senkadagala - introductory listing final senkadagala finance company limited introductory document 7

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  • SSEENNKKAADDAAGGAALLAA FFIINNAANNCCEE CCOOMMPPAANNYY LLIIMMIITTEEDD

    Incorporated under the Companies Ordinance No.51 of 1938 and registered under the Finance Companies

    Act No. 78 of 1988. The Company is re-registered under the Companies Act No.07 of 2007

    IINNTTRROODDUUCCTTOORRYY DDOOCCUUMMEENNTT

    For obtaining the listing of

    53,368,000 Ordinary Voting Shares

    on the Diri Savi Board of the Colombo Stock Exchange.

    For further inquiries, please contact the Managers to the Introduction

    If you are in any doubt regarding the contents of this document you should consult your stockbroker, bank

    manager, lawyer or any other professional advisor.

    The delivery of this Introductory Document shall not under any circumstance constitute a representation or

    create any implication or suggestion, that there has been no material change in the affairs of the Company since

    the date of this document.

    MANAGERS TO THE INTRODUCTION Capital Alliance Limited, Level 05, “Millennium House”, 46/58, Navam Mawatha, Colombo 02.

    Tel: 2317777 Fax: 2317788

    ������������ �� ������ ��� � � ��� �����

  • SENKADAGALA FINANCE COMPANY LIMITED INTRODUCTORY DOCUMENT

    3

    DECLARATION

    This Introductory Document has been prepared by Capital Alliance Limited from Information

    supplied by Senkadagala Finance Company Limited (The Company) or which is publicly available.

    The Directors of the Company, collectively and individually, having made all reasonable inquiries,

    confirm that to the best of their knowledge and belief, the information contained herein is true and

    correct in all material respects and that there are no other material facts, the omission of which, would

    make any statement herein misleading. While Capital Alliance Limited has taken reasonable care to

    ensure full and fair disclosure it does not assume any responsibility for any investment decision made

    by investors based on information contained herein. In making an investment decision, prospective

    investors must rely on their own examination and assessments of the Company including the risks

    involved.

    No person is authorized to give any information or to make any representations not contained in this

    Introductory Document and if given or made, any such information or representation must not be

    relied upon as having been authorized by the Company.

    The Colombo Stock Exchange (CSE) has taken reasonable care to ensure full and fair

    disclosure of information in this Introductory Document. However, the CSE assumes

    no responsibility for the accuracy of the statements made, opinions expressed or reports

    included in this Introductory Document.

  • SENKADAGALA FINANCE COMPANY LIMITED INTRODUCTORY DOCUMENT

    4

    ABBREVIATIONS USED IN THIS INTRODUCTORY DOCUMENT

    CDS - Central Depository Systems (Pvt.) Limited

    CSE - Colombo Stock Exchange

    SFCL or the “Company” - Senkadagala Finance Company Limited

    SEC - Securities & Exchange Commission of Sri Lanka

    CBSL - Central Bank of Sri Lanka

    Ordinary Share(s) - Ordinary Voting Share(s) of the Company

    EGM - Extraordinary General Meeting

  • SENKADAGALA FINANCE COMPANY LIMITED INTRODUCTORY DOCUMENT

    5

    TABLE OF CONTENTS � 1 CORPORATE INFORMATION 6� � 2 INFORMATION RELEVANT TO THE INTRODUCTION 7�

    2.1 Introduction of Ordinary Voting Shares for Listing 7� 2.2 Collection Points 7�

    � 3 FINANCIAL SECTOR 11�

    Registered Finance Companies 11� � 4 PROFILE OF THE ENTITY 13�

    4.1 Overview of the Company and Nature of the Business 13� 4.2 Degree of Dependence 15� 4.3 Corporate Structure 15� 4.4 Human Resources 17� 4.5 Future Plans & Prospects 17� 4.6 Assumptions on which future plans are based 18� 4.7 Associated risks to future plans 19�

    � 5 DETAILS OF THE BOARD OF DIRECTORS 21�

    5.1 Directors’ Profiles 22� 5.2 Directors’ interest in assets 24� 5.3 Founder/ Management/ Deferred Shares of the Company 24� 5.4 Articles pertaining to the Directors 24� 5.5 Statement – Board of Directors 24�

    � 6 SENIOR MANAGEMENT TEAM 25� � 7 CAPITAL STRUCTURE 27�

    7.1 Stated Capital 27� 7.2 Details of the Ten Largest Ordinary Shareholders as at 28th January 2011 27� 7.3 Capitalization of Reserves 28�

    � 8 STATUTORY AND OTHER GENERAL INFORMATION 31�

    8.1 Litigation, Disputes And Contingent Liabilities 31� 8.2 Material Contracts 31� 8.3 Details of Commissions Paid and Benefits Paid to Promoters 31� 8.4 Management Agreements 31� 8.5 Inspection of Documents 32�

    � 9 FINANCIAL INFORMATION 33�

    9.1 Auditor Report on the Five Year Financial Performance of Senkadagala Finance Company Limited 33� 9.2 Ratios and Share Information 36� 9.3 Receivables 37� 9.3.1 Policy for classification of non-performing receivables 37� 9.3.2 Composition of Receivables: 37� 9.4 Maturity Analysis of Deposits & Borrowings 38�

    � 10 CORPORATE GOVERNANCE PRACTICES 39�

    10.1 Directors 39� 10.2 Remuneration Committee 39� 10.3 Audit Committee 40�

    � 11 DECLARATION BY THE DIRECTORS 41� FINANCIAL STATEMENTS 42� AUDITED FINANCIAL STATEMENTS AS AT 31ST MARCH 2008 43� AUDITED FINANCIAL STATEMENTS AS AT 31ST MARCH 2009 71� AUDITED FINANCIAL STATEMENTS AS AT 31ST MARCH 2010 99� UN-AUDITED INTERIM FINANCIAL STATEMENTS AS AT 31ST DECEMBER 2010 131�

  • SENKADAGALA FINANCE COMPANY LIMITED INTRODUCTORY DOCUMENT

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    1

    CORPORATE INFORMATION

    Name of the Company Senkadagala Finance Company Limited

    Incorporation & Legal Form A Public Limited Liability Company domiciled in Sri Lanka, incorporated under the

    Companies Ordinance No.51 of 1938 on 29th December 1968. The Company is re-

    registered under the Companies Act No. 7 of 2007.

    Registered as a Finance Company by the Monetary Board of Sri Lanka under the

    Finance Companies Act No.78 of 1988. Registered under the Finance Leasing Act

    No.56 of 2000. It is also an approved Credit Agency under the Mortgage Act No.06 of

    1949 and the Trust Receipt Ordinance No.12 of 1947.

    Company Registration No. PB 238

    Registered Office 2nd Floor, No. 267, Galle Road, Colombo 3.

    Telephone 011-2301301

    Fax 011-2301937

    Company Secretary Managers & Secretaries (Pvt) Limited

    No.08, Tickell Road,

    Colombo 08.

    Company Auditors KPMG Ford Rhodes Thornton & Co.,

    Chartered Accountants,

    Sir Mohamed Macan Makar Mawatha,

    Colombo 03.

    Internal Auditors Ernst & Young Advisory Services (Pvt) Ltd.

    No.839/2, Peradeniya Road,

    Kandy.

    Bankers Commercial Bank of Ceylon PLC

    Hatton National Bank PLC

    Sampath Bank PLC

    Honkong & Shanghai Banking Corporation Limited

  • SENKADAGALA FINANCE COMPANY LIMITED INTRODUCTORY DOCUMENT

    7

    2

    INFORMATION RELEVANT TO THE INTRODUCTION

    2.1 INTRODUCTION OF ORDINARY VOTING SHARES FOR LISTING

    This Introductory Document dated 03rd March 2011 is published for the purpose of obtaining

    a listing on the Colombo Stock Exchange for the Ordinary Voting Shares of Senkadagala

    Finance Company Limited.

    The shares are to be listed on the Diri Savi Board of the Colombo Stock Exchange.

    2.2 COLLECTION POINTS

    Copies of the Introductory Document may be obtained from the Manager or any member firm

    and trading member firm of the Colombo Stock Exchange

    2.2.1 MANAGERS TO THE INTRODUCTION

    Capital Alliance Limited Level 5, ‘Millennium House’ 46/58, Navam Mawatha, Colombo 02.

    Telephone : 011-2317777 Fax : 011-2317788

  • SENKADAGALA FINANCE COMPANY LIMITED INTRODUCTORY DOCUMENT

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    2.2.2 MEMBERS AND TRADING MEMBERS OF THE CSE

    Members of the CSE

    Acuity Stockbrokers (Pvt) Limited Level 6, Acuity House, 53, Dharmapala Mawatha, Colombo 03. Telephone: 2206206 Fax: 2206298/9 E-mail: sales@acuitystockbrokers.com

    Asha Phillip Securities Limited Level 4, "Millennium House" 46/58, Navam Mawatha, Colombo 02 Telephone: 2429100 Fax: 2429199 E-mail: apsl@ashaphillip.net

    Asia Securities (Pvt) Limited Level 21, West Tower, World Trade Center, Echelon Square, Colombo 1. Telephone: 2423905,5320000 Fax: 2336018 E-mail: enquiry@asiacapital.lk

    Assetline Securities (Pvt) Limited 282, Kaduwela Road, Battaramulla. Telephone: 4700111, 2307366 Fax: 4700112 E-mail: dpgsl@sltnet.lk

    Bartleet Mallory Stockbrokers (Pvt) Ltd. Level "G", Bartleet House, 65, Braybrooke Place, Colombo 2. Telephone: 5220200 Fax: 2434985 E-mail: info@bartleetstock.com

    Capital TRUST Securities (Pvt) Limited 42, Sir Mohamed Macan Marker Mawatha, Colombo 3. Telephone: 5335225 Fax: 5365725 E-mail: inquiries@capitaltrust.lk

    Ceylinco Stockbrokers (Pvt) Limited Ceylinco House, Level 9, 69, Janadhipathi Mawatha, Colombo 1. Telephone: 4714300, 4714388, 4714389 Fax: 2387228 E-mail: info@ecsbl.com

    CT Smith Stockbrokers (Pvt) Limited 4-14, Majestic City, 10, Station Road, Colombo 4. Telephone: 2552290-4 Fax: 2552289 E-mail: ctssales@sltne

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