Standard Capital : Annual Report 2020/21

Standard Capital PLC - Annual Report 2020/2021

1

Contents

Corporate Information		2
Chairman's Review		3
Board of Directors		4
Risk Management		5
Report of the Directors		6 - 7
Statement of Directors' Responsibilities		8
Corporate Governance	9	- 10
Audit Committee Report		11
Remuneration Committee Report		12
Related Party Transactions Review Committee Report		13
Independent Auditor's Report	14	- 16
Statement of Comprehensive Income		17
Statement of Financial Position		18
Statement of Changes in Equity		19
Statement of Cash Flows		20
Notes to the Accounts	21	- 47
Ten Year Summary		48
Investor Information	49	- 51
Election of Independent Directors		52

2 Standard Capital PLC - Annual Report 2020/2021

Corporate Information

NAME OF THE COMPANY

Standard Capital PLC

COMPANY REGISTRATION NO.

PQ 206

LEGAL FORM

A Public Limited Liability Company initially incorporated under Companies Act No. 17 of 1982 and re-registered under Companies Act No. 7 of 2007.

DIRECTORS
Mr W. I. Arambage	- Chairman, Non Independent / Non-Executive Director
Mr S. Gamage	- Independent/ Non-Executive Director
Mr A. l. Neama	- Non Independent / Non Executive Director
Mr S. Kader	- Non Independent / Non-Executive Director
Mr A. M. A. Cader	- Independent / Non-Executive Director
AUDIT COMMITTEE
Mr A. M. A. Cader	- Chairman (Independent / Non Executive)
Mr S. Gamage	- (Independent / Non Executive)
Mr W. I. Arambage	- (Non Independent / Non Executive)
REMUNERATION COMMITTEE
Mr S. Gamage	- Chairman (Independent / Non Executive)
Mr A. M. A. Cader	- (Independent / Non Executive)
Mr W. I. Arambage	- (Non Independent / Non Executive)
RELATED PARTY TRANSACTIONS COMMITTEE
Mr A. M. A. Cader	- Chairman (Independent / Non Executive)
Mr S. Gamage	- (Independent / Non Executive)
Mr W. I. Arambage	- (Non Independent / Non Executive)

COMPANY SECRETARY

Messrs. Corporate Advisory Services (Pvt) Ltd

No.47, Alexandra Place,

Colombo 07

REGISTRARS

S S P Corporate Services (Pvt) Ltd

101, Inner Flower Road,

Colombo 3

AUDITORS

Sarma & Co.

Chartered Accountants

365/2, George R De Silva Mawatha,

Colombo 13

BANKERS

Commercial Bank of Ceylon PLC

Seylan Bank PLC

REGISTERED OFFICE

No.187,

Ward Place,

Colombo 07.

Standard Capital PLC - Annual Report 2020/2021

3

Chairman's Review

On behalf of the Board of Directors, I have the pleasure of welcoming you to the 32nd Annual General Meeting of Standard Capital PLC, and to present you the Annual Report and Financial Statements for the Financial Year ended 31st March 2021.

The Company has a 65% stake of Standard Paints Ltd (SPL), which manufactured paints and wood care products. Due to adverse market conditions, The Board of Directors have proposed closing down of the paints manufacturing business of Standard Paints Ltd and sale of assets utilized for paints manufacturing at the shareholder approved valuations which has been approved by the shareholders of Standard Paints Ltd. The asset parcel consisting of machinery, vehicles, stocks and other movable items were sold at shareholder approved valuations. Standard Paints Ltd intends to sell factories that were used for paints production in the near future.

The Board of Directors of the company intend to concentrate on making selective investments in listed equities after sale of the remaining assets of the subsidiary is finalized.

I take this opportunity to extend the appreciation of the Board of Directors of the Company to the shareholders for their continued support and confidence in the Company.

Waruna Arambage

Chairman

08th December 2022

4 Standard Capital PLC - Annual Report 2020/2021

Board of Directors

Mr. Waruna Indika Arambage

Chairman/Non Independent/Non Executive Director

Mr. Waruna Indika Arambage was appointed to the Board of Standard Capital PLC on 3rd August 2009 as a non-executive Nominee Director of Gulf East Finance Limited, the Major Shareholder of the Company, and appointed as the Chairman on 6th October 2009.

