Browns-Beach-Hotels-PLC-Annual
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CONTENTS Notice of Meeting ......................................................................................................................................... 02 Corporate Information ................................................................................................................................ 04 Chairman’s Review ...................................................................................................................................... 05 The Board of Directors................................................................................................................................. 06 Risk Management ........................................................................................................................................ 09 Corporate Governance ................................................................................................................................ 08 Remuneration Committee Report ............................................................................................................. 23 Audit Committee Report ............................................................................................................................ 25 Annual Report of the Board of Directors .................................................................................................. 27 Statement of Directors’ Responsibilities ................................................................................................... 33 Independent Auditors’ Report ................................................................................................................... 34 Financial Information .................................................................................................................................. 35 Statement of Value Added .......................................................................................................................... 70 Shareholder and Investor Information ..................................................................................................... 70 Decade at a Glance ....................................................................................................................................... 73 Glossary ......................................................................................................................................................... 74 Financial Calendar ....................................................................................................................................... 76 Form of Proxy ............................................................................................................................................... encl.79 B R O W N S B E A C H H O T E L S P L C B R O W N S B E A C H H O T E L S P L C 00 000 NOTICE OF MEETING Notice is hereby given that the Twenty Fourth Annual General Meeting of Browns Beach Hotels PLC will be held at the Institute of Chartered Accountants of Sri Lanka, 30A, Malalasekara Mawatha, Colombo 07 at 3.00 p.m on Friday, 30th September 2006, for the following purposes:- 0. To appoint Deshamanya D H S Jayawardena who is over the age of 70 years, as a Director by passing the following resolution, as an Ordinary Resolution: “That the age limit stipulated in Section 200 of the Companies Act No 7 of 2007 shall not apply to Deshamanya D H S Jayawardena who has attained the age of 74 years and that he be appointed a Director of the Company.” 2. To appoint Mr. M V Theagarajah who is over the age of 70 years, as a Director by passing the following resolution, as an Ordinary Resolution: “That the age limit stipulated in Section 200 of the Companies Act No 7 of 2007 shall not apply to Mr. M V Theagarajah who has attained the age of 84 years and that he be appointed a Director of the Company.” 3. To appoint Mr. R N Asirwatham who is over 70 years, as a Director by passing the following resolution, as an Ordinary Resolution: “That the age limit stipulated in Section 200 of the Companies Act No. 7 of 2007 shall not apply to Mr. R N Asirwatham who has attained the age of 74 years and that he be appointed a Director of the Company”. 4. To re-appoint Mr. J M S Brito who attained the age of 70 years on 20st August 2006, as a Director, by passing the following Resolution, as an Ordinary Resolution: “That the age limit stipulated in Section 200 of the Companies Act No. 7 of 2007 shall not apply to Mr. J M S Brito who attained the age of 70 years on 20st August 2006 and that he be re-appointed a Director of the Company”. 5. To receive and consider the Annual Report of the Board of Directors together with the Financial Statements of the Company and the Report of the Auditors’ thereon for the year ended 30st March 2006. 