Building Value Building Annual Report Annual Report Value Annual Report 2020 2020 Overseas Realty has been in the forefront, pioneering the way as Sri Lanka’s premier real estate developer. We have led the way in transforming the city of Colombo with landmarks such as the World Trade Centre Colombo and the Havelock City we have indeed dedicated ourselves to building value. Today we witness the city unravelling itself in grandeur defining itself as a world class city. In this setting we are set to expand and consolidate our frontiers further through our expansionary projects which will enhance and multiply the many dimensions of value. Contents Financial Highlights ..........................4 Chairman’s Message .........................6 Profiles of Directors...........................8 Management Review Property Leasing ...........................12 Property Trading ...........................13 Property Services ...........................14 Financial Review ...........................15 Sustainability Report.........................17 Risk Management Report .....................21 Corporate Governance Report..................24 Remuneration Committee Report ................45 Audit Committee Report ......................46 Related Party Transactions Review Committee Report ..48 Financial Report Financial Calender..........................51 Annual Report of the Board of Directors ...........52 Directors, Statement on Internal Controls ...........57 Directors’ Responsibility for Financial Reporting ......58 Independent Auditor’s Report...................59 Statement of Financial Position..................63 Statement of Profit or Loss .....................65 Statement of Comprehensive Income .............66 Statement of Changes In Equity .................67 Statement of Cash Flows ......................68 Notes to the Financial Statements................70 Group Performance - Ten Year Summary ..........118 Shareholder Information .....................121 Group Land Portfolio .......................125 Notice of Meeting .........................126 Notes ..................................127 Corporate Information ...................... IBC OUR VISION Our passion is to be the most successful and innovative real estate solutions provider in the region. OUR MISSION To be a truly Sri Lankan, self-contained, diversified, real estate solutions provider, driven by a highly motivated professional team to exceed the expectations of customers and shareholders. OUR VALUES Believe in Our People Make a Difference Together Honesty and Integrity Passionate about Our Customers Embrace Quality as Way of Life Hold our Selves Accountable 4 Financial Highlights For the year ended 31st December 2020 2019 Rs Mn Rs Mn INCOME STATEMENT Revenue 4,797 8,922 Gross Profit 2,429 4,251 Fair Value Gain/ (Loss) (281) 774 Profit Before Tax (PBT) 1,847 4,642 Profit After Tax (PAT) 1,734 4,336 STATEMENT OF FINANCIAL POSITION Total Assets 65,906 57,233 Total Liabilities 21,324 14,399 Loans and Borrowings 7,471 4,692 SHAREHOLDERS' EQUITY Stated Capital 18,443 18,443 Reserves 26,138 24,391 FINANCIAL RATIOS Gross Profit Margin 51% 48% PAT Margin 36% 49% Earnings Per Share 1.40 3.49 Return on Equity 4% 10% Return on Assets 3% 8% Debt Equity Ratio 16.8% 11.0% Net Assets Per Share 35.87 34.46 PE Ratio 9.7 4.6 Overseas Realty (Ceylon) PLC 5 Group Revenue (Rs Mn) Group Prot After Tax (Rs Mn) Earning Per Share (Rs) 10,000 5000 4.0 9,000 4500 8,000 4000 3.4 7,000 3500 6,000 3000 2.8 5,000 2500 Rs. Rs. Mn Rs. Mn 4,000 2000 2.2 3,000 1500 2,000 1000 1.6 1,000 500 0 0 1.0 2015 2016 2017 2018 2019 2020 2015 2016 2017 2018 2019 2020 2015 2016 2017 2018 2019 2020 Year Year Year NAVPS vs. Avg. Share Price (Rs) ROE and ROA (%) Shareholders Equity and Total Assets Rs (Mn) 40 14 65,000 60,000 35 12 55,000 10 50,000 30 45,000 8 40,000 % Rs. 25 35,000 6 Rs. Mn 30,000 20 25,000 4 20,000 15,000 15 2 10,000 10 0 5,000 2015 2016 2017 2018 2019 2020 2015 2016 2017 2018 2019 2020 0 2015 2016 2017 2018 2019 2020 Year Year Year NAVPS Avg. Share Price ROE ROA Shareholders Equity Total Assets Annual Report 2020 6 Chairman’s Message Your Company’s investment in the Havelock City Commercial project, due for completion during the year, will build a stronger asset base for recurrent income. This will increase Shareholder value which is the Company’s mission. On behalf of the Board of Directors of The period 2019/2020 posed many The Company’s Revenue of Rs 2.2Bn was Overseas Realty (Ceylon) PLC, it is my challenges. The Easter Sunday bombing 5% lower than the previous year due pleasure to present the Annual Report in April 2019 and the advent of the mainly to lower occupancy even though and Audited Financial Statements of COVID-19 pandemic in March 2020 rental rates, which had been negotiated the Company for the year ended 31st affected economic activities across the in prior years, actually increased by 3% December 2020 and to welcome board. Due to prevailing global and during the year. Further, Mireka Group Shareholders to the 39th Annual General local uncertainties, the real estate sector, recognized a Revenue of Rs 2.1Bn Meeting