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DOLPHIN HOTELS PLCANNUAL REPORT 2018 | 2019

Contents

Our Mission, Our Vision, Our Values 02

Financial Highlights 03

Chairman’s Message 04

The Board of Directors 08

Risk Management 11

Corporate Governance 16

Annual Report of the Board of Directors 29

Director’s Interest in Contracts with the Company 34

Report of the Related Party Transactions Review Committee 36

Report of the Audit Committee 37

Financial ReportStatement of Directors’ Responsibility in

Relation to Preparing Financial Statements 40

Independent Auditors' Report 41

Statement of Financial Position 44

Statement of Profit or Loss 45

Statement of Comprehensive Income 46

Statement of Changes in Equity 47

Statement of Cash Flows 48

Notes to the Financial Statements 49

Investor Information 92

Ten Year Financial Review 94

Notice of Meeting 95

Notes 96

Form of Proxy 99

Corporate Information Inner Back cover

At Club Hotel Dolphin, our mantra is to continuously improve and increase our service offerings to our loyal patrons, year-after-year. With our pioneering attitude and bold approach, Dolphin successfully made a name for itself as a top All-Inclusive Resort in the local and international arena.

Whilst keeping this positive momentum going with the introduction of our new values, we are also determined to exceed set expectations by leveraging on our people and processes to ensure higher financial performance in the future.

02 DOLPHIN HOTELS PLC Annual Report 2018 | 2019

Our MissionStakeholder Mission

Our Guests To create experiences to write home about by exceeding the expectations of our guests at all times

Our Customers To be the most trusted hotel partner, delivering consistently superior value at all times

Our People To create an environment that will inspire our people to work with pride, happiness and passion which will reflect in service excellence thus delighting our guests

Our Community To develop our community and protect our environment by adopting and implementing sustainable tourism initiatives

Our Shareholders To deliver superior returns to our shareholders through sustained performance excellence

Our Vision“To be one of the top three contributors to the development of the hospitality industry in Sri Lanka and be the benchmark for guest service, F&B standards and management of human capital”

Our ValuesWe Think BoldlyWe Lead ChangeWe Thrive on CreativityWe Evolve with Our CustomersWe Personalise ExperiencesWe Keep Learning

DOLPHIN HOTELS PLC Annual Report 2018 | 2019 03

Financial Highlights

Year ended 31 March 2019 2018

Revenue Rs.000’s 952,910 877,784Profit before Interest, Tax, Depreciation & Amortization (EBITDA) Rs.000’s 255,483 262,706Profit before Tax Rs.000’s 176,816 189,680Profit after Tax Rs.000’s 147,178 148,976Earnings per Share Rs. 4.65 4.71Cash Earnings per Share Rs. 8.24 6.16Interest Cover Times 12 33Return on Equity (ROE) % 7.2 7.8Return on Capital Employed (ROCE) % 6.4 9.2

Statement of Financial Position Highlights and Ratios Total Assets Rs.000’s 3,105,060 2,423,114Total Debt Rs.000’s 624,655 140,142Total Shareholders’ Funds Rs.000’s 2,053,656 1,907,226No. of Shares in Issue Nos 31,621,477 31,621,477Net Assets per Share Rs. 64.94 60.31Debt / Total Equity % 30.4 7.3Debt / Total Assets % 20.1 5.8

Market/ Shareholder Information Market Price of Share as at 31st March Rs. 26.50 26.00Market Capitalization Rs.000’s 837,969 822,158Price Earnings Ratio Times 6 6Dividends per Share Rs. Nil 1.00Dividends Payout % Nil 21.2

0

2.0

6.0

4.0

8.0

2015 2016 2017 2018 2019

Earnings Per Share (Rs.)

4.65

4.93

6.58

3.17

4.71

0

20

40

60

2015 2016 2017 2018 2019

Market Price per Share (Rs.)

26.5

0

56.9

0

42.0

0

31.5

0

26.0

0

0

20

40

60

80

2015 2016 2017 2018 2019

Net Assets Per Share (Rs.)64

.94

42.7

6

57.1

7

59.1

7

60.3

1


“The Tourism Industry demonstrated a marked upsurge in 2018 which was further boosted by Sri Lanka being declared the ‘Best country in the world to visit in 2019’ by Lonely Planet and the launch of the ‘So Sri Lanka’ brand at the WTM in London in late 2018."

Chairman’s Message


At the outset, on behalf of each and every member of this organization, I condemn the horrific attacks of Easter Sunday and the events that transpired thereafter. We pray for those who are suffering injury, trauma and heartbreak. We also pray for those departed souls – May they Rest in Peace.

The Tourism Industry has been directly and seriously impacted as a result of these senseless attacks. Most of the tourism generating countries increased their Travel Advisories to the highest level, advising their citizens to avoid ‘non-essential’ travel to Sri Lanka. This resulted in a virtual cessation of tourist arrivals. Occupancies in hotels dropped dramatically with many establishments recording zero, or near zero, occupancies. At the time of writing, I am pleased to say that the key tourism generating countries have relaxed their travel advisories.

The economic fallout is enormous to the country’s economy. As you are aware, the tourism industry, besides offering employment to those directly employed in tourist establishments, also affords income earning opportunities to many others whose livelihoods depend on the industry – e.g. vegetable producers, fishermen, tuk-tuk drivers, guides, handicraft manufacturers, etc. Due to the ‘multiplier effect’ that the tourism industry generates, the ‘guesstimate’ of the numbers whose livelihoods have been impacted is estimated at between 1.5 to 2.0 million persons.

The industry contributed approximately 5% to the GDP and was the 3rd largest foreign exchange earner. Tourism was on course to become the largest foreign exchange earner, attract significant FDI

and offer direct and indirect employment to a much larger number of our countrymen.

The Government, having acknowledged the serious impact to the industry, offered a financial relief package which included a moratorium on loan and interest repayments for 12 months, a subsidised soft-working capital loan scheme to be repaid within 24 months and a reduction of VAT from 15% to 7%. This relief package will assist the formal sector to manage their finances for a while, pending the revival of the industry.

However, many individuals and establishments in the SME sector had not directly benefit from the relief package offered by the Government, despite the launch of the Enterprise Sri Lanka “Sancharaka Podda” scheme which provides a maximum Rs. 500,000 interest free loan with a one-year moratorium. Their survival is critical to the overall industry. I call on the Government to address their needs too.

In addition, the need of the hour is to launch a comprehensive and effective PR and Global Media campaign to woo back travellers to Sri Lanka. I am happy to note that the Sri Lanka Tourism Promotion Bureau has undertaken this and has been allocated the necessary funds by the Cabinet.

Global Tourism PerformanceGlobal tourism in 2018 affirms the industry’s potential to be a powerful engine of growth for many global markets. The global tourism industry hit the 1.4 billion mark, two years before the 2020 goal forecasted by the UNWTO World Tourism Barometer. In 2018 global tourism grew by a strong

6%, led by the Middle East, Africa, Asia Pacific and Europe. Analyzing tourist movements by region, Asia Pacific recorded +6% growth with 343 million international tourist arrivals in 2018, while South-East Asia grew at 7%, followed by North-East Asia at 6% and South Asia at 5%.

The year 2018 witnessed some emerging trends in global travel such as Solo travellers, Glamping - luxury camping with creature comforts; and Bleisure travel - where business travellers make an effort to pack in some leisure activities. Widespread social media rise of digital booking platforms and mobile device usage have opened up opportunities for tourists to customise experiential holidays, and these trends will define the global tourism industry going forward.

Sri Lanka Tourism in 2018The tourism industry demonstrated a marked upsurge in 2018 which was further boosted by Sri Lanka being declared the ‘Best country in the world to visit in 2019’ by Lonely Planet and the launch of the ‘So Sri Lanka’ brand at the WTM in London in late 2018. Overall tourism recorded 10.3% growth as Sri Lanka welcomed 2,333,796 tourist arrivals in 2018, the highest-ever for the island, as opposed to 3.2% growth in 2017. Tourist arrivals from all major regions, except East Asia and the Middle East, increased in 2018. Western Europe continued to be the largest tourist origin for Sri Lanka, which grew at 23.5%, with a share of 36% of total tourist arrivals. Tourist arrivals from South Asia, the second-largest tourist origin of Sri Lanka, increased by 4.8%. The share of tourist arrivals from East Asia, which had increased steadily since


Chairman’s Message (Contd.)

"I am proud to state that we retained a positive momentum for the year under review. Dolphin Hotels PLC’s top-line crossed the Rs. 900 million mark for the first time in its history this year, by leveraging on its strong brand positioning and enhanced value proposition."

2011, on the back of an impressive growth of arrivals from China up to 2016, declined to 18.1%, registering a 4.7% decline in arrivals. Better air connectivity does boost tourism and the commencement of direct flights between Sri Lanka and Australia witnessed tourist arrivals from Australia recording a significant growth of 35.9%. Further, reflecting the favourable developments in the tourism industry, the earnings from tourism increased to 4.4 billion US Dollars, recording a substantial growth of 11.6% in 2018, as stated in the Central Bank Annual Report 2018, making it a key foreign exchange-earner for the country.

It is encouraging to note that investments in the tourism sector expanded further in 2018 with approvals granted for 44 hotel projects with 1,302 rooms in 2018, entailing an investment worth US dollars 201 million. In addition, 35 hotel projects have commenced operations in 2018, adding 1,125 rooms during this period. However, this needs to be complemented with planned development, better air connectivity and greater infrastructure development to offer a seamless experience for tourists to access Sri Lanka’s top tourist spots. The potential of the tourism industry to become the highest foreign exchange earner in Sri Lanka must be supported by addressing barriers to its further growth. It is very important that the Sri Lankan Tourism industry pursues a policy of ‘high value’ tourism rather than just chasing numbers.

Cause for ConcernThe Government needs to implement strict laws against the desecration of heritage sites and other unlicensed tourist activity that could threaten the

long-term sustainability of the industry. The man-animal conflict continues to rage within our country without a viable solution in sight. We need to understand the significance of having the largest sea mammal – the whale and the largest land mammal - the elephant as a tourism offering and to preserve and manage them better. Reports suggest that the leopard population has grown at our national parks. Sri Lanka has been on the migratory routes of birds specifically – at Bundala in the south and the Mannar basin in the north. We stand to lose this enviable reputation due to wind farms being set up in the Mannar basin. Meanwhile, environmental degradation reaches new lows every year in the absence of strictly implemented laws to prevent loss of our valuable tourist assets in the island. The need for sustainable tourism policies is dire, and even more so, as competition from other destinations increase.

Our PerformanceI am proud to state that we retained a positive momentum for the year under review. Dolphin Hotels PLC’s top-line crossed the Rs. 900 million mark for the first time in its history this year, by leveraging on its strong brand positioning and enhanced value proposition. Supported by favourable exchange rates and aggressive sales in source markets, the company delivered an exceptional performance during the year.

However, the year 2019/20 will be an extremely difficult one for the industry as a whole, and for this company too. The company has undertaken significant cost cutting measures without compromising on quality, whilst scaling back discretionary expenditure


and postponing non-essential capital expenditure. Our goal is to retain all our staff through the lean months we will go through.

Way AheadThe Industry needs to act with speed and determination to revive tourism, improve security for travellers and market the destination aggressively to attract visitors to return. It is also vital that we manage public perception and create unique experiences in Sri Lanka in addition to the sun, sand, wildlife, adventure, surfing, and tea estates, etc. that have been marketed successfully in the past.

Dolphin Hotels PLC selected ‘Positive Momentum’ as the theme for this year’s annual report to embody our outlook for our business and our wish for the sector as a whole. Tourism is a global growth industry and the Asia-Pacific region, of which Sri Lanka is a part, offers huge opportunities for expansion and investment against the backdrop of expansion in global tourism.

AcknowledgementsI take this opportunity to thank all our stakeholders - partners, suppliers, customers and shareholders for their support at all times. Dolphin Hotels PLC has adopted Positive Momentum from its breakout performance in the year under review which will inspire it to keep the faith - with support from all our well-wishers.

A N EsufallyChairman


The Board of Directors

A N EsufallyNon-Executive Chairman

With over 40 years’ experience in the tourism industry, Mr. Abbas Esufally has played a pivotal role in expanding the Hemas Group’s Leisure interest. He serves as a Group Director of Hemas Holdings PLC, Chairman of Serendib Hotels PLC, Hotel Sigiriya PLC and Diethelm Travel Sri Lanka (Pvt) Ltd. He also serves on several other listed and unlisted company boards.

He has played an active part in the growth and development of the country’s tourism industry. Mr. Esufally serves as a Member of the Advisory Committee of the Tourist Hotels Association of Sri Lanka and a Member of the Advisory Council appointed by the Hon. Minister of Tourism.

Mr. Esufally is a Fellow Member of both the Institute of Chartered Accountants of England & Wales and the Institute of Chartered Accountants of Sri Lanka. He is an All-Island Justice of Peace and serves as the Honorary Consul of Bhutan in Sri Lanka.

W M De F ArsakularatneExecutive Director

Mr. Malinga Arsakularatne was appointed as the Managing Director of Hemas’ Leisure, Travel, Aviation Group (LTA), in April 2016. Prior to this appointment Mr. Arsakularatne served as the Chief Financial Officer of Hemas Holdings PLC for over 9 years. Mr. Arsakularatne has 18 years of experience in investment management, corporate finance and business strategy.

He also serves on the Boards of Hemas Holdings PLC, Serendib Hotels PLC and Hotel Sigiriya PLC. Mr. Arsakularatne also holds directorships in some of the other unlisted subsidiary companies within the Hemas Group. Mr. Arsakularatne is a CFA Charter Holder and a Past President of CFA Sri Lanka. He is also a Fellow Member of the Chartered Institute of Management Accountants (CIMA), UK and a Past Board Member of the CIMA Sri Lanka Division. He holds a BSc in Computer Science & Engineering from the University of Moratuwa, an MSc in Investment Management from Cass Business School and an Executive MBA from INSEAD.


B S M De SilvaIndependent Director

Mr. Sarada De Silva counts over 25 years’ experience in the Tourism and Leisure industries. He was appointed to the Board in 1990. He has extensive experience in the Spice industry and is the Founder Chairman of the Spice Council. He is the Chairman and Managing Director of B. Darsin De Silva & Sons (Private) Limited and the Chairman of Cinnamon Training Academy Limited and Ceylinco General Insurance Limited. Mr. De Silva holds directorships in Hotel Sigiriya PLC, Sri Lanka International Arbitration Centre, HVA Foods PLC and National Institute of Exports. He was also the former Chairman and Managing Director of Intercom Group of Companies and several other companies and is a Past President of the National Chamber of Exporters of Sri Lanka.

A R Gamage (Mrs)Independent Director

Mrs. Ramani Gamage was appointed to the Board in 1994. She is a Fellow of the Chartered Institute of Management Accountants U.K. Mrs. Gamage also serves as a Director of Hotel Sigiriya PLC.


The Board of Directors (Contd.)

W D U PereraNon- Executive Director

Mr. Darshana Perera was appointed to the Board in 2015. He joined Hemas Holdings PLC in 2014 in the capacity of Group Financial Controller and at present serves as the Director – Finance of Hemas’ Leisure, Travel, Aviation Group (LTA). He is a Fellow Member of the Institute of Chartered Accountants of Sri Lanka and also an Associate of the Chartered Institute of Management Accountants and Institute of Professional Managers. He also holds a MBA, specialised in Finance from the University of Colombo.

Mr. Perera has over 16 years of post-qualifying experience covering wide variety of industries, including Manufacturing, Telecommunication, IT Enabled Services etc. He started his career at Ernst & Young and prior to joining Hemas, worked for T&S Buttons Lanka (Pvt) Ltd (a Brandix Company) as the Chief Financial Officer as well as at Dialog Axiata PLC. Mr. Perera also holds a directorship in Hotel Sigiriya PLC.


Risk Management

Risk Management at Dolphin Hotels PLC takes a dynamic approach which ensures proactive identification, assessment and response of key business risks. Our risk assessment process takes the likelihood and the potential impact of an event in to account and lists out the action plan taken to mitigate the risk of such event.

We have adopted the ISO 31000 standard of Risk Management which provides a platform to ensure the quality of managing risks within the guidelines and principles of the framework. The framework elaborates on establishing the context, risk identification, risk assessment, risk response, treatment for the risk, risk reporting and monitoring.

Risk Management ProcessISO 31000:2009

Establishing the Context

Risk Identification

Risk Analysis

Mon

itorin

g an

d R

evie

w

Com

mun

icat

ion

and

Con

sulta

tion

Risk Evaluation

Risk Treatment

Risk assessment

The Group Risk PolicyOur policy for risk management is to pro-actively manage risks to ensure continued growth of our business and to protect our people, assets and reputation.

This implies that we will:

• Implement an effective and integrated risk management system while maintaining business flexibility.

• Identify, assess, monitor, manage and mitigate risks associated with our business.

Internal Control and Risk ManagementThe management team of Serendib Leisure Management Ltd, the managing agent of Dolphin Hotels PLC, overlooks the risk management process of the

Risk Management FrameworkISO 31000:2009

Mandate and Commitment

Design the Framework for Managing Risk

Continuous Improvement of the Framework

Monitoring and Review of the Framework

Implement Risk Management

PLAN

DOACT

CHECK

Company. The Group Risk Management Committee (GRMC) of Hemas Holdings PLC, the ultimate parent of Dolphin Hotels PLC reviews the company’s risk profile and provides guidance on required risk responses on a quarterly basis.

The Audit Committee of the Serendib Hotels PLC, reviews and monitors internal controls. The internal audit scope is approved by the Audit Committee at the start of the financial year. An internal audit per hotel is done by an external party on financial and internal control systems. The internal audit team of Hemas also performs a follow-up audit on the internal audit recommendations once a year as well as an operational review in order to identify any operational risks. The management reports on compliance to financial and operational controls


based on a check list drafted by GRMC on a quarterly basis. These audit reports, risk reports and compliance reports are reviewed quarterly by the Audit Committee and necessary recommendations are made on risk responses.

As a part of the Risk Management process, the Board reviews its strategies, processes, procedures and guidelines on a continuous basis to effectively identify, assess and respond to risks.

The group wide Risk Management programme is facilitated by the Group Risk and Control division with the inputs from Business Strategy, Corporate Finance, Group Treasury and Group Human Resource divisions.

Risk facilitation is exercised through risk workshops, risk reviews, essential control check-lists and risk reporting.

Risk Evaluation and MappingThe risk heat map is developed based on the assessment of the likelihood of occurrence and the potential impact of risks. Likelihood of occurrence is assessed on the basis of past experience and preventive actions in place. A ranking of Rare, Unlikely, Moderate, Likely and Almost Certain is assigned to all risks based on the likelihood of occurrence. The impact of the event is evaluated by determining the loss it would cause and the extent of the impact. After considering the above two factors, the impact is categorised as Insignificant, Minor, Moderate, Major and Extraordinary. The position of a risk in the risk heat map indicates whether it falls below or above the risk appetite level of Dolphin Hotels PLC.

Risk and their corresponding mitigating action plans are then reviewed by the GRMC. The identified risk is then mapped on the below risk matrix and relevant action is taken as per the risk rating.

Extraordinary S H H H E

Major S S H H H

Moderate M M S S H

Minor L L M S S

Insignificant L L L M S

Rare Unlikely Moderate Likely Almost

Certain

Likelihood

Imp

act

Risk Rating Required Action

Extreme

• Board attention is required.• Immediate action by senior management with a detailed

research and management of risk through appropriate responses.

High

• Board attention is required.• Senior management responsibility specified.• Risk must be managed by senior management with a

detailed risk treatment plan.

Significant

• Senior management attention required.• Management responsibility specified.• Risks should be treated using one or more of the risk

treatment options.

Moderate

• Risks should be treated using one or more of the risk treatment options.

• Risk should be managed using specific monitoring or treatment procedures.

Low

• Risk is accepted with minimal treatment and can normally be managed using existing routing procedures.

• Low risks need to be monitored and periodically reviewed to ensure they remain acceptable.

Risk Management (Contd.)


Managing RiskThe following framework depicts the specific and most relevant risks faced by the company and management actions to mitigate them

Risk category Risk Exposure Risk Mitigating Actions

1 Country Risk Slow down of tourist arrivals due to negative travel advisories

• Actively participate in industry associations to lobby for releasing negative travel advisories.

• Join in destination marketing campaigns on social media and other digital media platforms.

2 Market Risk Adverse impact on yields and occupancies due to fluctuation in demand

• Closely monitor the socio-economic environment of the traditional markets and target new emerging markets

• Analyse resources and capabilities to identify core competencies and differentiate through brand and service excellence.