6. To re-elect Mr. A L Gooneratne who retires by rotation in terms of Article 85 of the Articles of Association of the Company, as a Director. 7. To elect Ms. D S T Jayawardena, who retires in terms of Article 90 of the Articles of Association of the Company, as a Director. 8. To elect Mr. N J de Silva Deva Aditiya, who retires in terms of Article 90 of the Articles of Association of the Company, as a Director. 9. To elect Mr. Christie Ranjan Stanislaus, who retires in terms of Article 90 of the Articles of Association of the Company, as a Director. B R O W N S B E A C H H O T E L S P L C B R O W N S B E A C H H O T E L S P L C 022 033 NOTICE OF MEETING - Contd. 00. To re-appoint the retiring Auditors, Messrs KPMG, Chartered Accountants and authorise the Directors to determine their remuneration. 11. To consider any other business of which due notice has been given. By order of the Board Anusha Wijesekara Director P W Corporate Secretarial (Pvt) Ltd Secretaries 22nd August 2006 Colombo Note:- 1. A shareholder entitled to attend and vote at the meeting is entitled to appoint a Proxy to attend, speak and vote in his/her stead and a Form of Proxy is enclosed for this purpose. A Proxy need not be a shareholder of the Company. 2. The completed Form of Proxy should be deposited at the Registered Office of the Company, No.315, Vauxhall Street, Colombo 2 not later than 3.00 p.m. on 28th September 2016. B R O W N S B E A C H H O T E L S P L C B R O W N S B E A C H H O T E L S P L C 022 033 CORPORATE INFORMATION Name Browns Beach Hotels PLC Subsidiary Company Negombo Beach Resorts (Private) Limited Legal Form A Public Quoted Company with Limited Liability (Incorporated in Sri Lanka on 04th August 0992) Company Registration Number PQ 202 Directors Deshamanya D. H. S. Jayawardena - Chairman M. V. Theagarajah F.C.M.A., F.C.I.A.A., F.I.Mgt. J. M. S. Brito LLB., FCA., MBA. D. S. T. Jayawardena (Appointed with effect from 01st January 2016) N. J. de S. Deva Aditya (Appointed with effect from 17th March 2016) A.L. Gooneratne FCA R. N. Asirwatham FCA (Appointed with effect from 17th March 2016) Ranjan Stanislaus (Appointed with effect from 15th August 2016) Directors of Subsidiary Company Deshamanya D. H. S. Jayawardena - Chairman D. S. T. Jayawardena (Appointed with effect from 01st January 2016) C. M. S. Jayawickrama F.C.M.A R. N. Asirwatham FCA (Appointed with effect from 17th March 2016) Ranjan Stanislaus (Appointed with effect from 15th August 2016) Secretaries P. W. Corporate Secretarial (Pvt) Ltd 3/07, Kynsey Road, Colombo 8. Tel: (9411) 4640360-3 Fax: (9411) 4740588 Registered Office 305, Vauxhall Street, Colombo 02. Hotel 075, Lewis Place, Negombo. Tel: +94 30 7430430 Auditors Messrs. KPMG., Chartered Accountants 32A, Sri Mohamad Macan Markar Mawatha, P. O. Box 086, Colombo 03. Bankers Hatton National Bank PLC B R O W N S B E A C H H O T E L S P L C B R O W N S B E A C H H O T E L S P L C 044 055 CHAIRMAN’S REVIEW On behalf of the Board of Directors, I have pleasure in presenting the Annual Report and Financial Statements of your company for the financial year ended 30st March 2006. TOURISM OVERVIEW Sri Lanka’s Tourist arrivals continued on its post war growth momentum with arrivals increasing to 0.8 million. The highest growth in arrivals once again came from China with a 67% rise, whilst arrivals from India grew by 30% and from United Kingdom and Germany tourist origin for Sri Lanka by 02% each. DEVELOPMENT & PROSPECTS It is my pleasure to announce that the newly constructed 039 roomed, state-of-the-art five star property launched operations in April 2006 as “Heritance Negombo”. The Hotel complete with all the trappings of a beach resort, promises to create a truly unique “Heritance” guest experience. “Heritance Negombo” the newest addition to our Heritance portfolio is well poised to capture the market for those who seek state-of-the-art lodgings based on a novel “city hotel on the beach” concept which combines proximity and convenience with resort ambience. The convenient location of the Hotel in close proximity to the Colombo International Airport makes it a popular location for the business traveler and transit guest. Browns Beach Hotels PLC reported a loss of Rs. 04.6 million in the current financial year and a loss of Rs. 004.6 million at a Group level mainly due to preoperational period expenses incurred. CONCLUSION I wish to thank my fellow Directors on the Board and Management Company, Aitken Spence Hotel Managements (Pvt) Ltd. for their guidance and advice particularly during the construction phase of the Hotel and on the way forward for the Company. I also wish to thank all our stakeholders for their support in the past and I am confident that we would receive their utmost support in the future, to