of the Company. always a barometer for the economy, compared to Rs 6.1Bn in 2019 due to was severely impacted with negative lower sales from Havelock City Phase 3 The Group recorded a Revenue of demand for commercial and residential and Phase 4 residential units. Trading Rs 4.8Bn and an Operating Profit, properties. and Property Management services also excluding Fair Value Adjustment, of Rs recorded a lower Revenue of Rs 333Mn 1.8Bn during the year under review. As a result of this challenging operating for 2020 compared to Rs 456Mn for environment, the performance of the the previous year. As a result, the Group Economic Outlook Company was adversely affected. Revenue and Operating Profit, excluding After 19 years of positive growth the Fair Value Loss, contracted by 46% and Sri Lankan economy contracted by Financial Performance 49% respectively. 3.6% in 2020. Interest Rates continued The Company and its fully owned to decrease while Inflation remained subsidiaries, Mireka Homes (Pvt) Ltd, World Trade Centre, Colombo volatile for the year. The Sri Lanka Rupee Realty Management Services (Pvt) Ltd Since its inception 24 years ago, the also depreciated by 3% against the US and Overseas Realty Trading (Pvt) Ltd World Trade Center brand has been the Dollar and weakened further by February recorded below budgeted financial “Best Business Address” in Colombo with 2021. results for the Year 2020. unmatched built quality, facilities and Overseas Realty (Ceylon) PLC 7 services, positioned in a unique location Future Outlook in the Central Business District. The The measures taken by the Government comprehensive refurbishment program including the removal of VAT on which commenced in 2018 has been Residential Sales and a reduction in substantially completed during the year. interest rates, are encouraging. Against It is a strong testament to the Company’s the backdrop of a general revival in dedication and commitment to excellence economic activity and political stability, in continuing to provide a comprehensive developers and buyers are beginning to service for top quality office space. see an increased interest for residential properties. Despite the disruptions caused by the COVID-19 pandemic, the World Your Company’s investment in the Trade Centre was able to continue its Havelock City Commercial Project, due operations, uninterrupted 24x7, with all for completion during the year, will necessary precautionary measures taken build a stronger asset base for recurrent to protect the tenants and visitors. income. This will increase Shareholder Value which is the Company’s Mission. Havelock City Havelock City is the largest mixed-use Dividends development built on 18 Acres of prime Under the prevailing circumstances of land in Colombo. The Project comprises depressed market conditions, ongoing of both Residential and Commercial Covid-19 pandemic, general economic Components. uncertainties, and the large capital commitment required for the completion Ongoing construction activities were of the Havelock city Commercial affected by the COVID-19 pandemic with development, your Board has decided resultant curfews and work restrictions not to recommend a Dividend. which resulted in numerous difficulties on site including time and cost escalations. Acknowledgement I wish to take this opportunity to convey Residential Component my appreciation to all our Stakeholders The Residential towers are being built for their continuous understanding, in stages; Phases One and Two were confidence and support. I must also completed and sold out. Phase Three acknowledge the commitment and hard was completed at the end of 2019 and work of the entire Management and Staff there remains a limited number of ready- who worked tirelessly during this difficult to-move-in luxury apartments for sale. period. Finally, I extend my appreciation The Fourth Phase which adds two more to my Directors for their guidance and residential towers was 97% built by the advice offered during the year. end of 2020 and will be completed by March 2021. Commercial Component S. P. Tao The Commercial development, Chairman comprising a 50-Storey Office building, “Mireka Tower”, offering distinctive 23rd February 2021 workspaces and a 200,000 sq.ft. international standard Shopping Mall with a specialized mix of conveniences, fashion, food and entertainment is under construction. In December 2020, 71% of the development was completed and the opening of the Complex is expected by end 2021. Pre-leasing of both the commercial and retail spaces are in progress. Annual Report 2020 8 Profiles of Directors Mr. Shing Pee Tao encompassing the residential, commercial and retail sectors Mr. Shing Pee Tao is the Founder of the Shing Kwan Group of through its controlling interest in Singapore Land Limited (until companies. A naturalized Singapore citizen of Chinese origin, 1990), P T Jakarta Land (until 2005) and ORC PLC. Mrs. Ong Mr. Tao has extensive worldwide business experience and is participated in the Advanced Management Program in Harvard widely regarded as a visionary entrepreneur in the commodities, Business School in 1983.