• Identifying new markets and developing new channels

• Participate in trade fairs both locally and internationally in order to promote the properties as well as to attract new tour operators.

• Using the corporate website to improve revenue through direct bookings and by partnering with popular online travel agents to push web based sales.

• Use of Information Technology for effective revenue management.

3 Human Resource Risk

Risk of losing skilled and trained human capital and recruitment of staff for new hotel developments. Trade union activities resulting in work disruptions.

• Establish career development programs and succession plans in order to retain and motivate the talent pool of the company

• Provide focused and structured training for staff at all levels to aid personal and professional development

• Develop a strong employer brand to attract staff of the right quality

• Increasing employee engagement through designing recognition programmes.

4 Foreign Exchange Rate Risk

Depreciation of the Rupee and loss on exchange in conversion of loans denominated in foreign currency

• Exchange rate movements taken into consideration when entering into contracts with travel agents

• Structure Forex borrowings in proportion to the revenue currency mix

• Hedge in Forward Rate Agreements (FRAs)



5 Interest Rate Risk Rising interest rates will increase borrowing cost

• Borrowings in foreign currency to enjoy lower rates compared to locally sourced borrowings.

6 Credit Risk Risk arising due to default by customers. Impact on liquidity and profitability

• Credit is allowed only for approved customers which is reviewed bi-annually

• Monitor and review the overdue debtor balances monthly.

• Obtain payments for advance bookings.

• Compliance to laid down credit SOPs on credit control.

7 Regulatory Risk Changes to government regulations could adversely impact the operating environment

• Changes to government regulations could adversely impact the operating environment.

8 Environmental Risk

Fire or natural disaster can halt or cease operations

• Insurance is taken to cover all aspects of fire and natural disaster.

• Fire safety drills and training are provided to the staff at the Hotel.

9 Health and Safety Risk

Risk of litigation due to non-adherence to laid down health and safety regulations. This could be due to, but not restricted to food poisoning, personal or accidental harm to guests or employees.

• Insurance taken to cover both employee and guest injuries. Further, regular maintenance of the property and equipments to be done to ensure all operating equipment are of good operating condition.

• Group has defined its food safety standards in its Procedure Manual and all food handlers are taken through comprehensive training on the same.

• The hotel takes all precautionary measures, from sourcing the supplier to storage and preparation of food to ensure contamination is avoided.

• Tour operators' safety standards are complied with and necessary action taken immediately on any concern area related to health and safety based on audit inspections done by them.

• The company sources its products and services from approved suppliers.

• Performing quarterly Health and Safety audit reviews.

Risk Management (Contd.)



10 Reputation Risk Adverse impact on the corporate image and brand equity which is likely to diminish shareholder value.

• Proper adherence to the statutory, health & safety concerns by obtaining appropriate quality certifications including HACCAP and environmental regulations.

• Continuous review of guest comments in order to exceed customer expectations and ensure quality standards are adhered and improved upon.

• Reputation management software (Review-Pro) is used to monitor, report and respond to the online reviews in the public domain/ review sites. (eg; TripAdvisor, HolidayCheck, etc.)

• Maintenance of the highest ethical standards at all times in all business activities.

• Conducting quarterly independent mystery audits monitored directly by group operational excellence division.

• Conducting meaningful CSR initiatives in the locale of the hotel.

Dolphin Hotels PLC’s risk management system engages risks posed to the group on a broad front. The risk management process is entrenched in the core values of the company and the senior management demonstrates leadership in championing the company’s risk management initiatives, thereby ensuring the company’s competitiveness and sustainability in the long term.


IntroductionCorporate Governance involves a set of relationships between a Company’s management, its Board, its shareholders and other stakeholders. Corporate Governance also provides the structure through which the objectives of the company are set and the means of attaining those objectives and monitoring performance are determined.

Company’s Philosophy on Corporate GovernanceDolphin Hotels PLC is fully aware and committed to implementing governance standards that conform to

Corporate Governance

best practices. As part of the corporate culture, it engages and interacts with all the stakeholders in a way that promotes mutual trust, better understanding and good faith.

The main scope of Dolphin’s Corporate Governance policies encompass; clear description of duties and responsibilities among the Board of Directors, checks and balances, clear business roles and strategies within the Company, ethical business conduct, engagements with stakeholders through risk mitigation, upholding corporate social responsibility

in sustaining good corporate citizenship as well as disclosure of material information in a timely and accurate manner.

Set out below is the extent to which the Company complies with the Code of Best Practice on Corporate Governance issued jointly by the Securities & Exchange Commission of Sri Lanka and the Institute of Chartered Accountants of Sri Lanka.

SECTION 1: THE COMPANYA. DIRECTORSThe Board

Corporate Governance Principle

SEC & ICASL Code Reference

Level of Compliance

Board Meetings A 1.1 Four Board Meetings were held during the year to review the strategic direction of the operational units, annual budgets, progress towards achieving those budgets, key business risks and other matters. Ad-hoc meetings are also held when necessary. Apart from taking decisions from meetings, the Board also takes decisions via Circular Resolutions. These resolutions are required to be signed by all the directors.

Responsibilities of the Board

A 1.2 The Directors are responsible for;

• Formulating, implementing and monitoring overall business policy and strategy.

• Ensuring effective systems are in place to secure integrity of information, internal controls and risk management.

• Ensuring compliance with relevant laws, statutes and regulations.

• Ensuring all stakeholder interests are considered in corporate decisions.

• Promotion of open and proper communication between the Company and its stakeholders.




Level of Compliance

Compliance with the law and independent professional advice

A 1.3 The Board collectively and the Directors individually, act in accordance with the laws and regulations applicable to the business enterprise.

In discharging their duties, Directors may seek independent professional advice from external parties when necessary at the expense of the Company.

Company Secretary A1.4 All Directors have access to the advice and services of the Company Secretary who is responsible to the Board for ensuring that proper Board procedures are followed and applicable rules and regulations are complied with.

The appointment and removal of the Company Secretary is a decision taken by the Board as a whole.

Independent judgement A1.5 The Directors exercise independent judgement on matters pertaining to strategy, performance, resource allocation and standards of business conduct, and act free from any undue influence and bias from other parties.

Dedication of adequate time and effort by the Directors

A1.6 The Members of the Board dedicate adequate time and effort in discharging their duties and responsibilities towards the Company.

Directors who are unable to attend Board Meetings, review Board Papers, submit their observations on the discussion papers to the Chairman prior to the Board Meetings in order that his / her views may be discussed and recorded.

The Board has delegated some of its functions to its Sub-Committees. However, the Board retains the right to make a final decision in respect of some of the selected matters coming under the purview of the Committees. The composition and the functions of these sub-committees are discussed in detail under the relevant sections of this Report.

The management of the hotel owned by the Company has been delegated to Serendib Leisure Management Limited, (Managing Agent) through a formal Hotel Management Agreement. The Managing Agent operates the hotel within the policy framework outlined by the Board and is assessed periodically by way of Management Reports and presentations.

Induction and Training for Directors

A1.7 An Induction programme for new Directors is in place which includes the provision of key corporate documents, facilitation of visits to the hotels and meetings with the Senior Management Team of the company.

In addition, the Directors are also encouraged to participate in continuous professional and self-development activities.


Chairman and Managing Director



Level of Compliance

Separation of the role of Chairman & MD

A2 The role of the Chairman and Executive Director is distinct, ensuring the balance of power and authority within the organization.

Chairman’s Role



Level of Compliance

Role of Chairman in conducting meetings

A3 The Chairman encourages the participation of all the Directors in decision making, seeks and ascertains the views of the Directors, and thereby ensures that the Board functions in an efficient manner which is beneficial to the stakeholders and the Company.

Financial Acumen



Level of Compliance

Availability of those with sufficient financial knowledge

A4 The Board comprises several professional accountants who possess the necessary knowledge and competence to guide the Board on matters pertaining to finance.

Board Balance



Level of Compliance

Non-Executive Directors A 5.1 The Board consists of five Directors, four of whom are Non-Executive Directors.

Independent Directors A 5.2

A 5.3

Two out of the five Board Directors are considered independent.

These Directors are independent of management and free of any business or other relationship that could materially interfere with or, could reasonably be perceived to materially interfere, with the exercise of their unfettered and independent judgement.

Annual Declaration A 5.4 The Independent Directors have submitted written Declarations of their independence as required by section 7.10.2(b) of the Listing Rules.

Corporate Governance (Contd.)




Level of Compliance

Determination of independence

A 5.5 The Board annually determines the independence of each Non-Executive Director based on the Declarations submitted by them.

Mr. B S M De Silva and Mrs. A R Gamage meet the criteria of Independence specified in Rule 7.10.4 of the Listing Rules except that they have served on the Board for more than nine years. However, the Board having evaluated all the factors concluded that their independence has not been impaired due to them serving on the Board for continually for a period exceeding nine years from the date of their first appointment.

Alternate Directors A 5.6 The Alternate Director appointed by the Non-Executive Director is not an Executive of the Company.

Chairman’s meetings with NEDs

A 5.9 Chairman holds meetings with the Non-Executive Directors only, without the Executive Director being present, whenever necessary.

Recording of concerns in Board Minutes

A 5.10 Concerns raised by the Directors on matters of the Company which cannot be unanimously resolved are recorded in the Board Minutes.

Supply of Information



Level of Compliance

Management’s obligation to provide appropriate and timely information

A 6.1

A 6.2

The Board is provided with appropriate and timely information to discharge its duties. The Directors are also entitled to request for additional information where they consider such information is necessary to make informed decisions.

The Agenda for the Board Meetings and connected discussion papers are circulated to the Directors at least seven days in advance to facilitate the effective conduct of the Meeting.


Appointments to the Board



Level of Compliance

Nominations Committee A 7.1 The Board has not established a Nominations Committee to make recommendation on Board appointments; instead appointments to the Board are made collectively and with the consent of all the Directors.

Assessment of Board composition

A 7.2 The Board assesses its composition to ascertain whether the combined knowledge and experience of the Board, matches the strategic demands faced by the Company and takes this into account when new Board appointments are considered.

Disclosure of required details of new Directors

A 7.3 On appointment of a new Director, the Company communicates to the Colombo Stock Exchange a brief resume of the Director which includes the nature of his experience in relevant functional areas, other Directorships, or memberships in Board Sub-Committees and whether the Director is considered “Independent”.

Re – election



Level of Compliance

Re-election of Directors A 8.1 The Company’s Articles require a Director appointed by the Board to hold office until the next Annual General Meeting and seek re-appointment by the Shareholders at that Meeting.

A 8.2 One third of the Directors including the Chairman retire by rotation at each Annual General Meeting in conformity with the Articles of the Company. Directors who retire are those who have served for the longest period after their re-appointment/ re-election.

In addition, a Director who has reached 70 years of age before the Annual General Meeting vacates office at the Annual General Meeting held after he attains the age of 70 years. A Director so re-appointed will hold office until the next Annual General Meeting at which he will be re-appointed.

Appraisal of Board Performance



Level of Compliance

Appraisal of the Board and Sub-committees

A9 The Board undertakes an annual evaluation of its own performance and the performance of its committees in discharging their key responsibilities.



Disclosure of Information in Respect of Directors



Level of Compliance

Information in respect of Directors

A 10.1 The Biographical details of the Directors, nature of his expertise in relevant functional areas, membership in Board Sub-Committees, attendance at Board and Sub-Committee Meetings, other directorships and Director’s Interest in Contracts are disclosed under the relevant sections in the Annual Report.

The table below provides a record of the Directors’ individual attendance at Board Meetings:

Name of Director Capacity No. of Board meetings attended

Mr. A N Esufally Chairman/ Non-Executive Director

4/4

Mr. B S M De Silva Independent Director 3/4

Mrs. A R Gamage Independent Director 3/4

Mr. W D U Perera Non-Executive Director 4/4

Mr. W M De F Arsakularatne Executive Director 4/4

B. DIRECTORS REMUNERATIONRemuneration Procedure



Level of Compliance

Establishment of a Remuneration Committee

B 1.1 The Board has delegated its powers to the Remuneration Committee of its Ultimate Parent Company, Hemas Holdings PLC to make recommendations to the Board on remuneration policy and practice, that is consistent with the objectives of the Company.

Composition B 1.2

B 1.3

The Remuneration Committee of the Ultimate Parent Company consists three Non-Executive Directors majority of whom are Independent.

The Chairman of the Committee is an Independent Director appointed by the Board of the Ultimate Parent Company.

The names of the Chairman and Members of the Committee are indicated in the Annual Report of the Board of Directors.

Determination of remuneration

B 1.4 In terms of the Articles of the Company, the Board determines the fees payable to the Independent Directors.




Level of Compliance

Consultation of the Chairman and access to professional advice

B 1.5 The Committee consults the Chairman on proposals relating to the remuneration of the Executive Director and has access to professional advice in discharging their duties.

Disclosure of Remuneration



Level of Compliance

Disclosures B 3.1 The remuneration policy supports a strong performance-oriented culture and ensures that individual rewards and incentives relate directly to the performance of the individual, the operations and functions for which they are responsible for.

Independent Directors were not paid a remuneration during the financial year.

C. RELATIONS WITH SHAREHOLDERSConstructive use of the Annual General Meeting and conduct of General Meetings



Level of Compliance

Proxy votes C 1.1 The Company counts all proxies lodged on each resolution.

Separate resolutions C 1.2 Separate resolutions are proposed for each agenda item at the Annual General Meeting and in particular, for the adoption of the reports and accounts.

Adequate notice of AGM C 1.4 The Notice of Meeting of the Annual General Meeting and the relevant documents are published and dispatched to the shareholders 15 working days prior to the Meeting as required by the Companies Act No. 7 of 2007.

Procedure of voting at General meetings

C 1.5 The procedure for voting at the General Meeting is circulated along with the Notice of Meeting.



Communication with Shareholders



Level of Compliance

Policy and methodology for communication with shareholders

C 2 The Company disseminates information pertaining to the performance of the Company through the publication of the Interim Financial Statements and the Annual Report in a timely manner. Announcements are also made to the Colombo Stock Exchange on any information which may materially affect the share performance.

The Company Secretary could be contacted in relation to shareholder matters. The contact details are indicated in the Corporate Information section of this Report.

Major Transactions



Level of Compliance

Disclosure on major transactions

C 3.1 The Directors ensure that any corporate transaction that would materially affect the Net Asset base of the Company is communicated to the Shareholders.

There were no major transactions as defined under section 185 of the Companies Act No. 7 of 2007 during the year under review.

D. ACCOUNTABILITY AND AUDITFinancial Reporting



Level of Compliance

Board’s responsibility for statutory and regulatory reporting

D 1.1 The Board is accountable for presenting the Financial Statements of the Company as well as the information required to be presented by Statute, to Regulators.

Declarations by Directors D 1.2 The Declarations to be made by the Directors are included in the Annual Report of the Board of Directors on pages 29 to 33 of the Annual Report

Statement of Directors’ and Auditor’s Responsibility for the Financial Statements

D.1.3 The Statement of Directors’ Responsibilities in the preparation of the Financial Statements is given on page 40 while the Independent Auditor’s Statement on pages 41 to 43 sets out the Auditor’s responsibilities.

Declaration on Going Concern of business

D 1.5 The Declaration by the Board that the Company is a ‘going concern’ is given in the Annual Report of the Board of Directors.




Level of Compliance

Serious loss of Capital D 1.6 The Directors ensure that in the event the net assets of the Company fall below 50% of the value of the Company’s Shareholders’ funds an Extraordinary General Meeting will be called to notify the shareholders of the position and the remedial action being taken.

Related Party Transactions

D 1.7 The transactions entered into by the Company with related parties are disclosed in Note 29 to the Financial Statements.

Internal Control



Level of Compliance

Annual review of the system of internal controls

D 2 The Board maintains a sound system of internal control to safeguard shareholders’ investments and the Company’s assets. The adequacy and the effectiveness of the Internal controls are reviewed by the Internal Auditors under the direction of the Audit Committee.

Strategies adopted by the Company to manage its risks are set out in its report on Risk Management on pages 11 to 15.

Audit Committee



Level of Compliance

Composition D 3.1 As permitted by the Listing Rules of the Colombo Stock Exchange, the Audit Committee of the Parent Company, Serendib Hotels PLC functions as the Audit Committee of the Company.

The Audit Committee of Serendib Hotels PLC consists two Independent Directors and a Non-Executive Director who is a Fellow member of both the Institute of Chartered Accountants of England & Wales and the Institute of Chartered Accountants of Sri Lanka, thereby complying with the Listing Rules of the Colombo Stock Exchange. The Chairman of the Committee is an Independent Director.

Duties D 3.2 The main purpose of the Committee is to assist the Board in the effective discharge of its responsibilities on financial reporting, risk management and internal control. It also reviews the nature and extent of non – audit services provided by the Auditors seeking to balance objectivity and independence.





Level of Compliance

Terms of Reference D 3.3 The Committee has written Terms of Reference dealing clearly with its authority and duties.

Disclosures D 3.4 The Members of the Committee are indicated in the Annual Report of the Board of Directors. The Executive Director of the Parent Company attends the Meetings by invitation.

The Committee met four times during the year under review and the attendance at these meetings are given below:

Name of Director Capacity No. of Meetings Attended

Mr. M A Jafferjee Committee Chairman/ Senior Independent Director

4/4

Mr. A N Esufally Member/ Non-Executive Director 3/4

Deshamanya Dr. R N A Athukorala

Member/ Independent Director 4/4

A report of the Audit Committee of the Parent Company for the period under review is set out on pages 37 to 38 of the Annual Report.

Code of Business Conduct and Ethics



Level of Compliance

Disclosure of Code of Business Conduct and Ethics

D 4.1 The Company has adopted a Code of Business Conduct and Ethics and the Directors and Members of the Senior Management are committed to the Code and the principles contained therein.


SECTION 2: SHAREHOLDERSE: INSTITUTIONAL INVESTORSShareholder voting



Level of Compliance

Communication with shareholders

E 1.1 The Company conducts a structured dialogue with the Institutional Shareholders based on the mutual understanding of objectives and the Chairman ensures that the views of the shareholders are communicated to the Board as a whole.

Evaluation of Governance disclosures

E 2 When evaluating the governance arrangements, particularly in relation to Board structure and composition, institutional investors are encouraged to give due weight to all relevant factors drawn to their attention.

F: OTHER INVESTORSInvesting /Divesting Decision



Level of Compliance

Individual shareholders F 1 Individual investors are encouraged to carry out adequate analysis or seek independent advice when making investing and divesting decisions.

The Company places great emphasis on releasing its Financial Statements in a timely manner as to ensure that shareholders have access to adequate information on which they could make informed decisions.

Shareholder Voting



Level of Compliance

Individual shareholder voting

F 2 All Shareholders are encouraged to participate at General Meetings of the Company and a Form of Proxy accompanies each Notice, providing Shareholders who are unable to attend such Meeting, the opportunity to cast their vote.



The following table presents the Company’s compliance with Section 7.10 of Listing Rules on Corporate Governance issued by the Colombo Stock Exchange.

CSE Rule No.

Applicable Rule Requirement Status of compliance

Board of Directors

7.10.1 Non-Executive Directors (NEDs)

One – third of the total number of Directors subject to a minimum of two.

Complied

7.10.2 (a) Independent Directors One – third of the Non-Executive Directors subject to a minimum of two.

Complied

7.10.2 (b) Declaration of Independence Each Non-Executive Director should submit a declaration of independence/ non-independence.

Complied

7.10.3 (a) and (b)

Disclosure relating to Directors Independence

Names of Independent Directors should be disclosed in the Annual Report and the basis for determination of independence of Non-Executive Directors, if criteria for independence is not met.

Complied

7.10.3 (c) A brief resume of each Director including his area of expertise should be included in the Annual Report.

Complied

7.10.3 (d) Upon appointment of a new Director, a brief resume of the Director to be submitted to the Stock Exchange.

Complied

Remuneration Committee

7.10.5 (a) Composition The Remuneration Committee of the Ultimate Parent Company may function as the Remuneration Committee for the subsidiaries.

Complied

The Committee shall comprise of Non–Executive Directors, a majority of whom shall be independent.

Complied

The Chairman of the Committee shall be a Non-Executive Director.

7.10.5 (b) Functions of the Remuneration Committee

The Committee shall recommend the remuneration payable to the Executive Directors and Chief Executive officer or equivalent role.