Mr. Arambage is a Member of Chartered Institute of Management Accountants - UK (FCMA, CGMA), Association of Chartered Certified Accountants - UK and Institute of Engineers- Sri Lanka (AMIESL). He holds a BSc (Hons) in Electrical Engineering from the University of Moratuwa and a Masters in Business Administration from the University of Surrey (UK).

He is a Director on the Boards of Equity Investments Lanka Ltd, Standard Paints Ltd, Standard Constructions (Pvt.) Ltd, Standard Logistics (Pvt.) Ltd, Standard Trading Ltd & Sinali Capital (Pvt.) Ltd. He also acts as the financial consultant for several overseas companies with operations in UK, Middle East and Africa.

Mr. Sarhank Kader

Non Independent/Non Executive Director

Mr. Sarhank Kader was appointed to the Board of Directors of the Company on 04th November, 2011. He is the Current Chairman of Delta Communication Group of Companies of Middle East and holds a proven track record for creating new businesses and forming profitable partnerships. As a Business Consultant, he advises and assists numerous territories on new media mobile marketing for variety of clients, focusing primarily, although not exclusively, on the strategic use of operations and technology. The services offered by him include, Turnaround Strategy, Business Process Improvements and Advisory Services, Technology Assessments and Systems Selections. As a pioneer in the field, Mr. Kader has over twenty years of experience in business administration, including Property Management, Marketing and Project Financing.

Mr. Kader has a good academic background and he has followed various courses in Economics, Politics and Business Administration at North Trafford College, Woolwich Polytechnics & Manchester Polytechnics in England.

Mr. Ahmed Al Naema

Non Independent/Non Executive Director

Mr. Ahmed was appointed to the Board of Directors on 04th November, 2011. He holds a BA (Hons) in Accounting & Finance from London South Bank University and he is partly qualified in ACCA, UK.

Mr. Ahmed has a proven track record with excellent experience in Project Management and Sales and Finance. His success in the profession is ensured by the clear logical mind with a practical approach to problem solving and a drive to see things through completion. Mr. Ahmed has a strong sense of confidence, competitiveness and persuasive ability proven by previous sales experience mainly in the London Property Market.

Mr. Sudarshan Gamage Independent/Non Executive Director

Mr. Gamage was appointed to the Board of Directors of the Company, as an Independent, Non executive Director on 02.09.2009. He is an Electrical Engineer by profession and holds a BSc (Hons.) degree in Engineering. He also holds an MBA in Management of Technology (MOT) from the University of Moratuwa, Sri Lanka. Mr. Gamage is a member of The Institute of Engineering and Technology (MIET), UK and an Associate Member of the Institution of Engineers (AMIESL), Sri Lanka."

Mr. A.M.A. Cader

Independent/Non Executive Director

Mr. A M A Cader was appointed to the Board of Directors of the company as an Independent, Non-executive Director on 05th February 2016.

He is specialized by 35 years of industry proficiency, Mr. Cader was the Deputy General Manager (Corporate Advisory & Capital Markets division) of Merchant Bank of Sri Lanka and Finance PLC for 25years (1990 to 2015). During his professional career, Mr Cader has gained experience as a competent investment banker with specialization in services such as IPO's Pre-IPO Restructuring & Advisory, Strategic Business Plans, Corporate Valuations, Portfolio Management, Employee Share Option Plans, Debt Syndications, Securitizations and delivering training Programs.

He is Fellow Member of the Chartered Institute of Management Accountants, UK, a fellow Member Society of Certified management Accountants of Sri Lanka, an Associate Member of the Institute Financial Accountants, London and a Member of Association of Accounting Technicians, Sri Lanka.

Also, he holds a Master of Business Studies from University of Colombo, a M.Sc. in Information Technology from Sri Lanka Institute of Information Technology (SLIIT), a Post Graduate Diploma in Economic Development from University of Colombo, a Post Graduate Diploma in Business Administration from University of Colombo and a Post Graduate Diploma in Information Technology from University of Colombo.

He was trained overseas in Advance Corporate Finance by Citicorp Investment in Singapore and Advanced Capital Markets by Westpac in Australia. SEC-Sri Lanka and SEC- Australia in 1990/91.