Environmental Resources Investment PLC PLC Investment Resources Environmental 2011/12 Annual Report Not simple. Just successful. Environmental Resources Investment PLC Annual Report 2011/12 Not everyone knows who we are or what we do. Yet we are one of the few companies that have brought significant foreign funds in to Sri Lanka, hitting a high of over Rs. 6 billion in Revenue during the year under review. We restructure, renew and restore failing companies, bringing them back to profitability and good ranking. And we do this while prioritising employee loyalties, rewarding merit and regulating finances in order to achieve the best results, in the most responsible manner. Today we are a unique Sri Lankan corporate, focusing on the empowerment of Sri Lankan commerce and industry through business process re-engineering strategies that work. Not simple. Just successful. OUR VISION OUR MISSION To be the leading To seek a sustainable investment company in value for our stakeholders Sri Lanka, providing by identifying attractive superior returns to investment opportunities stakeholders while that will generate above maintaining high integrity. market returns at an acceptable level of risk. Operational Highlights 2 Management Discussion and Analysis Income Statement 77 Financial Highlights 3 Financial Review 28 Statement of Changes in Equity - Group 78 Who We Are 4 Our Presence 33 Statement of Changes in Equity - Company 79 Group Structure 5 Risk Management 34 Cash Flow Statements 80 Chairman’s Message 6 Governance Notes to the Financial Statements 82 Chief Executive Officer’s Review 8 Corporate Governance 39 Supplementary Information Board of Directors 10 Report of the Audit Committee 61 Shareholder Information 136 DNH Financial (Pvt) Ltd 12 Remuneration Committee 62 Decade at a Glance 143 Ceylon Leather Products PLC 14 Sustainability Report 63 Details of Group Properties 144 South Asia Textile Industries Lanka (Pvt) Ltd 16 Financial Reports Glossary of Financial Terms 145 Olancom (Pvt) Ltd 18 Annual Report of the Board of Directors 70 Notice of Annual General Meeting 146 Enterprise Technology (Pvt) Ltd 20 Statement of Directors’ Responsibility 73 Form of Proxy 147 Dankotuwa Porcelain PLC 22 Chief Financial Officer’s Responsibility 74 Corporate Information IBC The Colombo Pharmacy Company PLC 24 Independent Auditor’s Report 75 Palla & Company (Pvt) Ltd 26 Balance Sheet 76 Our Vision & Our Mission | Operational Highlights | Financial Highlights | Who We Are | Group Structure | Chairman’s Message | Chief Executive Officer’s Review | 2 Board of Directors | Management Discussion and Analysis | Our Presence | Risk Management | Governance | Report of the Audit Committee OPERATIONAL HIGHLIGHTS 2011 Palla & Company (Pvt) Ltd (PCL), a footwear manufacturing and exporting April company for a consideration of Rs. 155 ERI Board of Directors decided to million. Furthermore, CLPL invested Rs. dispose of 24% ordinary shares of 299 million in fully paid, non-voting, Environmental Resources Limited (BVI) convertible, redeemable, cumulative for a consideration of approximately USD preference shares of PCL, each with a 19.8 million to Photon Global Limited (BVI) coupon rate of 8%, with an option to and ultimate beneficiary being Lionhart convert after one year’s time. Investment Ltd., subject to regulatory approval. Rs. 813 million was infused into the company as a result of the second phase June of ERI’s 2011 warrant conversion. The special resolution for the extension Appointment of Mr. Kelly T. Ehler as a of the expiry date of ERI’s 2011 warrant Director of ERI. conversion was approved unanimously by the warrant holders and shareholders at the Extraordinary meetings held. 2012 July January First phase of the ERI’s 2011 warrant Mr. Eric B. Wikramanyake was appointed conversion was successfully completed as ERI’s new Chief Executive Officer (CEO) infusing Rs. 60 million to the Company. by the Board of Directors. September February 9,233,774 of Ceylon Leather Products The special resolution for the extension PLC’s (CLPL’s) 2011 warrants were of the expiry date of ERI’s 2012 warrant converted, infusing Rs. 942 million to the conversion was duly approved by the Company. Being a major contributor to warrant holders and shareholders at the the conversion, ERI’s ownership of CLPL Extraordinary meetings held. increased to 81.63%. The Colombo Pharmacy Company PLC, November opened a state-of-the-art pharmacy and ERI won the prestigious International began the renovation process of its 4 ‘Diamond Eye Award’ for quality and storey building located in Colombo 02. excellence by OMAC (Otherways Management Association Club, France) March at an awards ceremony held in Geneva, South Asia Textile Industries Lanka (Pvt) Switzerland. Ltd received world recognised Global Organic Fabrics Textile Standard (GOTS) December accreditation for ensuring organic status Ceylon Leather Products PLC acquired of textiles. 