Complied

7.10.5 (c) Disclosure in the Annual Report

The Annual Report should set out the names of the Members of the Remuneration Committee, a statement of Remuneration Policy and the aggregate remuneration paid to Executive and Non-Executive Directors.

Complied

Audit Committee

7.10.6 (a) Composition The Audit Committee of the Parent Company may function as the Audit Committee of the subsidiaries.

Complied

The Committee shall comprise of Non-Executive Directors a majority of who shall be independent.

The Chairman shall be a Non-Executive Director.

The Chairman or a Member should be a member of a recognised professional Accounting Body.


CSE Rule No.

Applicable Rule Requirement Status of compliance

7.10.6 (b) Functions • Overseeing the preparation, presentation and adequacy of the disclosures in the Financial Statements in accordance with the SLFRSs and LKASs.

• Overseeing compliance with financial reporting related regulations and requirements.

• Overseeing the processes to ensure that internal controls and risk management are adequate to meet the Sri Lanka Auditing Standards.

• Assessing the independence and performance of the External Auditors.

• Recommending to the Board the appointment, re-appointment and removal of the External Auditors and approving their remuneration and terms of engagement.

Complied

7.10.6 (c) Disclosure in the Annual Report

The names of the Members of the Audit Committee should be disclosed in the Annual Report

Complied

The Audit Committee to determine the independence of Auditors and disclose the basis of such determination in the Annual Report.

Annual Report to contain a report by the Audit Committee setting out the manner of compliance in relation with their functions.



The Board of Directors of Dolphin Hotels PLC takes pleasure in presenting their Report together with the Audited Financial Statements of the Company for the year ended 31 March 2019.

Principal Activity of the Company & GroupThe Principal activity of the Company is operating a tourist hotel remained unchanged during the year under review. The Company owns and operates 154 rooms in Club Hotel Dolphin Waikkal.

The Directors to the best of their knowledge and belief confirm that the Company has not been engaged in any activity that contravenes laws and regulations.

Review of Operations & Future DevelopmentsThe financial and operational performance of the Company during the year under review and future developments are discussed in the Chairman’s Message. This Report together with the Audited Financial Statements reflect the state of affairs of the Company.

Corporate GovernanceThe Directors confirm that the Company complies with the Rules on Corporate Governance laid down by the Colombo Stock Exchange and has adopted the relevant rules on Corporate Governance issued by the Securities & Exchange Commission of Sri Lanka and the Institute of Chartered Accountants of Sri Lanka . The Corporate Governance practices of the Company are given from page 16 to 28 of the Annual Report.

Annual Report of the Board of Directors

Risk ManagementThe Company has put in place a process to identify, evaluate and manage any significant risks faced by the entity, where annual risk reviews are carried out by the Group Risk & Control Department. The principal risks and mitigating actions are reviewed by the Audit Committee on a quarterly basis. A detailed overview of the Risk Management process is outlined in the Risk Management Report from page 11 to 15.

Going ConcernThe Board having considered the financial position, operating conditions, regulatory and other factors and such matters required to be addressed in the Corporate Governance Code, have a reasonable expectation that the Company possesses adequate resources to continue its operations for the foreseeable future. For this reason, the Company continues to adopt the ‘Going Concern basis’ in preparing the Financial Statements.

Financial Statements & Auditors ReportThe Financial Statements of the Company as at 31 March 2019 duly signed by the Directors is given from page 44 to 91 while the Auditor’s Report on the Financial Statements is provided on page 41 to 43.

Accounting PoliciesThe Financial Statements for the period ended 31 March 2019 have been prepared in accordance with the Sri Lanka Accounting Standards which were in effect upto that date. The Accounting Policies adopted in the preparation of these Financial Statements are given from page 49 to 91.

ResultsThe Financial Results of the Company for the year ended 31 March 2019 are tabulated below;

2019 (Rs.) 2018 (Rs.)

Revenue 952,909,756 877,784,032

Gross Profit 701,749,107 634,901,145

Profit Before Tax 176,815,627 189,680,838

Income Tax expenses (29,637,796) (40,704,381)

Profit/(loss) After Tax 147,177,831 148,976,457

DividendsThe Directors have not recommended a payment of a dividend for the year under review.


Property Plant & EquipmentThe capital expenditure incurred by the Company during the year amounted to Rs. 102,880,403/- (2018 – Rs. 25,657,489/-)

Details of Property, Plant & Equipment and their movement during the financial year are disclosed under Note 13 to the Financial Statements.

Stated CapitalThe stated capital of the Company as at 31 March 2019 amounted to Rs. 316,214,770/- divided into 31,621,477 ordinary shares. There was no change to the Stated Capital of the Company during the year under review.

Events Occurring After the Balance Sheet DateNo circumstances have arisen since the Balance Sheet date that would require any adjustment to or disclosure in the Accounts other than those disclosed in Note 28 to the Financial Statements.

Statutory Payments & Compliance with Laws and regulationsThe Directors confirm that to the best of their knowledge, all taxes, duties and levies payable by the Company, all contributions, levies and taxes payable on behalf of and in respect of the employees of the Company as at the reporting date have been paid, or where relevant, provided for in the Financial Statements.

The Company has also ensured that it has complied with the applicable laws and regulations including the Listing Rules of the Colombo Stock Exchange.

Details of Material Issues pertaining to Employees & Industrial Relations of the EntityDuring the year under review there were no material issues pertaining to Employees & Industrial Relations other than those disclosed in Note 26 to the Financial Statements found on page 84.

EmploymentPermanent and Contract employees in the Company as at the Balance Sheet date were 283 (2018- 282).

The Company also adopts a non-discriminatory policy in recruitment and employment which gives full and fair consideration to persons in selection, training, development and promotions, ensuring that all decisions are based on merit.

SustainabilityThe Company has taken specific steps, particularly in ensuring the conservation of the natural resources and environment while addressing material issues highlighted by its stakeholders. Every endeavour is made to minimise the adverse effect on the environment to ensure sustainable continuity of our natural resources.

Corporate DonationsDonations made by the Company during the year under review amounted to Rs. 376,451/- (2018 – Rs. 1,133,661/-).

DirectorsThe Board of Directors of the Company during the financial year under review is given below:-

Mr. A N Esufally Non-Executive ChairmanMr. B S M De Silva Independent DirectorMrs. A R Gamage Independent DirectorMr. W D U Perera Non-Executive DirectorMr. W M De F Arsakularatne Executive DirectorMr. V H A Perera (Alternate Director to Mr. A N Esufally)Prof. L D K B Gamage (Alternate Director to Mrs. A R Gamage)

Mrs. A R Gamage retires by rotation in terms of Article 86 of the Articles of Association of the Company and being eligible offer herself for re-election with the unanimous support of the Board.

Board CommitteesAudit CommitteeThe Audit Committee of the Parent Company, Serendib Hotels PLC, functions as the Audit Committee of the Company. The names of the Members of the Committee are given below:

Mr. M A Jafferjee Chairman / Senior Independent DirectorMr. A N Esufally Non- Executive DirectorDeshamanya Dr. R N A Athukorala Independent Director

Remuneration CommitteeThe Remuneration Committee of the Ultimate Parent Company, Hemas Holdings PLC functions as the Remuneration Committee of the Company. The remuneration committee comprises two Independent Directors, Dr. Anura Ekanayake and Mr. Shaktha Amaratunga, and one Non-Independent Non-Executive Director, Mr. Hussein

Annual Report of the Board of Directors (Contd.)


Esufally. In addition Mr. Dimuth De Alwis, Director - Group Human Resources and Mr. Kapila Welmillage, Managing Director Talent Development and Transformation attend meetings by invitation.

Related Party Transactions Review CommitteeThe Related Party Transactions Review Committee of the Parent Company, Serendib Hotels PLC, functions as the Related Party Transactions Review Committee of the Company. The names of the Members of the Committee are given below;

Mr. M A Jafferjee Chairman/ Senior Independent Director

Mr. A N Esufally Non-Executive Director

Deshamanya Dr. R N A Athukorala Independent Director

The report of the Committee is given on page 36 of this report. The Committee has reviewed the related party transactions of the Company during the financial year and reported their comments and observations to the Board of Directors. The details of the related party transactions carried out during the year are set out on page 84 of the Annual Report. The Directors declare that the Company is in compliance with the Rules of the Colombo Stock Exchange and the Code of Best Practices on Related Party Transactions.

Remuneration and Other Benefits of DirectorsNo remuneration was paid to the Directors for the year under review.

Interest RegisterIn compliance with the requirements of the Companies Act No. 7 of 2007, an Interest Register was maintained by the Company during the accounting period ended 31 March 2019.

Directors’ Interest in ContractIn terms of section 192 (2) of the Companies Act, the Directors have declared their interests in contracts in the Company and have refrained from voting on matters in which they were materially interested. Directors’ Interest in contracts with the Company is disclosed on pages 34 to 35 of the Annual Report.

Directors’ interest in sharesIn compliance with Section 200 of the Companies Act, the Directors have disclosed their relevant interest in shares of the Company.

The shareholdings of the Directors during the financial year were as follows:

31st March 2019 31st March 2018

No of Shares No of Shares

Mr. A N Esufally 450,007 450,007

Mr. B S M De Silva 209,700 204,700

Ms. A R Gamage 20,416 20,416

Mr. W D U Perera Nil Nil

Mr. W M De F Arsakularatne Nil Nil

Public Holding of SharesThe number of ordinary shares held by the public as at 31 March 2019 was 8,262,021 amounting to 26.13% of the issued share capital of the Company.

The minimum public holding requirement as at 31 March 2019 as per section 7.6(iv) of the Listing Rules is as follows:

Category Float Adjusted

Market Capitalisation

(Rs.)

Public Holding

Percentage

No. of Shareholders

Option

Ordinary Shares 218,961,336 26.13% 1,606 5

Related Party transactionsDetails of transactions carried out by the Company during the year ended 31 March 2019 which require disclosure in the Annual Report as per Colombo Stock Exchange Listing Rule 9.3.2 and Code of Best Practices on Related Party Transactions


published in accordance with the Securities and Exchange Commission Directive Issued under Section 13(c) of the Securities and Exchange Commission Act are as below. All other related party transactions have been disclosed in Note 29 to the Financial Statements. All related party transactions during the year has been on normal commercial terms on arms length basis and is not prejudicial to the interest of the Company and it’s minority shareholder.

Non-Recurrent transactions

Name of the Related Party

Relationship Nature of the Transaction

Aggregate value of the

Related Party transactions entered into

during the financial year

Value of the Related Party

transaction as a % of the

Equity and Total assets

Terms and conditions of the Related Party Transactions

Rationale of the Transaction

Serendib Hotels PLC

Parent Company

Treasury Loan - GBP 1.1 Mn

253,660,000 13.3%

10.5%

Shot term lending, receivable - At a margin over 1 Month GBP LIBOR

Maximising finance Income

Treasury Loan - EUR 0.8 Mn

157,800,000 8.3%

6.5%

Shot term lending, receivable - At a margin over 1 Month EURIBOR

Maximising finance Income

Aggregate non-recurrent transactions

411,460,000 21.6%17.0%

Recurrent transactions

Name of the Related Party

Relationship Nature of the Transaction

Aggregate value of the Related

Party transactions entered into

during the financial year

Aggregate value of Related Party

Transactions as a % of Net

Revenue/ Income

Terms and conditions of the Related Party Transactions

Serendib Hotels PLC

Parent Company Short Term Treasury Loans

118,000,000 13.4% Shot term lending, receivable on demand - At a margin over 1 Month AWPLR

Serendib Leisure Management Ltd

Other Related Party

Hotel Management Fee

Accounting Fee

76,092,884

1,478,571

8.4%

0.2%

Management fees and accounting fees are based on the hotel management agreement

Reimbursement of Expenses

51,293,123 5.7% At Actual Cost

128,864,578 14.7%

Annual Report of the Board of Directors (Contd.)


Company SecretariesMessrs. Hemas Corporate Services (Pvt) Ltd. of Hemas House, No. 75, Braybrooke Place, Colombo 02 functions as the Secretaries to the Company.

RegistrarsMessrs. SSP Corporate Services (Pvt) Ltd. of No. 101, Inner Flower Road, Colombo 03, functions as the Registrars of the Company.

Internal ControlThe Board has reviewed the internal controls covering financial, operational and compliance controls and risk management and have obtained reasonable assurance of its effectiveness.

ShareholdersThe Company has made all endeavours to ensure equitable treatment to all its Shareholders.

AuditorsDuring the year under review Messrs. Ernst & Young, Chartered Accountants served as the External Auditors of the Company. The Audit Fees payable and fees paid for other services rendered are as follows;

Audit Fees Rs. 748,414/- (2018 - Rs. 719,790/-)

Fees for non - audit services Rs. 487,206/- (2018 - Rs. 277,878/-)

The Directors have confirmed that to the best of their knowledge the Auditors have had no interest in or relationship with the Company other than that of being External Auditors.

The Auditors have confirmed that they are independent in accordance with the Code of Ethics of the Institute of Chartered Accountants of Sri Lanka.

Messrs. Ernst & Young have expressed their willingness to continue in office. A resolution to re-appoint them and to authorise the Directors to determine their remuneration will be proposed at the forthcoming Annual General Meeting.

Annual General MeetingThe 38th Annual General Meeting of the Company will be held at the Auditorium of The Institute of Chartered Accountants of Sri Lanka, No. 30A, Malalasekara Mawatha, Colombo 7 on Thursday, 25 July 2019 at 9:15 a.m. (immediately after the AGM of Serendib Hotels PLC).

Acknowledgement of the Content of the ReportAs required by Section 168 (1) (K) of the Companies Act No. 7 of 2007, the Board of Directors hereby acknowledge the contents of this Report.

By Order of the Board ofDolphin Hotels PLC

A N EsufallyChairman

W M De F ArsakularatneExecutive Director

Hemas Corporate Services (Pvt) Ltd.Secretaries

22 May 2019


Director’s Interest in Contracts with the Company

Related party disclosures as required by the Sri Lanka Accounting standards No. 24 on Related Party Disclosures are detailed in Note 29 to the Financial Statements. In addition, the company carried out transactions in the ordinary course of business with entities where the Directors of the Company are Directors of such entities.

Company Director/S Nature of Transaction Value 2018/19

Value 2017/18

Serendib Hotels PLC Mr. A N Esufally Settlement of Dues from Related Parties (11,525,850) (7,595,473)

Mr. W M De F Arsakularatne

Settlement of Dues to Related Parties 3,244,669 2,904,990

Sale of Goods / Services 2,208,762 2,918,615

Purchase of Goods / Services (2,706,776) (3,084,670)

Treasury loans granted 529,460,000 30,000,000

Recovery of treasury loans granted (30,000,000) -

Loan Interest Income 10,942,432 108,945

Hotel Sigiriya PLC Mr. A N Esufally Settlement of Dues from Related Parties (1,454,925) (427,056)

Mr. B S M De Silva Settlement of Dues to Related Parties 62,936 468,192

Mrs. A R Gamage Sale of Goods / Services 2,237,518 706,225

Mr. W D U Perera Treasury loans obtained - 15,000,000


Treasury loans repaid - (27,000,000)

Loan Interest Cost - (284,692)

Serendib Leisure Management Ltd

Mr. A N Esufally Settlement of Dues from Related Parties (1,950,037) (7,435,383)



Expenses Incurred on Behalf of the Others

(57,786,123) (54,157,122)

Sale of Goods / Services 712,882 3,441,974

Management and Accounting Fees Expense

(63,212,965) (84,160,627)

Settlement of management and accounting fees

69,223,335 89,931,650

Treasury loans granted - 9,000,000

Recovery of treasury loans granted (9,000,000)

Other - (1,222,383)

Jada Resort & Spa (Pvt) Ltd

Mr. A N Esufally Sale of Goods / Services 1,806,721 981,079

Purchase of Goods / Services - (100,000)

Settlement of Dues from Related Parties (1,467,912) (5,456,624)

Settlement of Dues to Related Parties 38,427 115,184

Diethelm Travel Lanka (Pvt) Ltd

Mr. A N Esufally Sale of Goods / Services 12,133,959 1,795,188


Settlement of Dues from Related Parties (12,393,271) (2,605,954)

Settlement of Dues to Related Parties - 719,363


Company Director/S Nature of Transaction Value 2018/19

Value 2017/18

Hemas Holdings PLC Mr. A N Esufally Sale of Goods / Services 121,157 2,714,990


Purchase of Goods / Services (5,890,427) (6,390,144)

Settlement of Dues from Related Parties (105,604) (2,893,741)


Hemas Travels (Pvt) Ltd


Sale of Goods / Services 513,878 289,320

Purchase of Goods / Services (149,770) -

Settlement of Dues from Related Parties (471,128) (394,196)

Settlement of Dues to Related Parties 37,600 -

P H Resorts (Pvt) Ltd Mr. A N Esufally Purchase of Goods / Services (854,286) (934,287)


Settlement of Dues from Related Parties - (572,414)

Settlement of Dues to Related Parties 1,117,144 605,715

Frontier Capital Lanka (Pvt) Ltd

Mr. A N Esufally Sale of Goods / Services 64,122 4,521


Purchase of Goods / Services (12,804) -

Settlement of Dues to Related Parties 12,804 -


The Related Party Transactions Review Committee of the Parent Company, Serendib Hotels PLC functions as the Related Party Transactions Review Committee of the Company. The RPTRC as noted below comprises two Independent Non-Executive Directors and one Non-Executive Director;

Mr. M A JafferjeeSenior Independent Non-Executive Director (Committee Chairman)

Deshamanya Dr. R N A AthukoralaIndependent Non-Executive Director

Mr. A N EsufallyNon-Executive Director

Mr. Malinga Arsakularatne, Executive Director, Mr. Darshana Perera, Director Finance of the Managing Agent and Mr. Shantha Kurumbalapitiya, Managing Director of the Managing Agent attends these meetings by invitation and M/s Hemas Corporate Services (Private) Limited serves as Secretaries to the Committee.

Mr. Dayan Gunasekera vacated his position as Director Finance - Serendib Leisure Management Ltd (Managing Agent) on 30 November 2018 and Mr. Darshana Perera was appointed as Director Finance - Serendib Leisure Management Ltd from 01 December 2018.

The objective of the Committee is to exercise oversight on behalf of the Board, that all Related Party Transactions (“RPTs”) of Serendib Hotels PLC and its listed subsidiaries, other than those exempted by the Code of Best Practices on Related Party Transactions issued by the Securities & Exchange Commission of Sri Lanka (“Code”), are consistent with the Code and that the required disclosures are made in a timely manner as required by the Code.

Report of the Related Party Transactions Review Committee

Accordingly, the Committee developed, and recommended for adoption by the Board of Directors of Serendib Hotels PLC and its listed subsidiaries, a RPTs Policy which is consistent with the operating model and the delegated decision rights of the Serendib Hotels Group and which sets out, amongst others, the following:

• Definition and establishment of threshold values for each of the listed companies as per the Code which requires discussion in detail; RPTs which have to be pre-approved by the Board, and those that require immediate market disclosure, those that require Shareholder approval and RPTs which require disclosure in the Annual Report.

• The principles that guide RPTs which require pre-approval of the Board and those transactions that do not require prior Board approval and therefore, can be reviewed retrospectively.

• Establishment of a process to identify the recurrent RPTs from the total RPTs.

• Guidelines which Senior Management must follow in dealing with Related Parties, including the conformance with the Transfer Pricing regulations and the Code.

• Identifying instances where an immediate market disclosure of an RPT is required in line with the definitions of the code.

• Introduction of standardised documentation that should be used by the listed companies in the Group presenting the RPT information to the Committee.

Further, in accordance with the RPT Policy, the criteria for identifying the Group’s Key Management Personnel (KMP) was established and all Executive & Non-Executive Directors of Boards,

were identified as the KMPs in order to establish greater transparency and governance. Also, declarations were obtained from each Director and KMP of the Company for the purpose of identifying parties related to them and to provide annual disclosure.

The Committee met four times during the year ended 31 March 2019. The attendance of the members at these meetings are detailed below:

Name of Director No. of Meetings Attended

Mr. M A Jafferjee 4/4

Mr. A N Esufally 3/4

Deshamanya Dr. R N A Athukorala

4/4

The RPTRC Charter, operational procedures, activities and the observations by the Committee have been communicated to the Board of Directors through verbal briefings and by tabling the minutes of the Committee Meetings at subsequent Board Meetings.

The details of the Related Party Transactions reviewed and approved by the Committee are disclosed in Note 29 of the Financial Statements for the year ended 31 March 2019 found on pages 84 to 86 of the Annual Report.

