ANNUAL REPORT 2019 ANNUAL REPORT OVERSEAS REALTY [Ceylon] | PLC ANNUAL REPORT 2019 CORPORATE INFORMATION Name of the Company Group Management Committee Overseas Realty (Ceylon) PLC Pravir Samarasinghe Roschen Perera Company Registration No. Remaz Ghouse Pradeep Pethiyagoda PQ39 Shiromi Balasuriya Legal Form Jeewaka Samarasekera Anshal Ambawatte A Public Listed Company with limited liability ,incorporated in Yasheela Amarawardena Sri Lanka on 28th October, 1980 under the Companies Kumi Miranda Ordinance (Cap.145) bearing Company Registration No.PBS1084 and listed on the Colombo Stock Exchange since Company Secretary 1982. The Company was re-registered under the Companies Act Shiromi Balasuriya - Attorney–at–Law / LL.M No. 07 of 2007. Registered Office Auditors Messrs. Ernst &Young Overseas Realty (Ceylon) PLC 201, De Saram Place Level18–East Tower Colombo10 World Trade Center Tel: 2463500 Echelon Square Colombo01 Registrars Tel: 2346333 Messrs. SSP Corporate Services (Private) Limited Directors 101, Inner Flower Road Colombo 03 Shing Pee Tao – Chairman Tel: 2573894 Hussein Zubire Cassim – Deputy Chairman Tissa Kumara Bandaranayake Subsidiaries Ajit Mahendra De Silva Jayaratne Leslie Ralph de Lanerolle Mireka Capital Land Private) Limited Rohini Lettitia Nanayakkara Mireka Homes (Private) Limited Mildred Tao Ong Havelock City (Private) Limited Yap Boh Pin Overseas Realty Investments Lanka (Private) Limited En Ping Ong Mireka Residencies (Private) Limited Ranee Jayamaha Mireka Property (Private) Limited Pravir Samarasinghe Realty Management Services (Private) Limited Overseas Realty Trading (Private) Limited Tao Ben Nien (alternate to Shing Pee Tao) Lee Kang Ho (alternate to Yap Boh Pin) Level 18–East Tower World Trade Center Audit Committee Echelon Square Colombo 01 Ajit Mahendra De Silva Jayaratne – Chairman Tel: 2346333/2502247/2505100 Hussein Zubire Cassim Yap Boh Pin Websites Rohini Lettitia Nanayakkara Tissa Kumara Bandaranayake www.orcl.lk www.wtc.lk Remuneration Committee www.havelockcity.lk Hussein Zubire Cassim Rohini Lettitia Nanayakkara Ajit Mahendra De Silva Jayaratne En Ping Ong Tissa Kumara Bandaranayake SEEING BEYOND THE PRESENT In the forefront of the real estate sector in Sri Lanka, we have always envisioned the future by seeing beyond the present. Creating paragons of excellence and setting the benchmark in residential and property leasing we have had a vision of modernity in scaling up the City of Colombo to international standards. With our significant projects on the pathway of completion, we are geared to create iconic landmarks which would position the city to its futuristic setting. Contents Financial Highlights 4 Chairman’s Message 6 Profiles of Directors 8 Management Review Property Leasing 14 Property Trading 15 Property Services 16 Financial Review 17 Sustainability Report 19 Risk Management Report 23 Corporate Governance Report 26 Remuneration Committee Report 47 Audit Committee Report 48 Related Party Transactions Review Committee Report 50 Financial Report Financial Calender 53 Annual Report of the Board of Directors 54 Directors, Statement on Internal Controls 59 Directors’ Responsibility for Financial Reporting 60 Independent Auditor’s Report 61 Statement of Financial Position 65 Statement of Profit Or Loss 67 Statement of Comprehensive Income 68 Statement of Changes In Equity 69 Statement of Cash Flows 70 Notes to the Financial Statements 72 Group Performance - Ten Year Summary 121 Shareholder Information 124 Group Land Portfolio 128 Notice of Meeting 129 Notes 130 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. Believe in Our People Make a Difference Together Honesty and Integrity OUR VALUES Passionate about Our Customers Embrace Quality as Way of Life Hold our Selves Accountable 4 OVERSEAS REALTY [Ceylon] PLC FINANCIAL HIGHLIGHTS For the year ended 31st December 2019 2018 Rs. Mn Rs. Mn INCOME STATEMENT Revenue 8,922 6,785 Gross Profit 4,251 3,744 Fair Value Gain (FVG) 774 1,223 Profit Before Tax (PBT) 4,642 4,960 Profit After Tax (PAT) 4,336 4,817 PAT (Excluding FVG) 3,562 3,594 STATEMENT OF FINANCIAL POSITION Total Assets 57,233 50,050 Total Liabilities 14,399 10,015 Loans and Borrowings 4,692 2,914 SHAREHOLDERS' EQUITY Stated Capital 18,443 18,443 Reserves 24,391 21,592 FINANCIAL RATIOS Gross Profit Margin 48% 55% PAT (Including FVG) Margin 49% 71% PAT (Excluding FVG) Margin 40% 53% Earnings Per Share (Including FVG) 3.49 3.88 Earnings Per Share (Excluding FVG) 2.87 2.89 Return on Equity 10% 13% Return on Assets 8% 10% Debt Equity Ratio 11.0% 7.3% Net Assets Per Share 34.46 32.21 PE Ratio 4.6 4.3 ANNUAL REPORT 2019 5 Group Revenue Group Profit After Tax Earning Per Share 10,000 5,000 4.0 8,000 4,000 3.5 6,000 3,000 3.0 (Rs) (Rs Mn) 4,000 (Rs Mn) 2,000 2.5 