60% of the ordinary shares of M/s. Environmental Resources Investment PLC Annual Report 2011/12 3 FINANCIAL HIGHLIGHTS 2011/2012 2010/2011 % Change Income Highlights Revenue (Rs.) 6,085,035,311 2,208,049,684 175.58 Profit Before Interest & Tax (Rs.) 308,206,019 604,750,631 (49.04) Profit Before Tax (Rs.) 164,881,218 571,238,564 (71.14) Profit After Tax (Rs.) 101,446,777 480,674,574 (78.89) Diluted EPS (Rs.) 0.39 0.48 (18.97) Interest Cover (Times) 2.15 18.05 (88.09) Return on Equity (%) 1.05 5.45 (80.73) Return on Capital Employed (%) 2.70 5.81 (53.53) Balance Sheet Highlights Total Assets (Rs.) 12,922,865,660 12,197,503,967 5.95 Total Debt (Rs.) 1,740,703,660 1,596,606,233 9.03 Total Shareholders’ Funds (Rs.) 8,393,877,066 7,372,162,756 13.86 No. of Shares in Issue 349,367,119 312,949,440 11.64 Net Assets per Share (Rs.) 24.03 23.56 1.99 Debt/Equity (%) 17.98 18.10 (0.64) Debt/Total Assets (%) 13.47 13.09 2.91 Market/Shareholder Information Market Price of Share (Rs.) 16.80 77.30 (78.27) Market Capitalization (Rs.) 5,869,367,599 24,190,991,712 (75.74) P/E Ratio (Times) 43.08 51.19 (15.85) Dividend Payout (%) N/A N/A N/A Dividend Per Share (Rs.) N/A N/A N/A Balance Sheet Highlights Earnings Ratios 6,085 12,923 12,198 9,679 8,821 2,208 3,404 3,377 3,244 2,983 1,125 859 481 421 234 156 109 101 Rs. Million Rs. Million TOTAL ASSETS TOTAL EQUITY TOTAL LIABILITIES REVENUE GROSS PROFIT NET PROFIT 2010 2011 2012 2010 2011 2012 Operational Highlights | Financial Highlights | Who We Are | Group Structure | Chairman’s Message | Chief Executive Officer’s Review | Board of Directors | 4 Management Discussion and Analysis | Our Presence | Risk Management | Governance | Report of the Audit Committee WHO WE ARE We are Environmental Resources Investment investments, seeing investment PLC (ERI), a rapidly emerging premier opportunities in different perspectives, investment holding company focusing on readily acknowledging dormant potentials of investments within Sri Lanka. The Company investments which others felt unattractive has established a brand image for itself as or highly risky and in the process, vigorously a progressive investment company which seeking, negotiating and finalizing complex sees things differently to make courageous deals. Even though the path taken by ERI investment decisions and make them work has been full of obstacles, ERI has managed through astute financial prudence coupled to overcome hardships and emerge as a with down-to-earth liquidity management, shining star in the corporate sector. Through overlooked by competent Compliance various well-structured and innovative Officers. The Company’s investments are funding processes and striking business diversified in sectors such as Manufacturing, acquisition structures, Board of Directors of IT, Pharmaceutical, Retail Trade, Distribution, ERI managed to convert a shell company to Real Estate, Web Marketing and Stock a conglomerate, consisting of 12 direct and Brokering. We strive to create sustainable indirect subsidiaries within a short span of value addition for our stakeholders and the time. The Company was successful in raising companies we invest in, while continuously more than Rs. 4.5 billion via three successful owning corporate social responsibility for the right issues realizing in 191.2 million community which we are a part of. shares and raised Rs. 3.2 billion through 140.7 million warrants issued for 2010 ERI is the successor to the erstwhile and 2011. One billion warrants are pending reputed Sri Lankan entity of the British conversions, amounting to Rs. 37.5 billion, era - Walker & Greig PLC - a public quoted whilst 2014 and 2015 warrants are traded at company established in 1910, and listed a total valuation of Rs. 26 billion. in the Colombo Stock Exchange in 1970, under the ticker symbol GREG, which was ERI operates with only 23 professionals engaged in the business of trading fast who are through unorthodox and pragmatic moving consumer goods. In July 2007, investment evaluations and razor sharp Lionhart Investment Ltd, a reputed hedge reactions to market sensitivities, totally fund based in the United Kingdom, acquired engrossed in “making things happen” the controlling stake of Walker & Greg PLC by turning around and sustaining the and later restructured the Company into companies we invest in. Their efforts an investment holding company, changing guarantee the direct employment of over its name to Environmental Resources 3000 Sri Lankans. Investment PLC. ERI transformed itself into a different kind of an investment With the ethnic conflict ending and with company that creates long term value for the resultant economic exuberance, the all stakeholders, both large and small, while Company is positively confident of further adhering to highest ethical standards. augmenting the profitability of its group companies and will continue to pursue the Right from its first acquisition, ERI same path, realistically aware that it is “Not positioned itself as a leader in alternative Simple, Just Successful”.