M A JafferjeeChairman of the Related Party Transactions Review Committee

22 May 2019


The Audit Committee of the Parent Company, Serendib Hotels PLC functions as the Audit Committee of the Company.

CompositionThe members of the Audit Committee as at 31 March 2019 were as follows:

Mr. M A JafferjeeSenior Independent Non-Executive Director (Committee Chairman)

Mr. A N EsufallyNon-Independent Non-Executive Director

Deshamanya Dr. R N A AthukoralaIndependent Non-Executive Director

The Audit Committee (“the Committee”) is formally appointed by the Board of Directors of the Company in conformity with the Listing Rules of the Colombo Stock Exchange. The Committee comprises two Independent Non-Executive Directors and one Non-Independent Non-Executive Director who is a Fellow Member of both the Institute of Chartered Accountants of England & Wales and the Institute of Chartered Accountants of Sri Lanka, thereby complying with the Listing Rules of the Colombo Stock Exchange. The Chairman of the Audit Committee is an Independent Non-Executive Director.

The Audit Committee held 4 meetings during the year under review. The attendance of the members at these meetings is detailed in the Corporate Governance Report found on page 25 of the Annual Report.

Mr. Malinga Arsakularatne, Executive Director, Mr. Darshana Perera, Director

Report of the Audit Committee

Finance of the Managing Agent, Mr. Shantha Kurumbalapitiya, Managing Director of the Managing Agent and Mr. Prasenna Balachandran, Chief Risk & Control Officer of the Hemas Group attends these Meetings by invitation. M/s Hemas Corporate Services (Private) Limited functions as the Secretaries to the Committee.

Mr. Dayan Gunasekera vacated his position as Director Finance - Serendib Leisure Management Ltd (Managing Agent) on 30 November 2018 and Mr. Darshana Perera was appointed as Director Finance - Serendib Leisure Management Ltd from 01 December 2018.

The activities and views of the Committee have been communicated to the Board through verbal briefings and by tabling the Minutes of the Committee Meetings.

Role of the CommitteeThe Audit Committee operates within the Terms of Reference outlined in its Charter and assists the Board in fulfilling their oversight responsibilities in the following areas;

(i) Ensuring quality and integrity of the Company’s Financial Statements and financial reporting process, including the preparation, presentation and adequacy of disclosures in the Financial Statements in accordance with the Sri Lanka Accounting Standards.

(ii) Monitoring system of internal accounting and financial controls of the Company.

(iii) Ensuring compliance with legal and statutory requirements including financial reporting requirements, disclosure requirements of the Companies Act and other relevant financial reporting related regulations and requirements.

(iv) Overseeing the performance of Internal Audit functions including the process to ensure that the internal controls and risk management of the Company are adequate.

(v) Assessing the independence and performance of the External Auditors of the Company and make recommendations to the Board pertaining to the appointment, re-appointment or removal of External Auditors and their remuneration and approve terms of engagement.

Main Activities Carried Out During the Year The Audit Committee carried out the following activities during the year ended 31 March 2019;

• Reviewed and discussed the Unaudited Quarterly Financial Statements with the Management prior to publication.

• Reviewed and discussed the Audited Financial Statements with both the Management and External Auditors prior to publication.

• Discussed the Management Letter issued by the External Auditors along with the management responses and monitored follow up action.

• Approved the Internal Audit Plan and monitored the performance of the Internal Auditors.


• Reviewed and discussed with the Internal Auditors, the Internal Audit reports and monitored follow-up action by the Management.

• Reviewed the Risk profile of the Group together with the remedial measures taken to manage them.

• Reviewed the Reports on statutory and regulatory compliance submitted by the Management.

• The Audit Committee met the External Auditors of the Company with the Management and also held a private discussion without the participation of the Management.

Internal AuditThe Internal Audit function of the Company is carried out by third party audit professionals, under the overarching control of the Hemas Group Risk & Control Division. Internal audit independently reviews the financial and internal control system of the company. It carries out independent audits in accordance with an Internal Audit Plan which is approved by the Audit Committee before the commencement of the financial year.

The Internal Audit Report which includes recommendations to improve internal controls together with agreed management action plans to resolve the issues, is presented to the Audit Committee for review. The Hemas Group Risk & Control Division follows up on the implementation of recommendations and reports progress to the Audit Committee.

External AuditThe External Audit function of the Company is carried out by Messrs. Ernst & Young, Chartered Accountants.

The External Auditors Letter of Engagement including the scope of the Audit is discussed with the External Auditors and the Management prior to commencement of the Audit.

The Committee is satisfied that the independence of the External Auditors has not been impaired by any event or service that gives rise to a conflict of interest. Confirmation has been obtained from the External Auditors of their compliance with the independence guidance given in the Code of Ethics of the Institute of Chartered Accountants of Sri Lanka.

Having reviewed the effectiveness of the external audit, the Committee recommended to the Board that Messrs. Ernst & Young, Chartered Accountants, be re-appointed External Auditors of the Company for the year ending 31 March 2020, subject to approval by the Shareholders at the forthcoming Annual General Meeting.

M A JafferjeeChairman of Audit Committee

22 May 2019

Report of the Audit Committee (Contd.)

Financial ReportsStatement of Directors’ Responsibility in

Relation to Preparing Financial Statements 40

Independent Auditors' Report 41

Statement of Financial Position 44

Statement of Profit or Loss 45

Statement of Comprehensive Income 46

Statement of Changes in Equity 47

Statement of Cash Flows 48

Notes to the Financial Statements 49


The Statement of Directors’ responsibilities is to be read in conjunction with the Report of the Auditors and is made to distinguish the respective responsibilities of the Directors and of the Auditors in relation to the Financial Statements.

The Companies Act No. 7 of 2007 requires that the Directors to prepare and circulate among Shareholders, Financial Statements which give a true and fair view of the state of affairs of the Company as at the Balance Sheet date and the profit and loss of the Company for the financial year.

The Directors are required to ensure that in preparing the Financial Statements;

• Appropriate accounting policies are used, selected and applied in a consistent manner, and material departures, if any, have been disclosed and explained.

• All applicable and relevant Accounting Standards have been followed.

• Judgement and estimates have been made which are reasonable and prudent.

The Directors confirm that the company maintains accounting records, with reasonable accuracy. The financial position of the Company and that the Financial Statements have been prepared in accordance with the Companies Act No. 7 of 2007, Sri Lanka Accounting Standards and have provided the information required by or otherwise complied with the Rules of the Colombo Stock Exchange.

Statement of Directors’ Responsibility in Relation to Preparing Financial Statements

The Directors having reviewed the Company’s future financial projections cash flows and current performance, are satisfied that the Company has adequate resources to continue its operations in the foreseeable future. The Directors have thus adopted a ‘Going concern basis’ in preparing the Financial Statements.

The Directors have also taken reasonable steps to safeguard the assets of the Company and to establish proper systems of internal control with a view to detect and prevent any irregularities.

The Directors are of the view that they have discharged their responsibilities as set out in this Statement.

Compliance ReportThe Directors confirm that to the best of their knowledge, all statutory payments relating to employees and the Government that were due in respect of the Company as at the Balance Sheet date have been paid or where relevant provided for in the Financial statements.

By Order of the Board ofDOLPHIN HOTELS PLC

HEMAS CORPORATE SERVICES (PVT) LTDSecretaries

22 May 2019

41DOLPHIN HOTELS PLC Annual Report 2018 | 2019

TO THE SHAREHOLDERS OF DOLPHIN HOTELS PLC

Report on the audit of the financial statements

OpinionWe have audited the financial statements of Dolphin Hotels PLC (“the Company”), which comprise the statement of financial position as at 31 March 2019, statement of profit or loss, statement of comprehensive income, statement of changes in equity, statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 March 2019 and of its financial performance and its cash flows for the year then ended in accordance with Sri Lanka Accounting Standards.

Basis for opinionWe conducted our audit in accordance with Sri Lanka Auditing Standards (SLAuSs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by CA Sri Lanka (Code of Ethics) and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit mattersKey audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements of the current period. These matters were addressed in the context of the audit of the financial statements as a whole, and in forming the auditor’s opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Independent Auditors' Report


Key Audit Matter How our audit addressed the matter

Revenue recognition :

During the year the Company adopted SLFRS 15 Revenue from Contracts with Customers (SLFRS 15) which specifies how and when to recognise revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures.

The various terms and conditions included in Company’s contract with its customers, coupled with relevant clarifications and extended guidance specifically relating to, agent Vs principal relationship were evaluated by the management to assess and conclude on the Company’s compliance with SLFRS 15 in preparation of financial statements.

The above process was significant to the audit as it related to the evaluation of revenue recognition principles.

Our audit procedures focused on the Company’s adoption of the New Revenue Standard included, amongst others, the following:

• We assessed the process followed by the Company to ensure all revenue streams are considered in its assessment, contracts assessed are representative of specified revenue streams and contractual term, and the appropriateness of conclusions reached on matters such as point and amount of revenue to be recognised.

• We also assessed the adequacy of corresponding disclosures made in Note 3 and 6 to the financial statements.

Other Information included in the 2018/19 Annual ReportOther information consists of the information included in the Annual Report, other than the financial statements and our auditor’s report thereon. The Management is responsible for the other information.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the management and those charged with governance for the financial statementsManagement is responsible for the preparation of financial statements that give a true and fair view in accordance with Sri Lanka Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statementsOur objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SLAuSs will always detect a

Independent Auditor’s Report (Contd.)


material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SLAuSs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness

of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirementsAs required by section 163 (2) of the Companies Act No. 07 of 2007, we have obtained all the information and explanations that were required for the audit and, as far as appears from our examination, proper accounting records have been kept by the Company.

CA Sri Lanka membership number of the engagement partner responsible for signing this independent auditor’s report is 2097.

22 May 2019Colombo


As at 31 March Note 2019 2018 Rs. Rs.

ASSETSNon-Current AssetsProperty, Plant and Equipment 13 2,048,482,809 2,023,841,490Intangible Assets 14 15,611,730 21,272,289Other Financial Assets 15 2,730,538 4,000,000 2,066,825,077 2,049,113,779

Current AssetsInventories 16 18,352,696 13,033,363Trade and Other Receivables 17 199,846,542 203,436,147Other Financial Assets 15 538,503,263 30,000,000Cash and Cash Equivalents 18 281,531,652 127,530,377 1,038,234,153 373,999,887Total Assets 3,105,059,230 2,423,113,666

EQUITY AND LIABILITIESEquityStated Capital 19 316,214,770 316,214,770Other Components of Equity 20 597,325,407 597,935,055Retained Earnings 1,140,115,981 993,076,529Total Equity 2,053,656,158 1,907,226,354

Non-Current LiabilitiesInterest Bearing Loans and Borrowings 21 527,508,000 4,039,744Deferred Tax Liability 10 191,287,882 183,505,581Retirement Benefit Obligation 22 28,262,304 24,718,608 747,058,186 212,263,933

Current LiabilitiesTrade and Other Payables 23 191,019,997 157,523,932Dividends Payable 24 3,755,846 3,190,439Income Tax Payables 12,422,430 2,423,093Interest Bearing Loans and Borrowings 21 65,524,000 48,247,605Other Financial Liabilities 25 - 4,384,101Bank Overdraft 18 31,622,613 87,854,209 304,344,886 303,623,379Total Equity and Liabilities 3,105,059,230 2,423,113,666

These Financial Statements are in compliance with the requirements of the Companies Act No.07 of 2007.

W D U PereraDirector Finance

The Board of Directors is responsible for these Financial Statements. Signed for and on behalf of the Board by,

A N Esufally W M De F ArsakularatneChairman Director

The accounting policies and notes on page 49 through 91 form an Integral Part of the Financial Statements.

22 May 2019Colombo

Statement of Financial Position


Statement of Profit or Loss

Year ended 31 March Note 2019 2018 Rs. Rs.

Revenue 6 952,909,756 877,784,032Cost of Sales (251,160,649) (242,882,887)Gross Profit 701,749,107 634,901,145

Other Operating Income and Gains 7 26,125,934 39,229,524Sales and Marketing Expenses (24,566,827) (20,872,364)Administrative Expenses (531,718,426) (464,259,757)Operating Profit 171,589,788 188,998,548

Finance Cost 8 (16,340,897) (5,910,631)Finance Income 8 21,566,736 6,592,921Profit Before Tax 176,815,627 189,680,838

Income Tax Expense 10 (29,637,796) (40,704,381)Profit for the Year 147,177,831 148,976,457

Earnings Per Share - Basic 11 4.65 4.71Dividends Per Share 12 - 1.00




Profit for the Year 147,177,831 148,976,457

Other Comprehensive Income

Other Comprehensive Income to be reclassified to Profit or Loss in Subsequent Periods

Net Movement on Cash Flow Hedge 20 659,814 (27,851,660)Net Other Comprehensive Income/(Loss) to be Reclassified to Profit or loss in Subsequent Periods 659,814 (27,851,660)

Other Comprehensive Income not to be reclassified to Profit or Loss in Subsequent Periods

Changes in Fair value of Financial Assets at FVOCI 15 (1,269,462) -Gain on Revaluation of Land and Buildings 13 - 14,599,711Deferred Taxation Attributable to Revaluation Surplus of Land and Buildings 10 - (68,038,110)Actuarial Gain/(Loss) on Defined Benefit Obligation 22 189,848 (84,944)Deferred Taxation Attributable to Actuarial Gain/(Loss) 10 (26,578) 83,311Net Other Comprehensive Loss not to be Reclassified to Profit or Loss in Subsequent Periods (1,106,192) (53,440,032)Other Comprehensive Loss for the Year, Net of Tax (446,378) (81,291,692)Total Comprehensive Income for the Year, Net of Tax 146,731,453 67,684,765


Statement of Comprehensive Income


Statement of Changes in Equity

Other Component of Equity

Stated Cash Flow Revaluation Fair Other Retained Total

Capital Hedge Reserve Value Revenue Earnings

Reserve Reserve Reserve

Note Rs. Rs. Rs. Rs. Rs. Rs. Rs.

Balance as at 31 March 2017 316,214,770 29,300,086 649,925,028 - 2,840,391 872,882,791 1,871,163,066

Net Profit for the Year 148,976,457 148,976,457


Net Movement of Cash Flow Hedge 20 (27,851,660) (27,851,660)

Gain on Revaluation of Land & building 13 14,599,711 14,599,711

Deferred Taxation Attributable to

Gain on Revaluation of Land and Buildings 10 (68,038,110) (68,038,110)

Actuarial Gain/ (loss) on Defined Benefit Obligation 22 (84,944) (84,944)

Deferred Taxation Attributable to Actuarial Loss 10 83,311 83,311

Total Comprehensive Income - (27,851,660) (53,438,399) - - 148,974,824 67,684,765

Transfer of Reserves (2,840,391) 2,840,391 -

Dividends Paid (31,621,477) (31,621,477)

Balance as at 31 March 2018 316,214,770 1,448,426 596,486,629 - - 993,076,529 1,907,226,354

Impact of Implementation of SLFRS 9 17 (301,649) (301,649)

Balance as at 1 April 2018 316,214,770 1,448,426 596,486,629 - - 992,774,880 1,906,924,705

Net Profit for the Year 147,177,831 147,177,831


Net Movement of Cash Flow Hedge 20 659,814 659,814

Changes in Fair value of Financial Assets at FVOCI 15 (1,269,462) (1,269,462)

Actuarial Gain/ (loss) on Defined Benefit Obligation 22 189,848 189,848

Deferred Taxation Attributable to Actuarial Gain/ (Loss) 10 (26,578) (26,578)

Total Comprehensive Income - 659,814 - (1,269,462) - 147,341,101 146,731,453

Balance as at 31 March 2019 316,214,770 2,108,240 596,486,629 (1,269,462) - 1,140,115,981 2,053,656,158



Statement of Cash Flows


Operating ActivitiesNet Profit/(loss) Before Income Tax 176,815,627 189,680,838

Adjustments forDepreciation 13 78,232,241 67,987,693Amortisation 14 5,660,559 5,719,438Finance Income 8 (21,566,736) (6,592,921)Foreign Currency Gain (23,772,812) (33,652,933)Finance Costs 8 16,340,897 5,910,631Employee Benefit Provision 22 5,279,244 4,865,064Impairment of debtors 17 2,227,712 (2,917,854)Profit on Disposal of property, plant and equipment 7 (15,657) (30,435) 239,201,074 230,969,521

Working Capital Adjustments:(Increase)/Decrease in Inventories (5,319,333) (789,009)Decrease/(Increase) in Trade and Other Receivables & other financial assets 15,316,187 124,371,712Increase/(Decrease) in Trade and Other Payables 32,411,088 (143,788,035)Cash Generated from Operations 281,609,017 210,764,189

Finance Costs Paid (7,137,728) (5,910,631)Employee Retirement Benefit Paid 22 (1,545,700) (1,703,678)Income Tax Paid (11,882,736) (8,354,587)Net Cash Flows from Operating Activities 261,042,852 194,795,293

Investing ActivitiesPurchase of Property, Plant and Equipment 13 (102,880,403) (25,657,489)Loans Given to Related Parties 15 (529,460,000) (39,000,000)Loans Settled by Related Parties 15 30,000,000 9,000,000Proceeds from Sale of Property, Plant and Equipment 22,500 30,435Finance Income 12,523,473 5,364,494Net Cash Flows Used in Investing Activities (589,794,430) (50,262,560)

Financing ActivitiesDividends Paid - (31,621,477)Loans Obtained During the Period 21 592,320,000 15,000,000Repayment of Interest Bearing Loans and Borrowings 21 (53,335,551) (72,238,423)Net Cash Flows From Financing Activities 538,984,449 (88,859,900)

Net Increase/(Decrease) in Cash and Cash Equivalents 210,232,871 55,672,833Cash and Cash Equivalents at the Beginning of the Year 39,676,168 (15,996,665)Cash and Cash Equivalents at the End of the Year 18 249,909,039 39,676,168



Notes to the Financial Statements

1. CORPORATE INFORMATION1.1 GeneralDolphin Hotels PLC (“Company”) is a Public limited liability Company listed on the Colombo Stock Exchange incorporated and domiciled in Sri Lanka. The registered office is located at Level 3, Hemas House, No. 75, Braybrooke Place, Colombo 2.

1.2 Principal Activities and Nature of OperationsThe principal activity of the Company is operation of a hotel in Waikkal, Sri Lanka.

1.3 Parent Entity and Ultimate Parent EntityThe Company’s parent undertaking is Serendib Hotels PLC. In the opinion of the directors, the Company’s ultimate parent undertaking and controlling party is Hemas Holdings PLC, which is incorporated in Sri Lanka.

1.4 Date of Authorization for IssueThe Financial Statements of Dolphin Hotels PLC for the year ended 31 March 2019 were authorised for issue, in accordance with a resolution of the Board of Directors on 22 May 2019.

1.5 Responsibility for Financial StatementsThe responsibility of the Directors in relation to the Financial Statements is set out in the Statement of Directors’ Responsibility Report in the Annual Report.

2. BASIS OF PREPARATION2.1 Statement of ComplianceThe financial statements of the Company have been prepared in accordance with Sri Lanka Accounting

Standards, (SLFRS/ LKAS) as issued by the Institute of Chartered Accountants of Sri Lanka (CA Sri Lanka) and in compliance with the Companies Act No. 07 of 2007.

This is the first set of the Company’s annual financial statements in which SLFRS 15 - Revenue from Contracts with Customers and SLFRS 9 - Financial Instruments have been applied. Changes to significant accounting policies due to these adoptions are described in Note 3.

2.2 Going ConcernThe Directors have made an assessment of the Company’s ability to continue as a going concern and they do not intend either to liquidate or to cease operations.

2.3 Basis of MeasurementThe Financial Statements of the Company have been prepared on an accrual basis and under the historical cost convention other than land and Building carried at valuation and otherwise stated.

2.4 Functional and Presentation CurrencyThe Financial Statements are presented in Sri Lankan Rupees, which is also the parent company’s functional and presentation currency.

2.5 Materiality and AggregationEach material class of similar items is presented separately in the Financial Statements. Items of dissimilar nature or function are presented separately unless they are immaterial.

2.6 Comparative InformationThe presentations and classification of Financial Statements of the previous years have been amended for better presentation and to be comparable with those of the current year.

3. CHANGES IN ACCOUNTING POLICIESThe Company adopted SLFRS 15 - Revenue from contracts with customers (3.1) and SLFRS 9 - Financial Instruments - Recognition and Measurement (3.2), which resulted in changes to accounting policies. Several other amendments and interpretations in accounting standards applied for the first time in financial year 2018/19, but do not have an impact on the Financial Statements of the Company. The Company has not early adopted any standards, interpretations or amendments that have been issued, but not yet effective.

