bamunuarachchi Consultant to the Currently serving as the President of the Seafood Asian Development Bank. and the former head Exporters Association of Sri Lanka of Applied chemistry-at the University of Sri Jayewardenepura. He is the CEO of Tropic Fishery (Pvt) Ltd and Tropic Frozen Foods (Pvt) Ltd as well as He holds a Masters degree in food science Director of Tess (Pvt) Ltd. technology from the University of California Davis and a PHD form the University of New Mr. A. R. Peiris. B.Sc. (Cey.), FCMA (UK) South Wales in Australia. CGMA He is a Member of the Australian institute of Mr. Amaralal Peiris who is Independent Non- food technologist, American institute of food Executive Director on the Board. technologist, American institute of Cereal chemists (Ex), Indian Association of food He has served Petroleum Corporation for 10 scientist and technologists (Ex), Pakistan years in Technical, Planning & Finance Association of food scientist and technologists, Divisions and at the time left the Corporation in Institute of Chemistry of Sri Lanka, Sri Lanka, 1979, was the head of the Refinery Finance Association of Fisheries and Agriculture, Division. Sri Lanka Association for the Advancement of Thereafter, he joined National Development Science, and a Fellow of the National Academy Bank where he held several senior positions for of Science, Sri Lanka. 24 years. He has held Directorships in several reputed public listed and unlisted companies. Mr. Peiris is an Executive Director of Lankem Ceylon PLC & holds Directorships in several companies within the Lankem Group. 5 Corporate Governance Annual Report Corporate Governance is understood as the system Internal Control by which companies are directed, managed and controlled. The Board of Directors are responsible The Board has the responsibility to design and for the governance of the Company and implement internal control systems and reviews maintaining a balance between the achievement of its effectiveness. Internal Controls are designed corporate objectives, the alignment of corporate to cover the risk arising from errors omissions behavior with the expectations of society and and mistakes, safeguarding the assets of the accountability to the share holders. company and to record and maintains proper The Board of Directors are committed in books, through proper procedures.