2,000 1,000 2.0 0 0 1.5 2014 2015 2016 2017 2018 2019 2014 2015 2016 2017 2018 2019 2014 2015 2016 2017 2018 2019 Year Year Year PAT (Excl FV) PAT (Incl FV) Excl FV Incl FV NAVPS vs. Avg. Share Price ROE and ROA Shareholders Equity and Total Assets 35 15 60,000 50,000 30 12 40,000 25 30,000 (%) (Rs) (Rs Mn) 9 20,000 20 10,000 15 6 0 2014 2015 2016 2017 2018 2019 2014 2015 2016 2017 2018 2019 2014 2015 2016 2017 2018 2019 Year Year Year Avg. Share Price NAVPS ROA ROE Total Assets Shareholders Equity 6 OVERSEAS REALTY [Ceylon] PLC CHAIRMAN’S MESSAGE “ The multiple terror attacks across the Country on Easter Sunday, 21 April 2019, and the unstable political and economic conditions experienced during the year resulted in further challenges to the real estate sector. The performance of the Company within this challenging external environment was noteworthy ” I welcome you to the 38th Annual Country on Easter Sunday, 21 April Rs. 46Mn to the Revenue and Operating General Meeting of Overseas Realty 2019, and the unstable political and Profit respectively. Consequently, the (Ceylon) PLC. I am pleased to present economic conditions experienced during Group Revenue and Operating Profit the Annual Report and Financial the year resulted in further challenges to excluding Fair Value Gain grew by 31% Statements of the Company for the Year the real estate sector. The performance and 14% respectively. ended 31st December 2019. It is with of the Company within this challenging great pleasure that I report that your external environment was noteworthy. World Trade Centre, Colombo Group recorded a Revenue of Rs. 8.9 With its prime location in the heart of Bn and an Operating Profit excluding Financial Performance the Central Business District, the WTC Fair Value Gain of Rs. 3.7Bn during The Company and its fully owned Colombo enjoys the premier position 2019. subsidiaries, Mireka Homes (Pvt) Ltd as the best Business Address in the and Realty Management Services (Pv) Country, with unmatched design, built The Revenue and the Operating Profit Ltd achieved acceptable operational and quality, facilities and services. excluding Fair Value Gain have increased financial results during the year 2019. by 31% and 14% respectively during the Although the Building occupancy year under review. The Company Revenue of Rs. 2.33Bn, reduced during the year due to the was 2% higher than last year due mainly prevailing business climate, the World Economic Outlook to higher rental rates maintained during Trade Centre continued to perform The Sri Lankan economy slowed the year. Further Mireka Group recorded satisfactorily and achieved a 5% down and grew by only 2.3% in 2019 a Revenue of Rs. 6.1Bn compared to increase in Rental rates. compared to 3.3% in 2018. Interest Rs. 4.3Bn in 2018 due mainly to rates continued to decrease during the increased revenue recognized from The comprehensive refurbishment year while inflation showed an increasing Havelock City Phase 3 on completion program of the building with the intention trend. The Sri Lanka Rupee was stable and Phase 4 apartment sales. The of continuing to provide a superior against the US Dollar during the year. Trading and Facility Management service to owners, occupants and The multiple terror attacks across the businesses contributed Rs. 456Mn and visitors which commenced in 2018 is ANNUAL REPORT 2019 7 progressing successfully. It is a strong sectors over the next decade. Political testament to the Company’s dedication stability, economic growth and business and commitment to excellence in confidence are key elements for the providing quality office space. property sector to flourish in any country. I believe your Company will be a direct Havelock City beneficiary of the long-term prospects for Sri Lanka. Whilst we have recorded Havelock City- the premier integrated steady growth up to 2019, the Company mixed-use real estate development will endeavor to explore other property project in Sri Lanka comprises related opportunities to capitalize on both Residential and Commercial potential upside in the market in the components. years ahead. Residential Component Dividends The Havelock City Residential Your Board recommend a first and final development is built in four Phases. divided of Rs. 1.25 per Share amounting Phase 1 and 2 comprising 445 luxury to Rs. 1,554 Million (2018- Rs. 1,554 Mn) apartments have been successfully built and sold out. Construction of Post Balance Sheet Events Phases 3 comprising another 304 was completed end 2019 and 66% of the It is important to note that there units have been sold and handover has has been a fundamental change in commenced. circumstances since the Reporting date due to the turmoil caused by the Covid Phase 4 consisting of 340 units with 19 Virus.