3.1 SLFRS 15 - Revenue from Contracts with CustomersSLFRS 15 replaced LKAS 18 Revenue and related Interpretations. SLFRS 15 established a five-step model to account for revenue arising from contracts with customers and requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. SLFRS 15 required the Company to exercise judgement, taking into consideration all the relevant facts and circumstances when applying each step of the model to contracts with their customers.


Notes to the Financial Statements (Contd.)

The Company adopted SLFRS 15 using the full retrospective method of adoption with the date of initial application of 1 April 2017. The effect of the transition on the current period has not been disclosed as the standard provides an optional practical expedient. The Company did not apply any of the other available optional practical expedients.

The Company carried out an impact analysis of the possible impact from adoption of the SLFRS 15 across all the revenue streams and the key aspects covered are as follows.

Identified all goods or services, or contract deliverables, which have been promised within usual course of carrying out the hotels services. In determining this, the management looked at implicitly or explicitly promised services including customary business practices or policies of the hotel. Having considered the same, the hotel then determined the distinct performance obligation associated with the contracts they entered in to.

In connection with contracts with travel agents, tour operators, online travel agents, corporate customers and free-independent-travellers, the Company identified certain principal versus agent considerations. In recognising revenue from these transactions, the Company considered whether the nature of its promise is a performance obligation to provide the hotel services itself (acting as a principal) or to arrange for the other party to provide those such services (acting as an agent). Certain online travel agent agreements had terms indicative that the hotels were in fact the principal,

while in certain other circumstances, considerations that were suggestive of agency considerations were present. However, the accounting treatments that were adopted by the Company under the previous accounting standards were the same even prior to the application of SLFRS 15. Accordingly, this aspect of principal versus agent did not result in material changes to the reported figures.

The Company also revisited and concluded that its previous accounting treatment in respect of different types of discounts to customers such as credit card offers, early bird discounts and Holiday Mania promotions can be continued taking due consideration to the practice that Hotel regularly sells distinct goods or services on a stand-alone basis at their fair value.

The Company considered the obligation to transfer goods or services to the customers for which the Company has received consideration from customers as contract liabilities, accordingly an amount of Rs. 24,851,903 which was included under other payables previously has been reclassified under contract liabilities.

Certain services of the Company in practice require customers to make deposits in advance to book related services. According to SLFRS 15, customer’s non-refundable prepayment to an entity gives the customer a right to receive a good or service in the future (obliges the entity to stand ready to transfer goods or services). However, in certain cases, customers may not exercise all of their contractual rights and hence the unexercised rights could

exist at each reporting date. Having considered the historical patterns and amounts of such unveiled services that were subsequently refunded which were proved to be immaterial in relation to respective totals, the Company did not have a material change to the reported amounts as at the date of transition and during the year.

3.2 SLFRS 9 – “Financial Instruments”SLFRS 9 Financial Instruments replaces LKAS 39 Financial Instruments: Recognition and Measurement for annual periods beginning on or after 1 April 2018, bringing together all three aspects of the accounting for financial instruments: classification and measurement; impairment; and hedge accounting.

The Company applied SLFRS 9 retrospectively, with the initial application date of 1 April 2018. The Company has not restated the comparative information, which continues to be reported under LKAS 39. Differences arising from the adoption of SLFRS 9 have been recognised directly in retained earnings and other components of equity.


The effect of adopting SLFRS 9 as at 01 April 2018 was, as follows.

Note Impact of adopting SLFRS 9

Rs.

Assets

Trade & Other Receivable 3.2.2 (301,649)

Total Adjustment on equity

Retained Earnings 3.2.2 (301,649)

The nature and effects of the key changes to the Company’s accounting policies resulting from its adoption of SLFRS 9 – “Financial Instruments” are summarised below:Impact areas• Classification and measurement of financial assets and financial liabilities

• Impairment of financial assets

• Hedge accounting

3.2.1 Classification and Measurement of Financial Assets and Financial LiabilitiesSLFRS 9 – “Financial Instruments” contains three principal classification categories for financial assets measured at amortised cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). The classification of financial assets under SLFRS 9 – “Financial Instruments” is based on the business model in which a financial asset is managed and its contractual cash flow characteristics. SLFRS 9 - Financial Instruments” eliminates the previous LKAS 39 – “Financial Instruments: Recognition and Measurement” categories of held for trading, held to maturity, loans and receivables and available for sale. Under SLFRS 9 – “Financial Instruments”, derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never separated. Instead, the hybrid financial instrument as a whole is assessed for classification.

a) Financial Assets Measured at Amortised Cost

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as FVTPL:

• The asset is held within a business model whose objective is to hold assets to collect contractual cash flows

• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

b) Equity Investments

Investments in equity instruments are always measured at fair value. Equity instruments are those that meet the definition of ‘equity’ from the perspective of the issuer as defined in LKAS 32 – “Financial instrument: Recognition & measurement”. For equity instruments, management has the ability to make an irrevocable election on initial recognition, on an instrument-by-instrument basis, to present changes in fair value in OCI rather than profit or loss. If this election is made, all fair value changes, excluding dividends that are a return on investment, will be included in OCI. There is no recycling of amounts from OCI, to profit and loss (for example, on sale of an equity investment), nor are there any impairment requirements. However, the entity might transfer the cumulative gain or loss within equity. All the equity instrument for which the irrecoverable option is not made should be measured at fair value through profit or loss.

c) Other

All other financial assets are classified as financial assets measured at FVTPL.

The assessment of the Company’s business model was made as of the date of initial application, 1 April 2018.

The classification and measurement requirements of SLFRS 9 did not have a significant impact to the Company. All financial assets previously held at fair value under LKAS 39 were continued to be measured at fair value itself. The following are the changes in the classification of the Company’s financial assets:


i. Trade receivables classified as Loans and receivables as at 31 March 2018 are held to collect contractual cash flows and give rise to cash flows representing solely payments of principal and interest. These are classified and measured as Debt instruments at amortised cost beginning from 1 April 2018.

ii. Equity investments in non-listed companies classified as AFS financial assets as at 31 March 2018 are reclassified and measured as Equity instruments designated at fair value through OCI beginning from 1 April 2018. The Company elected to classify irrevocably its non-listed equity investments under this category at the date of initial application as it intends to hold these investments for the foreseeable future. There were no significant impairment losses recognised in profit or loss for these investments in prior periods.

SLFRS 09 – “Financial Instruments” largely retains the existing requirement in LKAS 39 – “Financial Instruments: Recognition and Measurement’ for the classification of financial liabilities.

The Company has not designated any financial liabilities at fair value through Profit or Loss. Accordingly, there are no changes for classification and measurement in the Company’s financial liabilities.

In summary, upon the adoption of SLFRS 9, the Company had the following required or elected reclassifications as at 1 April 2018.


SLFRS-09 measurement Category (Rs.)

Financial Assets Amortised Cost Financial Assets at FVOCI

LKAS 39 Measurement Category

Available for Sale Financial Assets

Equity Securities 4,000,000

Loans and Receivable

Trade & Other Receivable 203,134,498

Loans and receivables granted to related companies

30,000,000

*** The change in carrying amount is a result of additional impairment allowance. Refer the note on impairment (3.2.2) below.

3.2.2 Impairment of Financial AssetsThe adoption of SLFRS 9 has fundamentally changed the Company’s accounting for impairment losses for financial assets by replacing LKAS 39’s incurred loss approach with a forward-looking expected credit loss (ECL) approach. Upon adoption of SLFRS 9 the Company recognised additional impairment on the Company’s Trade receivables resulting in a decrease in Retained Earnings of Rs. 301,649 as at 1 April 2018.

Set out below is the reconciliation of the ending impairment allowances in accordance with LKAS 39 with the opening loss allowances determined in accordance with SLFRS 9:

Financial Assets Allowance for Impairment under LKAS 39

Re- Measurement Expected Loss under SLFRS 09

As at 31 March 2018

As at 01 April 2018

Trade & Other Receivable

7,113,219 301,649 7,414,868

3.2.3 Hedge AccountingThe Company applied hedge accounting prospectively. At the date of initial application, all the Company’s existing hedging relationships were eligible to be treated as continuing hedging relationships. Therefore, adoption of SLFRS 9 has no impact on the presentation of comparative figures.

4. SUMMERY OF SIGNIFICANT ACCOUNTING POLICIESThe accounting policies set out below have been applied consistently for all periods presented in the Financial Statements by the Company except for the accounting


policies on financial instruments. Changes to the accounting policies have been disclosed in the note number 3.

4.1 Foreign CurrencyTransactions in foreign currencies are initially recorded by the Company at the functional currency rates prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange ruling at the reporting date.

Differences arising on settlement or transaction of monitory items are recognised in Profit or Loss with the exception of all monetary items that forms part of a net investment in a foreign operation. These are recognised in other comprehensive income until the disposal of the net investment, at which time they are reclassified to profit or loss. Tax charges and credits attributable to exchange differences on those monetary items are also recorded in other comprehensive income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

The gain or loss arising on translation of non-monetary items measured fair value is treated in line with the recognition of gain or loss on change in fair value in the item (translation differences on items whose gain or loss is recognised

in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss respectively).

4.2 Current versus non-current classificationThe Company presents assets and liabilities in the Statement of Financial Position based on current/non-current classification. An asset is current when it is:• Expected to be realised or intended

to sold or consumed in the normal operating cycle

• Held primarily for the purpose of trading

• Expected to be realised within twelve months after the reporting period or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:• It is expected to be settled in the

normal operating cycle

• It is held primarily for the purpose of trading

• It is due to be settled within twelve months after the reporting period or

• It dose not have the right at the reporting date to defer the settlement of the liability by the transfer of cash or other assets for at least 12 months after the reporting period.

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as noncurrent assets and liabilities.

4.3 Fair Value MeasurementThe Company measures financial instruments such as Fair Value Through OCI Financial Assets, Fair Value Through P&L Financial Assets, Financial Derivatives and Non-Financial Assets such as certain classes of Property, Plant and Equipment, at fair value at each reporting date. Fair value related disclosures for financial instruments and non-financial assets that are measured at fair value or where fair values are disclosed are summarised under the respective notes.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability Or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.


A fair value measurement of a non-financial asset considers a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the Financial Statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the Financial Statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation at the end of each reporting period. External valuers are involved for valuation of

significant assets, such as properties and significant liabilities, such as defined benefit obligations.

Involvement of external valuers is decided upon annually after discussion with and approval by the Company’s Board Audit Committee wherever necessary. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. The Board Audit Committee whenever necessary after discussions with the Company’s external valuers decide which valuation techniques and inputs to use for each case.

At each reporting date the Management analyses the movements in the values of assets and liabilities which are required to be remeasured or reassessed as per the Company’s accounting policies. For this analysis, the Management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents. The Management in conjunction with the Company’s external valuers, also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable. This includes a discussion of the major assumptions used in the valuations.

A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the

carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Statement of Profit or Loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

4.4 Significant Accounting Judgments, Estimates and AssumptionsThe preparation of Financial Statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

4.4.1 JudgementsIn the process of applying the Company’s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognised in the financial statements:

4.4.1.1 RevenueThe Company applied the following judgements that significantly affect the determination of the amount and



timing of revenue from contracts with customers

a) Principal versus agent considerations

In determining whether the Company is the principal or the agent pertaining to the certain revenue contracts the Company has evaluated who has control over the goods and service before transferring it to the customer

The following factors were also considered;

• The primarily responsibility for fulfilling the promise to provide the specified goods or the service.

• Inventory risk before or after the specified goods has been transferred to the customer.

• The discretion in establishing the price for the specified equipment.

Based on the above factors if the Company concludes that it has control over the goods & services before transferring it to the customer, Company act as the principal in which case revenue will be recognised at gross and if the Company does not have the control over the goods before transferring it to the customer, it will recognise revenue on the contract on net basis as an agent.

b) Evaluation of Point of Transfer of Control of Goods or Services to the Customer

The following factors were considered in determining the point of transfer of control to the customer.

• The entity has a present right to payment for the asset

• The customer has legal title to the asset

• The entity has transferred physical possession of the asset

• The customer has the significant risks and rewards of ownership of the asset

• The customer has accepted the asset

Whilst the above indicators assist in the determination of transfer of control, non of the indicators above are meant to individually determine whether control has been transferred. Further not all of them must be present. Hence the above evaluation requires significant judgement.

4.4.1.2 Deferred Tax AssetsDeferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

4.4.2 Estimates and AssumptionsThe key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions

about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

4.4.2.1 Revaluation of Property, Plant and Equipment The Company carries its Land and buildings at revalued amounts with changes in fair value being recognised in OCI. The Company engages an independent valuation specialist to assess fair value for land and buildings. Land and buildings values by reference to market-based evidence, using comparable prices adjusted for specific market factors such as nature, location and condition of the property. The valuation methodology adopted and the key assumptions to determine the fair value of the properties and sensitivity analyses are provided in relevant notes as required.

4.4.2.2 Impairment of Non - Financial AssetsThe Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered


impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are considered, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

Impairment losses of continuing operations, including impairment on inventories, are recognised in the Statement of Profit or Loss in those expense categories consistent with the function of the impaired asset, except for a property previously revalued where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount,

nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Statement of Profit or Loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

4.4.2.3 Defined Benefit PlansThe cost of defined benefit plans-gratuity is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, futures salary increases and retirement age. Due to the long term nature of these plans, such estimates are subject to significant uncertainty. All assumptions are reviewed at each reporting date.

4.5 Revenue from contracts with customers4.5.1 Recognition of RevenueRevenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

SLFRS 15 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.

In determining the transaction price for the revenue contracts, the Company considers the effects of

variable consideration, the existence of significant financing components, non-cash consideration, and consideration to the customer (if any).

Room revenue is recognised based on the rooms occupied on a daily basis, and food and beverage are accounted for at the time of sale.

In connection with contracts with travel agents, tour operators, on-line travel agents, corporate customers and free-individual-travellers, the Company identified certain principal versus agent considerations. In recognising revenue from these transactions, the Company considered whether the nature of its promise is a performance obligation to provide the hotel services itself (acting as a principal) or to arrange for the other party to provide those such services (acting as an agent).

4.5.1.1 Goods Transferred at a Point in TimeUnder SLFRS 15, revenue is recognised upon satisfaction of performance obligation. The revenue recognition occurs at a point in time when control of the asset is transferred to the customer, generally on delivery of the goods and services.

4.5.1.2 Services Transferred Over TimeUnder SLFRS 15, the Company determines at contract inception whether it satisfies the performance obligation over time or at a point in time. For each performance obligation satisfied overtime, the Company recognises the revenue over time by measuring the progress towards complete satisfaction of that performance obligation.



4.5.2 Contract LiabilitiesContract liabilities are Company’s obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. Contract liabilities includes advances received for reservations. Contract liabilities of the Company have been disclosed in other current liabilities note.

4.6 Taxationa) Current Income Taxes

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the Commissioner General of Inland Revenue. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date in the country where the Company operates and generates taxable income. Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit or loss.

The provision for income tax is based on the elements of income and expenditure as reported in the financial statements and computed in accordance with the provisions of the Inland Revenue Act No 24 of 2017.

Management has used its judgment on the application of tax laws including transfer pricing regulations involving identification of associated undertakings, estimation of the respective arm’s length prices and selection of appropriate pricing mechanism.

b) Deferred Taxation

Deferred income tax is provided, using the liability method, on all temporary

differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except;

Where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised except:

Where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting

date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax assets to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted as at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same taxable entity and the same taxation authority.

4.7 Property, Plant and EquipmentPlant and Machinery, Furniture, Fittings and Equipment, Motor Vehicles and Cutlery, Crockery, Glassware and Silverware are stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Such cost includes the cost of replacing component parts of the property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of property, plant and equipment are required to be replaced at intervals, the Company de-recognises the replaced part, and recognises the new part with its own associated useful


life and depreciation. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in the Statement of Profit or Loss as incurred.

Land and buildings are measured at fair value at the date of revaluation less accumulated depreciation on buildings and impairment losses. Valuations are performed with sufficient frequency to ensure that the carrying amount of a revalued asset does not differ materially from its fair value.

Where Land and Buildings are subsequently revalued, the entire class of such assets is revalued. Any revaluation surplus is recognised in other comprehensive income and accumulated in equity in the asset revaluation reserve, except to the extent that it reverses a revaluation decrease of the same asset previously recognised in the statement of profit or loss, in which case the increase is recognised in the statement of profit or loss. A revaluation deficit is recognised in the statement of profit or loss, except to the extent that it offsets an existing surplus on the same asset recognised in the asset revaluation reserve.

Accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.

Depreciation is calculated on a straight line basis over the estimated useful lives of the assets as follows:

2019 2018

Buildings on Freehold Land Over maximum period of 60 Years

Over maximum period of 60 Years

Swimming Pool Over maximum period of 60 Years

Over maximum period of 60 Years

Furniture, Fittings and Equipment 5 -10 Years 5 -10 Years

Motor Vehicles 5 -10 Years 5 -10 Years

Plant and Machinery 5 -10 Years 5 -10 Years

Cutlery, Crockery, Glassware and Silverware

2-3 Years 2-3 Years

An item of property, plant and equipment and any significant part initially recognised is de-recognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit or Loss when the asset is de-recognised.

Operating LeasesOperating lease payments are recognised as an operating expense in the Statement of Profit or Loss on a straight-line basis over the lease term.

Borrowing CostsBorrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

4.8 Intangible AssetsIntangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in the Statement of Profit or Loss in the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortised over their useful economic lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation



method for an intangible asset with a finite useful life is reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the Statement of Profit or Loss in the expense category consistent with the function of the intangible assets.

Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit or Loss when the asset is de-recognised.

4.9 InventoryInventories are valued at the lower of cost and net realisable value, after making due allowances for obsolete and slow-moving items.

The cost incurred in bringing inventories to its present location and conditions are accounted using the following cost formulae:

Foods and Beverages Stocks At actual cost on weighted average basis.Maintenance and Others At actual cost on weighted average basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

4.10 Financial InstrumentsAccounting Policies Applicable up to 1 April 2018

4.10.1 Financial Assets4.10.1.1 Initial Recognition and MeasurementFinancial assets within the scope of LKAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available-for-sale financial assets, as appropriate and determine the classification of its financial assets at initial recognition.

All financial assets are recognised initially at fair value plus transaction cost of assets, in the case of investments not at fair value through profit or loss.

The financial assets include cash and short-term deposits, trade and other receivables, other financial assets.

4.10.1.2 Subsequent MeasurementThe subsequent measurement of financial assets depends on their classification as follows:

a) Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or

determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate method (EIR), less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the statement of profit or loss. The losses arising from impairment are recognised in the Statement of Profit or Loss in finance cost.

b) Available-For-Sale Financial Investments

Available-for-sale financial investments consists of equity securities. Equity investments classified as available for-sale are those, which are neither classified as held for trading nor designated at fair value through profit or loss.

After initial measurement, available-for-sale financial investments are subsequently measured at fair value with unrealised gains or losses recognised as other comprehensive income in the available-for-sale reserve until the investment is de-recognised, at which time the cumulative gain or loss is recognised in other operating income, or determined to be impaired, at which time the cumulative loss is reclassified to the Statement of Profit or Loss in finance costs and removed from the available-for-sale reserve.

The Company evaluates its available-for-sale financial assets to determine whether the ability and intention to sell them in the near term is still appropriate. When the Company is unable to trade


these financial assets due to inactive markets and management’s intention to do so significantly changes in the foreseeable future, the Company may elect to reclassify these financial assets in rare circumstances. Reclassification to loans and receivables is permitted when the financial assets meet the definition of loans and receivables and the Company has the intent and ability to hold these assets for the foreseeable future or until maturity. Reclassification to the held-to-maturity category is permitted only when the entity has the ability and intention to hold the financial asset accordingly.

For a financial asset reclassified out of the available for sale category, any previous gain or loss on that asset that has been recognised in equity is amortised to profit or loss over the remaining life of the investment using the EIR. Any difference between the new amortised cost and the expected cash flows is also amortised over the remaining life of the asset using the EIR. If the asset is subsequently determined to be impaired, then the amount recorded in equity is reclassified to the statement of profit or loss.

4.10.1.3 De-recognitionA financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is de-recognised when,

i. The rights to receive cash flows from the asset have expired

ii. The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either

• The Company has transferred substantially all the risks and rewards of the asset, or

• The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all of the risks and rewards of the asset nor transferred control of it, the asset is recognised to the extent of the Company’s continuing involvement in it.

In that case, the Company also recognises an associated liability. The transferred assets and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

4.10.1.4 Impairment of Financial AssetsThe Company assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset and that loss event has an impact on

the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

a) Financial Assets Carried at Amortised Cost

For financial assets carried at amortised cost, the company first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Company determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of



estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate.

The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the statement of profit or loss. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income in the statement of profit or loss. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the Company. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited to finance costs in Statement of Profit or Loss.

b) Available-For-Sale Financial Investments

For available-for-sale financial investments, the Company assesses at each reporting date whether there is objective evidence that an investment is impaired.

In the case of equity investments classified as available-for-sale, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. Where there is evidence of impairment, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognised in the statement of profit or loss, is removed from other comprehensive income and recognised in the statement of profit or loss. Impairment losses on equity investments are not reversed through the statement of profit or loss; increases in their fair value after impairments are recognised directly in other comprehensive income.

4.10.2 Financial Liabilities4.10.2.1 Initial Recognition and MeasurementFinancial liabilities within the scope of LKAS 39 are classified as financial liabilities at fair value through profit or loss, loans and borrowings, other financial liabilities or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial liabilities at initial recognition.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, and other financial liabilities carried at amortised cost. This includes directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables, bank overdrafts, loans and borrowings, other financial liabilities.

4.10.2.2 Subsequent MeasurementThe measurement of financial liabilities depends on their classification as follows;

a) Loans and Borrowings/Other Financial Liabilities

After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the Statement of Profit or Loss when the liabilities are de-recognised as well as through the effective interest rate method (EIR) amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in the Statement of Profit or Loss.

4.10.2.3 De-recognitionA financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the Statement of Profit or Loss.

4.10.2.4 Offsetting of Financial InstrumentsFinancial assets and financial liabilities are offset and the net amount reported in the Statement of Financial Position if, and only if, there is a currently


enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

4.10.2.5 Fair Value of Financial InstrumentsThe fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices or dealer price quotations. (bid price for long position and ask price for short positions), without any deduction for transaction costs.

For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arm’s length market transactions; reference to the current fair value of another instrument that is substantially the same; a discounted cash flow analysis or other valuation models.

4.10.3 Derivative Financial Instruments and Hedge Accounting4.10.3.1 Initial Recognition and Subsequent Measurementa) Derivative Financial Instruments

The Company uses derivative financial instruments such as forward currency contracts to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to the Statement of Profit or Loss, except for the effective portion of cash flow hedges, which is recognised in Other Comprehensive Income.

b) Cash Flow Hedges

The effective portion of the gain or loss on the hedging instrument is recognised directly as other comprehensive income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the Statement of Profit or Loss as finance expenses. Income are transferred to the Statement of Profit or Loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs. Where the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as other comprehensive income are transferred to the initial carrying amount of the non-financial asset or liability. If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss previously recognised in equity is transferred to the Statement of Profit or Loss. If the hedging instrument expires or is sold, terminated or exercised without replacement or roll over, or if its designation as a hedge is revoked, any cumulative gain or loss previously recognised in other comprehensive income remains in other comprehensive income until the forecast transaction or firm commitment affects profit or loss.

Accounting Policies Applicable After 1 April 2018

4.10.4 Financial Assets4.10.4.1 Initial recognition and measurementFinancial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income and fair value through profit or loss.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

4.10.4.2 Subsequent MeasurementFor purposes of subsequent measurement, financial assets are classified in four categories

• Financial assets at amortised cost (debt instruments)

• Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)

• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)

• Financial assets at fair value through profit or loss.

a) Financial Assets at Amortised Cost (Debt Instruments)

The Company measures financial assets at amortised cost if both of the following conditions are met:



• The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and


Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is de-recognised, modified or impaired.

The Company’s financial assets at amortised cost includes trade receivables, loans to employees and loans to related parties.

b) Financial Assets at Fair Value Through OCI (Debt Instruments)

The Company measures debt instruments at fair value through OCI if both of the following conditions are met:• The financial asset is held within a

business model with the objective of both holding to collect contractual cash flows and selling; and


For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the Statement of Profit or Loss and computed in the same manner as for financial assets measured at amortised

cost. The remaining fair value changes are recognised in OCI. Upon de-recognition, the cumulative fair value change recognised in OCI is recycled to profit or loss.

The Company do not classified any instrument under this category as of 31 March 2019.

c) Financial assets designated at fair value through OCI (equity instruments)

Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under LKAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by instrument basis.

Gains and losses on these financial assets are never recycled to Statement of Profit or Loss. Dividends are recognised as other income in the Statement of Profit or Loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

The Company elected to classify irrevocably its listed and non-listed equity investments under this category.

d) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets

designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortised cost or at fair value through OCI, as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

Financial assets at fair value through profit or loss are carried in the Statement of Financial Position at fair value with net changes in fair value recognised in the Statement of Profit or Loss.

The Company did not classify any instrument under this category as of 31 March 2019.

4.10.4.3 De-recognitionA financial asset is de-recognised when:• The rights to receive cash flows from

the asset have expired.

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement;


and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement and has neither transferred nor retained substantially all of the risks and rewards of the asset nor transferred control of it, the asset is recognised to the extent of the Company’s continuing involvement in it.

4.10.4.4 Impairment of financial assetsThe Company recognises an allowance for Expected Credit Losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected

over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables and contract assets, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

4.10.5 Financial Liabilities4.10.5.1 Initial recognition and measurementFinancial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, carried at amortised cost. This includes directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.

4.10.5.2 Subsequent MeasurementThe measurement of financial liabilities depends on their classification as follows:

a) Financial Liabilities at Fair Value Through Profit or Loss

Financial liabilities are classified as measured at amortised cost or FVPL. A financial liability is classified as at FVPL, if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on de-recognition is also recognised in profit or loss.

b) Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are de-recognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit or Loss. This category generally applies to interest bearing loans and borrowings.

4.10.5.3 De-recognitionA financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires.

4.10.5.4 Offsetting of financial instrumentsFinancial assets and financial liabilities are offset and the net amount is reported in the Statement of Financial



Position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

4.10.6 Derivative Financial Instruments and Hedge Accounting4.10.6.1 Initial Recognition and Subsequent MeasurementThe Company uses derivative financial instruments such as forward currency contracts to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

4.10.6.2 Cash Flow HedgesWhen a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognised in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value of the derivative that is recognised in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.

4.10.7 Cash and Short-Term DepositsCash and short-term deposits in the Statement of Financial Position comprise cash at banks and on hand and short-term deposits with a maturity of three months or less.

For the purpose of the Company’s Statement of Cash Flows, cash and cash equivalents consist of cash and short-term deposits as defined above, net of outstanding bank overdrafts.

4.11 ProvisionsProvisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Statement of Profit or Loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

4.12 Retirement Benefits(a) Defined Contribution Plans –

Employees’ Provident Fund and Employees’ Trust Fund

Employees are eligible for Employees’ Provident Fund Contributions and Employees’ Trust Fund Contributions in line with the respective statutes and regulations. The Company contributes 12% and 3% of gross emoluments of

employees to Employees’ Provident Fund and Employees’ Trust Fund respectively.

(b) Defined Benefit Plans – Gratuity

A defined benefit plan is post-employment benefits plan other than a defined contribution plans - Employees’ Provident Fund and Employees’ Trust Fund. The liability recognised in the Statement of Financial Position in respect of defined benefit plans is the present value of the defined benefit obligation at the reporting date. The defined benefit obligation is calculated using the ‘Projected Unit Credit method’. The present value of the defined benefit obligation is determined by discounting the estimated future cash flows using interest rates that are denominated in the currency in which the benefits will be paid, and that have terms of maturity approximating to the terms of the liability.

Provision has been made in the Financial Statements for retiring gratuities from the first year of service for all employees, in conformity with LKAS 19 - “Employee Benefits”. Actuarial gain or losses are recognised in Other Comprehensive Income (OCI) in the period which it arises.

However, according to the Payment of Gratuity Act No. 12 of 1983, the liability for payment to an employee arises only after the completion of 5 years continued service. The liability is not externally funded.


5. STANDARD ISSUED BUT NOT YET EFFECTIVE5.1 SLFRS 16 – LeasesSLFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model.

SLFRS 16 replaces LKAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases - Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

At the commencement date of a lease, a lessee will recognise a liability to make lease payments (lease liability) and an asset representing the right to use the underlying asset during the lease term (the right-of-use asset - ROU). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset.

Lessee will be also required to re-measure the lease liability upon the occurrence of certain events. The lessee will generally recognise the amount of the re-measurement of the lease liability as an adjustment to the right-of-use asset.

SLFRS 16 also requires lessee and lessor to make more extensive disclosures than under LKAS 17.

SLFRS 16 is effective for annual periods beginning on or after 1 January 2019.

5.2 Company’s readiness for the application of SLFRS 16The Company plan to adopt SLFRS 16 retrospectively with the cumulative effect of initially applying the standard recognised at the date of initial application.

Due to the adoption of SLFRS 16, the Company’s operation profit will improve, while its interest expense also will be expected to increase. This is due to the change in the accounting for expenses of leases that were classified as operating leases under LKAS 17.

Other than SLFRS 16, other amendments and improvements are not expected to have a significant impact on the Company’s financial statements.



6. REVENUE

Year ended 31 March 2019 2018 Rs. Rs.

Accommodation, Food and Beverage 943,437,934 865,943,719Others (Hotel Operations) 9,471,822 11,840,313 952,909,756 877,784,032

7. OTHER OPERATING INCOME AND GAINS


Rental Income 3,856,350 3,572,076Profit on Disposal of Property Plant and Equipment 15,657 30,435Sundry Income - 1,482,005Exchange gains on Operations 20,995,185 29,598,393Foreign Currency Encashment 1,258,742 1,628,761Reversal of bad debt provision - 2,917,854 26,125,934 39,229,524

8. FINANCE COST AND INCOME8.1 Finance Costs


Interest Expense on Overdrafts 4,471,282 2,581,554Interest Expense on Loans and Borrowings - Related Parties - 346,065Interest Expense on Loans and Borrowings - Others 2,438,964 2,983,012Exchange Loss on Loans 9,430,651 - 16,340,897 5,910,631

8.2 Finance Income


Interest Income from - Related Parties 10,942,432 108,945Interest Income from - Others 1,581,041 1,487,469Exchange Gains on Loans - 3,768,080Fair Value Gain on Forward Exchange Contracts 9,043,263 1,228,427 21,566,736 6,592,921


9. PROFIT BEFORE TAX


Stated After Charging/(Crediting)Employees Benefits Including the Following - Defined Benefit Plan Costs - Gratuity 5,279,244 4,865,064 - Defined Contribution Plan Costs - EPF and ETF 16,958,777 15,758,253Depreciation and Amortization 83,892,799 73,735,578Auditors’ Remuneration (Fees and Expenses) 748,414 719,790Management Fees 61,927,251 53,923,038Donations 376,451 1,133,661Legal Fees 681,053 332,730Charge on/ (reversal of) Impairment of Debtors 2,227,712 (2,917,854)

Included in Selling and Marketing ExpensesSales Promotion Cost 18,692,837 15,392,045Advertisement 5,719,905 5,480,319

10. INCOME TAX EXPENSE


Statement of Profit or lossCurrent Income TaxCurrent Tax Expense on Ordinary Activities for the Year 10.1 21,882,073 15,404,847(Over)/Under Provision of Current Taxes in Respect of Prior Years - 3,811,386

Deferred TaxDeferred Taxation Charge/(Reversal) 10.2.2 7,755,723 21,488,148 29,637,796 40,704,381

Statement of Other Comprehensive IncomeDeferred Taxation Charge/(Reversal) 10.2.2 26,578 67,954,799 26,578 67,954,799Comprehensive Income 29,664,374 108,659,180



10.1 Reconciliation Between Current Tax Expense and the Accounting Profit


Accounting Profit (Profit Before Tax) 176,815,627 189,680,838Aggregate Dis-allowable Items 91,818,074 86,033,309Income from other sources (16,379,823) (1,596,414)Aggregate Allowable Items (128,713,000) (149,468,971)Taxable Profit from Trade and Business 123,540,878 124,648,762Taxable Profit from Interest Income 16,379,823 1,596,414 139,920,701 126,245,176

Income Tax - 14% (2018 -12%) 17,295,723 14,957,851Income Tax - 28% (2018 - 28%) 4,586,350 446,996Current Income Tax Expense 21,882,073 15,404,847

Effective tax rate 12% 8%

10.1.2 The business profit of the Company is liable for income tax at the rate of 14% which is applicable for tourism promotion as per the Inland Revenue Act No.24 of 2017. (Up to 31 March 2018 the business profits of the company taxed at the rate of 12% under the Inland revenue act No.10 of 2006 and amendments there to). Other sources of income are taxable at 28%.

10.2 Deferred Tax

10.2.1 Deferred Tax Assets and Liabilities Relates to the Followings;

As at 31 March 2019 2018 Rs. Rs.

Deferred Tax Liability 197,079,810 187,855,331Deferred Tax Assets (5,791,928) (4,349,750)Net Deferred Tax Liability 191,287,882 183,505,581


10.2.2 Deferred Taxation Charge/(Reversal) - Statement of Profit or Loss/Other Comprehensive Income

Statement of Other Comprehensive Profit or Loss IncomeYear ended 31 March 2019 2018 2019 2018 Rs. Rs. Rs. Rs.

Deferred Tax LiabilityCapital Allowances for Tax Purposes 9,224,479 22,193,742 - -Revaluation of Land and Buildings - - - 68,038,110 9,224,479 22,193,742 - 68,038,110

Deferred Tax AssetsDefined Benefit Plans (1,007,940) (798,712) - -Collective Impairment of Trade and Other Receivables (460,816) 93,118 - -Actuarial Loss - - 26,578 (83,311) (1,468,756) (705,594) 26,578 (83,311) 7,755,723 21,488,148 26,578 67,954,799

Deferred tax provision as of 31 March 2019 has been computed based on the future tax rate applicable to company (14%) in accordance with Inland Revenue Act, No.24 of 2017.

10.2.3 Deferred Tax Asset/Liability

Statement of Statement of Financial Position Comprehensive IncomeAs at/Year ended 31 March 2019 2018 2019 2018 Rs. Rs. Rs. Rs.

Deferred Tax LiabilityCapital Allowances for Tax Purposes 100,010,939 90,786,460 9,224,479 22,193,742Revaluation of Assets 97,068,871 97,068,871 - 68,038,110 197,079,810 187,855,331 9,224,479 90,231,852

Deferred Tax AssetsDefined Benefit Plans 3,956,723 2,948,783 (1,007,940) (798,712)Collective Impairment of Trade and Other Receivables 1,349,961 889,145 (460,816) 93,118

Actuarial (Gain)/Loss 485,244 511,822 26,578 (83,311) 5,791,928 4,349,750 (1,442,178) (788,905)Deferred Income Tax - Expense 7,782,301 89,442,947Net Deferred Tax Liability 191,287,882 183,505,581



11. EARNINGS PER SHARE

11.1 Basic Earnings Per Share is calculated by dividing the net profit for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

11.2 The following reflects the earnings and number of shares used in the Basic Earnings Per Share computation.


Amounts Used as the Numerator:Net Profit Attributable to Ordinary Shareholders 147,177,831 148,976,457

Year ended 31 March 2019 2018 Number Number

Number of Ordinary Shares Used as the Denominator:Weighted Average Number of Ordinary Shares in Issue Applicable to Basic Earnings Per Share 31,621,477 31,621,477Earnings Per Share - Basic 4.65 4.71

As there were no potential ordinary shares outstanding as at the year end, Diluted Earnings per Share is equal to the Basic Earnings per Share for the year and the last year.

12. DIVIDENDS PER SHARE12.1 Dividends Paid


Declared and Paid During the Year for Ordinary SharesInterim Dividend out of 2017/18 Profits - 31,621,477 - 31,621,477

12.2 Dividends Per Share


Interim Dividend out of 2017/18 Profits - 1.00 - 1.00


13. PROPERTY, PLANT AND EQUIPMENT13.1 Gross carrying amounts

Balance Additions Disposals Balance As at As at 01.04.2018 31.03.2019 Rs. Rs. Rs. Rs.

At costFurniture, Fittings and Equipment 138,715,342 1,697,389 - 140,412,731Motor Vehicles 215,660 - - 215,660Plant, Machinery and Equipment 371,281,673 87,489,536 (1,246,638) 457,524,571Cutlery and Crockery 23,758,483 - - 23,758,483 533,971,158 89,186,925 (1,246,638) 621,911,445

At Valuation and Subsequent ImprovementLand and Improvements 511,000,000 - - 511,000,000Buildings and Swimming Pools on Freehold Land 1,337,000,000 13,117,202 - 1,350,117,202 1,848,000,000 13,117,202 - 1,861,117,202Total value of depreciable assets 2,381,971,158 102,304,127 (1,246,638) 2,483,028,647

13.2 In the course of construction

Balance Incurred Capitalised Balance as at during the during the as at 01.04.2018 year year 31.03.2019 Rs. Rs. Rs. Rs.

Capital work in progress - 576,276 - 576,276 - 576,276 - 576,276Total gross carrying amount 2,381,971,158 102,880,403 (1,246,638) 2,483,604,923



13.3 Depreciation

Balance Charge for Disposal Balance As at the Year As at 01.04.2018 31.03.2019At cost/ cost incurred since last revaluation Rs. Rs. Rs. Rs.

Furniture and Fittings 98,578,756 8,696,949 - 107,275,705Motor Vehicles 170,317 24,732 - 195,049Plant, Machinery and Equipment 235,622,112 38,395,163 (1,239,795) 272,777,480Cutlery and Crockery 23,758,483 - - 23,758,483 358,129,668 47,116,844 (1,239,795) 404,006,717

At Valuation and Subsequent ImprovementBuildings and swimming pool on Freehold Land - 31,115,397 - 31,115,397 - 31,115,397 - 31,115,397Total depreciation 358,129,668 78,232,241 (1,239,795) 435,122,114

13.4 Net Book Value


At costBuilding at Cost - -Furniture and Fittings 33,137,026 40,136,586Motor Vehicles 20,611 45,343Plant, Machinery and Equipment 184,747,091 135,659,561 217,904,728 175,841,490

At Valuation and Subsequent ImprovementLand and Improvements 511,000,000 511,000,000Buildings and Swimming Pools on Freehold Land 1,319,001,805 1,337,000,000 1,830,001,805 1,848,000,000

In the course of constructionCapital work in progress 576,276 -Total Carrying Amount of Property, Plant and Equipment 2,048,482,809 2,023,841,490


13.5 During the financial year, the Company acquired Property, Plant and Equipment to the aggregate value of Rs. 102,880,403/- ( in year 2018 - Rs.25,657,489/- ) , the consideration for which was settled by cash.

13.6 Property, Plant and Equipment of the Company includes fully depreciated assets having a gross carrying amounts of Rs. 280,555,927 (2018 - 243,620,011/-)

13.7 No borrowing cost has been capitalised during the year (2018 - Nil).

13.8 The Company has stated following properties at revalued amounts. The valuation was carried out by Perera Sivaskantha & Company - Incorporated Valuers.

Property Extent Method of Valuation and Significant Unobservable Inputs

Range of Estimate for Unobservable Inputs

Valuation

Rs.

Date of Valuation

Land at Waikkal 14A 2R 10P Profit Basis of Valuation Average Daily Rate

Rs. 12,000 - 15,000 511,000,000 31-Mar-2018

Buildings at Waikkal 220,339 Sq. Ft Rate of Return 8% - 10% 1,337,000,000 31-Mar-2018

154 Rooms

13.9 Description of the above valuation techniques together with narrative descriptions on sensitivity of the fair value measurement to changes in significant unobservable inputs are tabulated below;

Valuation Technique Significant unobservable valuation inputs

Correlation

Profit Basis of ValuationIn a trade related property the best measure of value is the income generation. It is based on a hypothetical operator who is knowledgeable prudent and efficient rather than actual. The income is estimated taking the potential into account as against the past records of income and expenditure latter is taken on the basis of sector derived expenditure and EBITDA is thus arrived, the residual profits are deducted and the balance as rent for a fully operational unit is either capitalised at a market derived all risk rate or cast into a DCF.

Average Room Rate

Rate of Return

Positive

Negative

The movement of revaluation reserve and other information are disclosed under note 20



The carrying amount of revalued assets that would have been included in the financial statements had the assets been carried at cost less depreciation is as follows:

Cumulative Cost Depreciation Net Carrying Net Carrying If Assets were Amount AmountClass of Asset Carried at Cost 2019 2018 Rs. Rs. Rs. Rs.

Buildings and Swimming Pool 1,218,351,925 197,606,134 1,020,745,791 1,041,051,657

14. INTANGIBLE ASSETS


Computer softwareAt CostAt the beginning of the year 28,597,187 28,597,187At the end of the year 28,597,187 28,597,187

Amortization & impairmentAt the beginning of the year 7,324,898 1,605,460Amortization 5,660,559 5,719,438At the end of the year 12,985,457 7,324,898Carrying value 15,611,730 21,272,289

14.1 Intangible assets are amortised over there useful economic life and useful economic life is estimated as 5 - 10 years.

15. OTHER FINANCIAL ASSETS


Other financial assets - Non current (15.1) 2,730,538 4,000,000Other financial assets - Current (15.2) 538,503,263 30,000,000 541,233,801 34,000,000

15.1 Other financial assets - Non currentThe Company has investments in unquoted equity shares of Rainforest Ecolodge (Pvt) Ltd.


Investments in Equity Securities (15.1.1) 2,730,538 4,000,000 2,730,538 4,000,000


15.1.1 Investment in Equity Shares - Non Quoted - Fair Value Through OCI Investment

2019 2018 No. of Shares Rs. No. of Shares Rs.

Blance as at 1 April 400,000 4,000,000 400,000 4,000,000Change in Fair Value - (1,269,462) - -Blance as at 31 March 400,000 2,730,538 400,000 4,000,000

Investment in Equity Securities solely comprises application and allotment money paid to Rainforest Ecolodge (Pvt) Ltd for purchase of 400,000 shares of Rs.10/- each. Investment in Rainforest Ecolodge (Pvt) Ltd is carried at fair value using net asset basis of valuation.

15.2 Other Financial Assets - CurrentAs at 31 March 2019 2018 Rs. Rs.

Loans and receivables granted to related companies Loans and receivables granted to related companies (15.2.1) 529,460,000 30,000,000Derivative Financial Investment 9,043,262 - 538,503,262 30,000,000

15.2.1 Loans and Receivables Granted to Related Companies

Relationship As at 01.04.2018

Loans Granted

Loans Repayments

As at 31.03.2019

Repayment Terms

Rates of Interest

Rs. Rs. Rs. Rs.

Serendib Hotels PLC

Parent Company

30,000,000 - (30,000,000) - on Demand At a margin over AWPLR

Serendib Hotels PLC

Parent Company

- 118,000,000 - 118,000,000 on Demand At a margin over AWPLR

Serendib Hotels PLC - Foreign Currency - GBP 1.1M

Parent Company

- 253,660,000 - 253,660,000 on Demand At a margin over 1 Month GBP LIBOR

Serendib Hotels PLC - Foreign Currency - Euro 0.8M

Parent Company

- 157,800,000 - 157,800,000 on Demand At a margin over 1 Month EURIBOR

30,000,000 529,460,000 (30,000,000) 529,460,000



16. INVENTORIES


Food 2,301,450 1,984,970Beverage 3,209,384 2,574,028House - Keeping and Maintenance 3,411,881 2,364,934Printing and Stationeries - 668,701Linen and Cutlery 7,499,477 4,137,936Spa 977 15,131Other Replacements 1,929,527 1,287,663 18,352,696 13,033,363

17. TRADE AND OTHER RECEIVABLES


Trade debtors - related parties 17.4 392,108 363,693 - Other 190,074,171 173,624,298 190,466,279 173,987,991Less: Provision for Impairment of trade receivables 17.3 (9,642,580) (7,113,219) 180,823,699 166,874,772

Other Debtors 275,385 268,479Advances and prepayments 13,806,802 32,571,579 14,082,187 32,840,058

Non Trade Dues from Related Parties 17.6 4,581,360 3,089,648Loans and advances to company officers 17.5 359,296 631,669 4,940,656 3,721,317 199,846,542 203,436,147

17.1 Trade Debtors Age Analysis

As at 31 March Neither past due nor Past due but not impaired Total impaired 30-90 days 91-120 days >120 days Rs. Rs. Rs. Rs. Rs.

2019 180,823,699 111,490,189 67,778,801 1,554,708 -2018 166,874,772 94,704,269 63,259,751 1,963,719 6,947,033

17.2 The Company grants credit approvals to its customers subjected to the internal credit limits which are regularly reviewed and controlled by the Management. The average credit period granted to such Debtors are 30 Days.


17.3 The movement of the provision for impairment of trade receivables

Individual Collective Total Impairment Impairment Impairment

As at 31 March 2018 762,184 6,351,035 7,113,219Impact on Adoption of SLFRS 09 - 301,649 301,649As at 1 April 2018 762,184 6,652,684 7,414,868Provision/(Reversal) to Profit or Loss - 2,227,712 2,227,712As at 31 March 2019 762,184 8,880,396 9,642,580

17.4 Trade dues receivables from related parties

As at 31 March 2019 2018 Relationship Rs. Rs.

Diethem Travel Lanka (Pvt) Ltd. Other Related Party 82,434 341,746Hemas Holdings PLC Ultimate Parent Company 37,500 21,947Frontier Capital Lanka (Pvt) Ltd. Other Related Party 30,000 -Jada Resort and Spa (Pvt) Ltd. Other Related Party 45,000 -Hotel Sigiriya PLC Other Related Party 7,000 -Serendib Leisure Management Ltd. Other Related Party 147,424 -Hemas Travels (Pvt) Ltd. Other Related Party 42,750 - 392,108 363,693

17.5 Loans and advances to company officers


Balance as at the beginning of the year 631,669 563,329Loans granted during the year 2,926,484 2,855,187Less: repayments (3,198,857) (2,786,847)Balance as at the end of the year 359,296 631,669

17.6 Other Receivables From Related Parties


Serendib Hotels PLC Parent Company 1,871,268 245,925Hotel Sigiriya PLC Other Related Party 1,815,388 1,039,796Jada Resort and Spa (Pvt) Ltd. Other Related Party 298,330 4,521Serendib Leisure Management Ltd. Other Related Party 18,840 1,255,995Kalutara Luxury Hotels and Resorts (Pvt) Ltd. Other Related Party 149,750 149,750Frontier Capital Lanka (Pvt) Ltd Other Related Party 38,644 4,521Kammala Hoteliers (Pvt) Ltd. Other Related Party 389,140 389,140 4,581,360 3,089,648



18. CASH AND CASH EQUIVALENTS

18.1 Favourable cash and cash equivalents balance


Cash and bank balances 281,531,652 127,530,377

18.2 Unfavourable cash and cash equivalent balances

Bank overdraft (31,622,613) (87,854,209)Cash and cash equivalents for the purpose of statement of cash flow 249,909,039 39,676,168

19. STATED CAPITAL

As at 31 March 2019 2018 2019 2018 No. of shares Rs. Rs.

Fully Paid Ordinary Share 31,621,477 31,621,477 316,214,770 316,214,770

19.1 The holders of ordinary shares possess the right to receive dividends as declared from time to time. The holders of Ordinary Shares are entitled to one vote per share at a shareholder meeting of the company.

20. RESERVES


20.1 Other Component of EquityRevaluation Reserve 20.1.1 596,486,629 596,486,629Cash Flow Hedge Reserve 20.1.1 2,108,240 1,448,426Fair Value Reserve (1,269,462) - 597,325,407 597,935,055

20.1.1 Revaluation Reserve


Balance as at the beginning of the year 596,486,629 649,925,028Revaluation Surplus during the year - 14,599,711Deferred Tax attributable to Revaluation Surplus - (68,038,110)Balance as at the end of the year 596,486,629 596,486,629

20.1.1.1 The above Revaluation Surplus consists of net surplus resulting from the revaluation of building on leasehold land and swimming pool as described in note number. The unrealised amount cannot be distributed to Shareholders.


20.1.2 Cash Flow Hedge ReserveThe company designated its identified foreign currency loans as a hedging instrument against its highly probable, specifically identified future revenue in foreign currency namely apartment revenue. Through which, the company hedged the risk of changes in value of the identified foreign currency loans, caused by the fluctuations in foreign exchange rates.

The effective portion of the gain or loss on the hedging instrument is recognised directly in Other Comprehensive Income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the Statement of Profit or Loss as finance income/cost. Amounts recognised as Other Comprehensive Income are transferred to Statement of Profit or Loss when the forecasted transaction occurs (when the forecast revenue realises). If the forecast transaction is no longer expected to occur, the cumulative gain or loss previously recognised in Other Comprehensive Income is transferred to the Statement of Profit or Loss. If the hedging instrument expires or is sold, terminated or exercised without replacement or roll-over, or if its designation a hedge revoked, any cumulative gain or loss previously recognised in Other Comprehensive Income remains in equity until the forecast transaction occurs as per the hedge agreement.


Balance At the Beginning of the Year 1,448,426 29,300,086Movement of Cash-flow Hedge Reserve- recognised through revenue (7,120,160) (9,259,070)- recognised through foreign exchange gain/loss 7,779,974 (18,592,590)Balance at the End of the Period 2,108,240 1,448,426

20.2 Other Reserve


Balance at the beginning of the year - 2,840,391Transferred to retained earnings - (2,840,391)Balance at the end of the year - -

20.2.1 Other reserve which is a Revenue Reserve represents the amounts set aside by the Directors for general application. During the financial year 2017/18, the Group transferred the entire reserve balance to the Retained Earnings.

21. INTEREST BEARING LOANS AND BORROWINGS

As at 31 March 2019 2018 Amount Amount Total Amount Amount Total Repayable Repayable Repayable Repayable Within 1 Year After 1 Year Within 1 Year After 1 Year Rs. Rs. Rs. Rs. Rs. Rs.

Bank Loans (21.1) 65,524,000 527,508,000 593,032,000 48,247,605 4,039,744 52,287,349 65,524,000 527,508,000 593,032,000 48,247,605 4,039,744 52,287,349



21.1 Bank Loans

As at 31 March As at 01.04.2018

Loans Obtained

Repayment Exchange (Gain)/Loss

As at 31.03.2019

Terms of Repayment

Rate of Interest

Rs. Rs. Rs. Rs. Rs.

HSBC - Foreign Currency - GBP 1.2 Mn

- 276,720,000 - (360,000) 276,360,000 60 Instalments Commencing April 2019

At a margin over one month GBP LIBOR

HSBC - Foreign Currency - Euro 1.6 Mn

- 315,600,000 - 1,072,000 316,672,000 60 Instalments Commencing April 2019

At a margin over one month EURIBOR

Commercial Bank - Foreign Currency - GBP 1.3 Mn

52,287,349 - (53,335,551) 1,048,202 - 72 Instalments Commencing Nov 2012

At a margin over one month GBP LIBOR p.a.

52,287,349 592,320,000 (53,335,551) 1,760,202 593,032,000

21.2 Refer note 27 for details of assets pledged in respect of above loans and borrowings.

21.3 Related party loans are unsecured and were granted in accordance with the Group Treasury Policy.

22. RETIREMENT BENEFIT OBLIGATION


Balance as at the Beginning of the Year 24,718,608 21,472,278Charge for the year 5,279,244 4,865,064Actuarial (gain)/loss (189,848) 84,944Benefit paid (1,545,700) (1,703,678)Balance as at the End of the Year 28,262,304 24,718,608

22.1 Expense recognised in statement of profit or loss

Current service cost 2,683,790 2,288,391Interest cost 2,595,454 2,576,673 5,279,244 4,865,064

22.2 Actuarial (gain)/loss immediately recognised in other comprehensive incomeActuarial (Gains)/Losses on Obligations - Due to Experience (814,236) 142,957Due to changes in financial assumptions (1,216,609) (58,013)Due to changes in demographic assumptions 1,840,997 - (189,848) 84,944


Messer’s K.A Pandith Actuaries, consultants and Actuaries, carried out an actuarial valuation of the defined benefit plan gratuity on 31.03.2019. Appropriate and compatible assumptions were used in determining the cost of retirement benefits. The principle assumptions used as follows:

Financial Assumptions 2019 2018

Discount Rate 11.50% 10.50%Future Salary Increment Rate 8.50% 8.50%

Demographic AssumptionsRetirement Age 55 Years 55 YearsAverage Expected Future Service 7 Years 17 Years

22.3 Sensitivity of Assumptions in Actuarial ValuationThe following table demonstrates the sensitivity to possible changes in key assumptions employed with all other variables held constant in the Retiring Gratuity Obligation measurement as at 31 March 2019. The sensitivity of the Statement of Financial Position and Statement of Comprehensive Income is the effect of the assumed changes in the discount rate and salary increment rate on the profit or loss and Retiring Gratuity obligation for the year.

As at 31 March 2019 2018 Delta Effect Delta Effect Delta Effect Delta Effect of +1% of (-1%) of +1% of (-1%) Rs. Rs. Rs. Rs.

Increase/(Decrease) in Discount Rate (1,107,163) 1,216,609 (1,979,068) 2,285,408Increase/(Decrease) in Salary Increment Rate 1,239,945 (1,146,413) 2,307,877 (2,030,412)Increase/(Decrease) in Employee Turnover 169,123 (187,647) 301,761 (344,242)

22.4 Following payments are expected over the weighted average life span obligation on the future years:


Years From the Current Period1st Following Year 6,763,802 1,742,9962nd Following Year 2,994,406 843,6203rd Following Year 3,442,008 3,801,4734th Following Year 3,614,883 1,332,5515th Following Year 3,350,002 1,763,149Sum of 6 Years to 10 14,882,440 11,636,599



23. TRADE AND OTHER PAYABLES


Trade payable 32,123,110 26,656,237Other payables - related parties 23.1 17,962,645 15,667,896 - other 83,485,062 51,742,942Contract liabilities 22,071,432 24,851,903Sundry creditors including accrued expenses 35,377,748 38,604,954 191,019,997 157,523,932

The average credit period of the company is 60 days.

23.1 Other payable to related parties

As at 31 March Relationship 2019 2018 Rs. Rs.

Hemas Holdings PLC Ultimate Parent Company 1,385,332 284,919Serendib Hotels PLC Parent Company 168,208 706,102Hotel Sigiriya PLC Other Related Party - 62,936Serendib Leisure Management Ltd. Other Related Party 15,878,404 13,720,875Hemas Travels (Pvt) Ltd. Other Related Party 112,170 -N Able (Pvt) Ltd. Other Related Party 145,335 526,065Hemas Corporate Service (Pvt) Ltd. Other Related Party 23,276 -Vishwa BPO (Pvt) Ltd. Other Related Party 184,205 -PH Resorts (Pvt) Ltd. Other Related Party 65,714 328,572Jada Resort and Spa (Pvt) Ltd. Other Related Party - 38,427 17,962,645 15,667,896

24. DIVIDEND PAYABLE


Unclaimed dividend 3,755,846 3,190,439 3,755,846 3,190,439

25. OTHER FINANCIAL LIABILITIES


Derivative Financial Instruments - 4,384,101 - 4,384,101


26. COMMITMENTS AND CONTINGENCIES26.1 Wennappuwa Pradeshiya Sabha has filed a case against Club Hotel Dolphin at Magistrate Court- Marawila, charged for operating the Hotel without the required permit issued by the Pradeshiya Sabha in the years 2016 & 2017.

Except the above there are no other significant commitments and contingencies as at the reporting date.

27. ASSETS PLEDGEDThe following Assets have been Pledged As Security for Liabilities.

Nature of Assets Nature of Liability Carrying Amount of Pledged Included Under

2019 2018

Rs. Rs.

Freehold Land and Buildings at Waikkal (Extent 7A-3R-31P)

Primary Mortgage Bond No.427 dated 03/04/2019 for Rs.276,360,000 executed over Club Hotel Dolphin’s Hotel premises at Waikkala owned by the company to HSBC. (GBP Loan of Rs. 1.2 Mn)

1,830,001,805 - Property, Plant and Equipment

Concurrent Mortgage Bond No.429 dated 03/04/2019 for Rs.316,672,000 executed over Club Hotel Dolphin’s Hotel premises at Waikkala owned by the company to HSBC. (EURO Loan of Rs. 1.6 Mn)

28. EVENTS OCCURRING AFTER THE REPORTING PERIODThere have been no material events occurring after the reporting date that require adjustments to or disclosure in the Financial Statements.

29. RELATED PARTY DISCLOSURES29.1 Terms and conditions of transactions with related partiesTransactions with related parties are at arms length and are carried out in the ordinary course of the business. Outstanding current account balances at year end are unsecured, interest free and settlement occurs in cash. Interest bearing borrowings are at pre-determined interest rates and terms.

Terms and conditions on loans granted to related parties are disclosed in Note 15 to these financial statements.

29.2 Non-recurrent related party transactionsIn addition to the transactions disclosed in Annual Report of the Board of Directors in page number 32, there were no other non-recurrent Related Party Transactions which in aggregate value exceeds 10% of the equity or 5% of the total assets whichever is lower of the Company as of 31 March 2019 audited financial statements, which required additional disclosures in the 2018/19 Annual Report under Colombo Stock Exchange listing Rule 9.3.2 and Code of Best Practices on Related Party Transactions under the Security Exchange Commission Directive issued under Section 13(c) of the Security Exchange Commission Act.



29.3 Recurrent related party transactionsIn addition to the transactions disclosed in Annual Report of the Board of Directors in page number 32, there were no other recurrent related party transactions which in aggregate value exceeds 10% of the revenue of the Company as of 31 March 2019 audited financial Statements, which required additional disclosures in the 2018/19 Annual Report under Colombo Stock Exchange listing Rule 9.3.2 and Code of Best Practices on Related Party Transactions under the Security Exchange Commission Directive issued under Section 13(c) of the Security Exchange Commission Act.

Details of significant Related Party Disclosures are as follows:

29.4 Transactions with the Ultimate Parent, Parent and Related Entities

Nature of Transaction Ultimate Parent Parent *Other Related Party Total

Hemas Holdings PLC Serendib Hotels PLC

2019 2018 2019 2018 2019 2018 2019 2018

Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

Sale of Goods / Services 121,157 2,714,990 2,208,762 2,918,615 17,469,080 7,218,307 19,798,999 12,851,912Finance Income Receivable

- - 10,942,432 108,945 - - 10,942,432 108,945

Purchase of Goods / Services

(5,890,427) (6,390,144) (2,706,776) (3,084,670) (2,601,738) (34,779,068) (11,198,941) (44,253,882)

Management Fees & Accounting fees Payable

(63,212,965) (84,160,627) (63,212,965) (84,160,627)

Finance Charges - - - - - (284,692) - (284,692)Expenses Incurred on Behalf of the Company

- - - - (57,786,123) (54,157,122) (57,786,123) (54,157,122)

Settlement of Management Fees and Accounting fees

- - - - 69,223,335 89,931,650 69,223,335 89,931,650

Settlement of Dues from Related Parties

(105,604) (2,893,741) (11,525,850) (7,595,973) (17,737,273) (16,891,627) (29,368,728) (27,380,841)

Settlement of Dues to Related Parties

4,790,014 7,739,912 3,244,669 2,904,990 52,976,893 90,789,378 61,011,577 101,434,280

Loans Obtained - - - - - (15,000,000) - (15,000,000)Loans Repayments - - - - - 27,000,000 - 27,000,000Loan Granted 529,460,000 30,000,000 - 9,000,000 529,460,000 39,000,000Recovery of Treasury Loans Granted

- - (30,000,000) - - (9,000,000) (30,000,000) (9,000,000)

Other - - - - - (1,222,380) - (1,222,380)(1,084,860) 1,171,017 501,623,237 25,252,407 (1,668,791) 8,443,819 498,869,585 34,867,243

* Other Related Parties include Hotel Sigiriya PLC Kalutara Luxury Hotels & Resort (Pvt) Ltd. Serendib Leisure Mgt. Ltd. Kammala Hoteliers (Pvt) Ltd Diethelm Travels Lanka (Pvt) Ltd. N Able (Pvt) Ltd Hemas Corporate Services Ltd. Frontier Capital Lanka (Pvt) Ltd Jada Resorts & Spa (Pvt) Ltd. Hemas Travels (Pvt) Ltd. PH Resorts (Pvt) Ltd.


29.5 The details of the loans granted to related parties are set out in Note 15.

29.6 The Company wise breakdown of related party receivable and payable balances are given in Note 17 and 23 respectively.

29.7 Terms and Conditions:

Management Fees Management fees are paid based on the Hotel Management Agreement with Serendib Leisure Management Ltd.

Expenses Incurred Expenses Incurred on behalf of / by Related Parties are reimbursed on actual cost basis.

Loans Information relating to loans granted to related parties are disclosed in notes 15.

30. RECLASSIFICATION OF COMPARATIVE INFORMATIONThe Company has changed its presentation of Revenue, Cost of sale, Other Income, Administrative expenses and Finance income in the Statement of comprehensive income and Cash and Cash Equivalents, Trade and Other Payables, Other Financial Assets and Bank Overdraft in the Statement of financial position for better presentation of financial information. The management has reasonable evidence that such presentation would be more relevant for the understanding of the entity’s financial performance to the user.

The effect of the reclassification on financial statements is summarised below.

As previously Increase/ Reclassified reported decrease 31.03.2018 31.03.2018 Rs. Rs. Rs.

Revenue 900,821,294 (23,037,262) 877,784,032Cost of Sales (260,719,312) 17,836,425 (242,882,887) 640,101,982 (5,200,837) 634,901,145

Other Operating Income and Gains 30,857,255 8,372,269 39,229,524Sales and Marketing Expenses (20,872,364) - (20,872,364)Administrative Expenses (459,859,898) (4,399,859) (464,259,757)Operating profit 190,226,975 (1,228,427) 188,998,548

Finance Cost (5,910,631) - (5,910,631)Finance Income 5,364,494 1,228,427 6,592,921Profit Before tax 189,680,838 - 189,680,838Income Tax Expense (40,704,381) - (40,704,381)Profit for the Year 148,976,457 - 148,976,457



As previously Increase/ Reclassified reported decrease 31.03.2018 31.03.2018 Rs. Rs. Rs.

Current AssetsCash and Cash Equivalents 68,785,495 58,744,882 127,530,377

Current LiabilitiesTrade and Other Payables (161,908,033) 4,384,101 (157,523,932)Other Financial Assets - (4,384,101) (4,384,101)Bank Overdraft (29,109,327) (58,744,882) (87,854,209) (122,231,865) - (122,231,865)

31. TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL OF THE COMPANYThe Key Management Personnel of the Company are the Board of Directors of the Company.

a) Key Management Personnel Compensation

There were no Compensation to the Key Management Personnel during the year.

b) Other Transactions With Key Management Personnel

No other significant transactions had taken place involving key management personnel and their close family members during the year.

c) Directors’ Interest in Contracts

Directors do not have any other interest in contrasts other than ones mentioned on pages 34 to 35 of the Annual Report.

32. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIESThe fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

a) Cash and short-term deposits, trade receivables and trade payables approximate their carrying amounts largely due to the short-term maturities of these instruments.

b) Long-term floating-rate receivables/borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual creditworthiness of the customer and the risk characteristics of the financed project. Based on this evaluation, allowances are taken to account for the expected losses of these receivables. As at 31 March 2019, the carrying amounts of such receivables, net of allowances, are not materially different from their calculated fair values.

c) Investment in equity shares are carried at fair value Refer note 15 for their measurement basis/ assumptions.

d) The fair value of financial liabilities approximate their carrying values.


Set out below is a comparison by class of the carrying value of Company’s financial instruments that are carried in the Financial Statements.


Financial Assets:Trade and Other Receivables 186,039,740 170,864,568Other Financial Assets - Fair Value Through OCI Investments 2,730,538 4,000,000Cash and Short Term Deposits 281,531,652 127,530,377Total 470,301,930 302,394,945

Financial Liabilities:Interest Bearing Loans and Borrowings 593,032,000 52,287,349Trade and Other Payables 191,019,997 157,523,932Bank Overdraft 31,622,613 87,854,209Total 815,674,610 297,665,490

32.1 Fair value HierarchyCompany held the following financial instruments at fair value in the Statement of Financial Position as at the reporting dates:

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques.

• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 - Other techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

Financial Assets 31-Mar-2019 Level 1 Level 2 Level 3

Fair Value Through OCI Investments - Investment in Equity Shares 2,730,538 - - 2,730,538

Financial Assets 31-Mar-2018 Level 1 Level 2 Level 3

Available Sale Investments - Investment in Equity Shares 4,000,000 - - 4,000,000

Non-Financial Assets Measured at Fair Value 31-Mar-2019 Level 1 Level 2 Level 3

Land, Building and Swimming Pool 1,861,117,202 - - 1,830,001,805

Non-Financial Assets Measured at Fair Value 31-Mar-2018 Level 1 Level 2 Level 3

Land, Building and Swimming Pool 1,848,000,000 - - 1,848,000,000



33. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIESThe Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings and trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company has loan and other receivables, trade and other receivables, and cash and short-term deposits that arrive directly from its operations. The Company also holds available for sale investments.

The Company is exposed to market risk, credit risk and liquidity risk.

The Company’s senior management oversees the management of these risks. Senior management is supported by the Board of Directors (BOD) that advises on financial risks and the appropriate financial risk governance framework for the Company. BOD provides assurance to the Company’s senior management that the Company’s financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with Company policies and risk appetite. It is the Group’s policy that all derivative activities for risk management purposes are required to be approved by Board of Directors of Serendib Hotels PLC. (The Parent Company)

The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below.

Market RiskMarket risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise four types of risk: interest rate risk, currency risk, commodity price risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings and deposits.

Interest Rate RiskInterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The assumed spread of basis points for the interest rate sensitivity analysis is based on the currently observable market environment changes to base rates such as Euro LIBOR.

Increase/ Effect on (decrease) Profit in basis Before Tax points Rs.

2019 + 100 basis points (5,930,320) - 100 basis points 5,930,320

2018 + 100 basis points (522,873) - 100 basis points 522,873

Foreign Currency RiskForeign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a different currency from the Company’s functional currency).


Currency risk is managed by the Group’s treasury function that monitors foreign currency cash inflows and outflows and its closing position on a daily basis. The Group also monitors its exposure to movements in exchange rates on a net basis.

Foreign currency sensitivityA strengthening/weakening of the Rupees as indicated below, against the foreign currencies as at 31 March would have increased/(decreased) Profit or Loss by the amounts shown below.

Foreign Change in Effect on Currency exchange Profit rate Before Tax Rs.

2019 GBP 1% 3,128,679 EURO 1% 2,729,244 USD 1% 1,847,588

2018 GBP 1% 2,773,282 EURO 1% 2,883,398 USD 1% 1,466,748

Equity Price RiskThe Company’s listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company’s Board of Directors reviews and approves all equity investment decisions.

Credit RiskCredit risk is the risk that counter-party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities (primarily for trade receivables) and from its financing activities which includes deposits with banks.

Trade ReceivablesCustomer credit risk is managed by the company subject to the Serendib Group’s established policy, procedures and control relating to customer credit risk management. Credit quality of the customer is assessed based on the credit risk evaluation model and individual credit limits are defined in accordance with this assessment.

Outstanding customer receivables are regularly monitored and contracts are signed and agreed with all credit customers.

Additionally, a large number of minor receivables are grouped into homogeneous groups and assessed for Impairment collectively. The calculation is based on expected loss. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security.

Financial Instruments and Cash DepositsCredit risk from balances with banks is managed by the Managing Agent’s treasury department in accordance with the Serendib Group’s policy. Investments of surplus funds are made only with approved counter-parties as per the Treasury Policy and within credit limits assigned to each counter-party. Counter-party credit limits are reviewed by the Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Board. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through potential counter-party’s failure. The Company’s maximum exposure to credit



risk for the components of the statement of financial position is the carrying amounts as illustrated in Note 13 and 15 except for financial guarantees and derivative financial instruments.

Liquidity RiskThe Company monitors its risk to a shortage of funds by setting up a minimum liquidity level. The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans and inter-company borrowings. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to below. Access to sources of funding is sufficiently available and debt maturing within 12 months can be rolled over with existing lenders.

The table below summarises the maturity profile of the Company’s financial liabilities based on contractual payments. As at 31 March 2019 On Less than 3 to 12 1 to 5 Demand 3 Months Months Years > 5 Years Total Rs. Rs. Rs. Rs. Rs. Rs.

Interest - Bearing Loans and Borrowings - 16,193,040 48,579,120 401,591,040 126,668,800 593,032,000Trade and Other Payable - 191,019,997 - - - 191,019,997Bank Overdraft 31,622,613 - - - - 31,622,613 31,622,613 207,213,037 48,579,120 401,591,040 126,668,800 815,674,610

As at 31 March 2018 On Less than 3 to 12 1 to 5 Demand 3 Months Months Years > 5 Years Total Rs. Rs. Rs. Rs. Rs. Rs.

Interest-Bearing Loans and Borrowings - 12,334,049 37,947,722 4,242,495 - 54,524,266Trade and Other Payable - 157,523,932 - - - 157,523,932Bank Overdraft 87,854,209 - - - - 87,854,209 87,854,209 169,857,982 37,947,722 4,242,495 - 299,902,407

Capital ManagementCapital includes ordinary shares. The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes managing capital during the years ended 31 March 2019 and 31 March 2018. The Company monitors capital using a gearing ratio, which is debt divided by total capital plus debt. The Company’s policy is to keep the gearing ratio below 40%.


Investor Information

Share Distribution

2019 2018

No. of Shareholders

Tota Holding % No. of Shareholders

Tota Holding %

1 - 1000 1,167 313,947 1.00 1,170 319,034 1.01

1,001 - 10,000 334 1,108,982 3.50 366 1,234,958 3.90

10,001 - 100,000 94 2,709,906 8.57 108 3,032,883 9.59

100,001 - 1,000,000 15 3,166,360 10.01 15 3,723,154 11.77

Over 1,000,000 4 24,322,282 76.92 3 23,311,448 73.73

1,614 31,621,477 100.00 1,662 31,621,477 100.00

Categories of Shareholders

Institutions 101 26,046,670 82.37 111 26,334,680 83.28

Individuals 1,513 5,574,807 17.63 1,551 5,286,797 16.72

1,614 31,621,477 100.00 1,662 31,621,477 100.00

Public Holding

2019 2018

Public holding as a percentage of the Issued share capital 26.13% 26.14%

Number of shareholders representing the public holding 1,606 1,655

Share Trading

2019 2018

Highest Market Price (Rs.) 29.90 (03/04/2018) 40.40 (22.05.2017)

Lowest Market Price (Rs.) 23.00 (19/11/2018) 25.20 (16.03.2018)

Last Traded Price (Rs.) 26.50 (29/03/2019) 26.00 (29.03.2018)

No. of Shares Traded 1,356,479 1,945,052

No. of Trades 828 2,016

Turnover (Rs.) 36,032,399.40 64,860,883.50


Twenty Major Shareholders

As at 31 March 2019 2018

No of Shares % No of Shares %

Serendib Hotels PLC 20,609,378 65.18 20,609,378 65.18

Hemtours (Pvt) Ltd. 1,691,747 5.35 1,691,747 5.35

Mr. R C J Goonewardene 1,010,834 3.20 600,100 1.90

Freudenberg Shipping Agencies Ltd. 1,010,323 3.20 1,010,323 3.20

Bansei Securities Capital (Pvt) Ltd/Dawi Investment Trust (Pvt) Ltd

512,217 1.62 285,527 0.90

Mr. A N Esufally 450,007 1.42 450,007 1.42

Hemas Holdings PLC 376,808 1.19 376,808 1.19

Mrs. K S Yapa 210,000 0.66 - -

Seylan Bank Ltd./ B S M De Silva 204,700 0.65 204,700 0.65

People’s Leasing & Finance PLC/ L P Hapangama 196,540 0.62 196,540 0.62

Mr. A Sithampalam 179,300 0.57 179,300 0.57

Mr. J R De Silva 178,142 0.56 300,000 0.95

Amina Investments Ltd 150,000 0.47 150,000 0.47

Alliance Finance Company PLC 135,000 0.43 135,000 0.43

Miss. L M Goonewardene 125,000 0.40 - -

Rosewood (Pvt) Ltd – Account No 1 119,302 0.38 119,302 0.38

People’s Leasing & Finance PLC/Dr. H S D Soysa & Mrs. G Soysa

118,100 0.37 118,100 0.37

Mr. C Chanmugam 106,244 0.34 104,770 0.33

Dr. D L N Wickramaratne 105,000 0.33 - -

Mr. A P Somasiri 100,000 0.32 100,000 0.32

Total held by the above shareholders 27,588,642 87.25

Shares held by the balance shareholders 4,032,835 12.75

Total Issued capital 31,621,477 100.00


Year ended 31 March 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010(Figures in Rs.’000 unless otherwise stated) Restated

Trading ResultsRevenue 952,910 877,784 878,311 880,508 870,774 606,768 765,341 643,862 426,359 380,265Profit /(Loss) Before Tax 176,816 189,681 129,566 219,818 186,766 121,161 231,957 100,474 30,545 70,684Profit /(Loss) for the year 147,178 148,976 100,337 208,172 155,855 108,824 199,976 92,925 20,670 57,168

Hotel OperationsAnnual sales growth (%) 8.6 (0.1) (0.2) 1.1 43.5 (20.7) 18.9 51.0 12.1 8.6Room occupancy (%) 82 78 79 83 84 84 86 87 84 87

Current ratio (Times) 3.4 1.2 0.9 1.0 0.7 1.4 1.6 1.1 0.6 1.6Interest cover (Times) 11.8 33.1 16.9 17.1 9.2 7.8 14.5 4.1 2.4 11.9Debt equity ratio (%) 30.4 7.3 10.6 12.8 23.6 68.7 37.1 48.1 69.8 4.9

Market/ Shareholder InformationReturn on equity (%) 7.2 7.8 5.4 11.5 11.5 9.8 19.5 10.6 3.0 8.6Net assets per share (Rs.) 64.94 60.31 59.17 57.17 42.76 35.70 32.47 27.69 21.62 20.94Earnings / (loss) per share (Rs.) 4.65 4.71 3.17 6.58 4.93 3.50 6.32 2.94 0.65 1.81Market price per share (Rs.) 26.50 26.00 31.50 42.00 56.90 42.20 33.00 30.00 51.60 35.00Price earning ratio (Times) 5.7 5.5 9.9 6.4 11.5 12.1 5.3 10.4 78.9 19.3Dividend per share (Rs.) Nil 1.00 1.00 1.50 1.00 Nil 1.5 1.5 Nil 0.5

Club Hotel Dolphin was partially closed for refurbishment from May to Sep’ 2010 and May to Oct’ 2013.

Ten Year Financial Review


NOTICE IS HEREBY GIVEN that the THIRTY EIGHTH (38TH) ANNUAL GENERAL MEETING of DOLPHIN HOTELS PLC will be held at the Auditorium of The Institute of Chartered Accountants of Sri Lanka, No. 30A, Malalasekara Mawatha, Colombo 7 on Thursday, 25th July 2019 at 9.15 a.m. (immediately after the AGM of Serendib Hotels PLC) for the following purposes:

AGENDA1. To receive and consider the Statement of Accounts for the year ended 31st March 2019 together with the Report of the

Directors and Auditors thereon.

2. To re-elect Mrs. A R Gamage, who retires by rotation in terms of Article 86 of the Articles of Association of the Company.

3. To re-appoint Messrs. Ernst & Young, Chartered Accountants, as the Auditors of the Company for the ensuing year and authorise the Directors to determine their remuneration.

4. To authorise Directors to determine and make contributions to charity.

5. To consider any other business of which due notice has been given.

By Order of the Board ofDOLPHIN HOTELS PLC

HEMAS CORPORATE SERVICES (PVT) LTDSecretaries

Colombo22 May 2019

Notes:(i) A member entitled to attend and vote is entitled to appoint a Proxy to attend and vote on his/her behalf.

(ii) A proxy need not be a member of the Company.

(iii) A Form of Proxy is enclosed for this purpose.

(iv) The instrument appointing a proxy should be deposited at the Registered Office at Hemas House No 75, Braybrooke Place, Colombo 02 not less than 48 hours before holding of the meeting.

(v) Shareholders/ Proxy holders attending the Annual General Meeting are kindly requested to bring with them their National Identity Card or any other valid form of identification.

Notice of Meeting


Notes


I/We ...............................................................................................................................................................................................

NIC No. ..............................................................) of ………..........................................................................................................

being a Member/s of DOLPHIN HOTELS PLC do hereby appoint ……...........................................................................................

.................................................................................................................. (NIC No. .....................................................................)

of ...................................................................................................................................................................................................

or failing him/her

Mr. Abbasally Nuruddin Esufally of Colombo 03 or failing himMr. Bodahandi Sarada Mohanjith De Silva of Ambalangoda or failing himMrs. Arlene Ramani Gamage of Rajagiriya or failing herMr. Wattage Darshana Udayanga Perera of Battaramulla or failing himMr. Warnage Malinga De Fonseka Arsakularatne of Colombo 08

as*my/our proxyholder to represent *me/us and to vote on *my/our behalf at the Thirty Eighth (38th) Annual General Meeting of the Company to be held on Thursday, 25th July 2019 at 9.15 a.m. (immediately after the AGM of Serendib Hotels PLC) at the Auditorium of The Institute of Chartered Accountants of Sri Lanka, No.30A, Malalasekara Mawatha, Colombo 7 and any adjournment thereof and at every poll which may be taken in consequence thereof.

For Against

1. To receive and consider the Statement of Accounts for the year ended 31st March 2019 together with the Report of the Directors and Auditors thereon.

2. To re-elect Mrs. A R Gamage, who retires by rotation in terms of the Articles of Association of the Company.

3. To re-appoint Messrs. Ernst & Young as Auditors and authorise the Directors to determine their remuneration.

3. To authorise Directors to determine and make contributions to charity.

Signature of Shareholder/s ............................................................ NIC/Passport No ............................................

Dated this ................................................................................................. day of ............................................................. 2019.

(i) *Please delete the inappropriate words.

(ii) Instructions regarding completion appear on the reverse hereof.

Form of Proxy


Instructions for Completion

1. Kindly perfect the Form of Proxy by filling in legibly your name in full, NIC No. and address and by signing in the space provided. Please fill in the date of signature.

2. Please indicate with an “X” in the space provided how your Proxy is to vote on each resolution. If no indication is given, the Proxy in his/her discretion will vote as he/she thinks fit.

3. In the case of Corporate Members, the Form of Proxy must be completed under the Common Seal, which should be affixed and attested in the manner prescribed by the Articles of Association.

4 If the Form of Proxy is signed by an Attorney, the relevant Power of Attorney should also accompany the completed Form of Proxy.

5. In case of joint holders the Form of Proxy must be signed by the first holder.

6. The completed Form of Proxy should be addressed to the Secretaries and deposited at the Registered Office of the Company, at “Hemas House”, No. 75, Braybrooke Place, Colombo 02 not less than forty eight (48) hours before the time appointed for the meeting.

Name of the CompanyDolphin Hotels PLC(Formerly Stafford Hotels PLC)

Legal FormA Public Quoted Company with Limited Liability, incorporated on 20th January 1981 under the Companies Ordinance (Cap 145) and re-registered under the Companies Act No. 7 of 2007

Company RegistrationPQ 224

Board of DirectorsA N Esufally – Chairman (Alt. V H A Perera)B S M De SilvaA R Gamage (Mrs) (Alt. Prof. L D K B Gamage)W D U PereraW M De F Arsakularatne

Registered Office“Hemas House”, No. 75, Braybrooke Place, Colombo 02Tel: +94 (11) 4790500-6Fax: +94 (11) 2438933E-mail: [email protected]: www.serendibleisure.com

SecretariesHemas Corporate Services (Pvt) Ltd.Level 9, “Hemas House”, No. 75, Braybrooke Place, Colombo 02Tel : + 94 (11) 4731731Fax : +94 (11) 4731777

Corporate Information

RegistrarsSSP Corporate Services (Pvt) Ltd.No. 101, Inner Flower Road, Colombo 03Tel : + 94 (11) 2573894Fax : +94 (11) 2573609

Managing AgentSerendib Leisure Management Limited (SLML)

AuditorsErnst & YoungChartered Accountants201, De Saram Place, Colombo 10

BankersCommercial Bank of Ceylon PLCHatton National Bank PLCNations Trust Bank PLCSampath Bank PLCHongkong and Shanghai Banking Corporation LtdDeutsche Bank AGDFCC Bank PLC

HotelClub Hotel Dolphin WaikkalTel: + 94 (31) 4877111+ 94 (31) 2277788Fax: + 94 (31) 2279437

www.serendibleisure.com

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