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Muller & Phipps (Ceylon) PLC

Annual Report 2011/12

Contents

Chairman’s Review 1Board of Directors 2Annual Report of the Board of Directors 3-6Audit Committee Report 7-8Independent Auditors’ Report 9Income Statement 10Balance Sheet 11Statement of Changes in Equity 12Cash Flow Statement 13Notes to the Financial Statements 14-30Share Information 31-32Ten Year Summary - Group 33Notice of Meeting 34Form of Proxy Enclosed

Muller & Phipps (Ceylon) PLC | Annual Report 2011/12 1

Chairman’s Review

It gives me much pleasure to welcome you to the Forty Seventh Annual General Meeting of the Company and to present the Annual Report and Accounts for the year ended 31st March, 2012.

The accelerated growth of the Sri Lankan economy witnessed during 2010 continued to a second year during 2011, recording a GDP expansion of over 8%. Inflation continued to be contained to a single digit. However, the depreciation of the Rupee, instability in the exchange rate, compounded with the rise in interest rates during the last quarter of the financial year dampened the business confidence.

The Group turnover increased by 11% to Rs. 427.2 million and profits after tax improved by 77% to Rs. 43.5 million. The sale of investments by the Group contributed to a significant increase in the after tax profits. The higher finance charges incurred for the year was as a result of the escalation of interest rates during the second half of the year and also partly due to the foreign currency exchange losses.

During the year we undertook a critical review of our marketing and distribution systems and made strategic changes with substantial investments in manpower and other needed resources to enhance distribution and the associated infrastructure of our subsidiary, Pettah Pharmacy (Pvt) Ltd. We are confident that these strategic investments will have a positive effect on the market penetration we will achieve resulting from the greatly improved operation.

The Group’s finances continue to be in a strong position enabling our subsidiary to carry out its trading and distribution activities unhindered by any lack of financial resources. The funds realized on the sale of investments have been reinvested in the leisure sector for gainful employment of these funds. Your Directors continue to pursue all possible business opportunities available in the pharmaceuticals trade and in other related fields with the intention of expanding our business for continued commercial sustainability and further improvement in the profitability of the Company.

I wish to welcome Mr. S.N.P. Palihena and Mr. A.R. Rasiah who joined the Board of the Company as Independent Directors during the year and thank all our Group employees at every level who have worked with enthusiasm and dedication to achieve this year’s commendable results. I wish to convey my sincere gratitude to them, thank my colleagues on the Board for their valued counsel and all stakeholders for their continued support over the years.

Mr. S.D.R. ArudpragasamChairman

Colombo17th May, 2012


Board of Directors

Mr. S.D.R. Arudpragasam - Chairman FCMA (UK)

Mr. S.D.R. Arudpragasam was appointed to the Board and as the Chairman in the year 2000. He holds the position of Deputy Chairman on the Boards of The Colombo Fort Land & Building Co. PLC (CFLB) and Lankem Ceylon PLC and also functions as Managing Director of E.B. Creasy & Company PLC. He serves as Chairman of B.O.T. Hotel Services (Pvt) Ltd. Mr. Arudpragasam holds several other Directorships within the CFLB Group.

Mr. P. Pathmarajah - Director

Mr. P. Pathmarajah was appointed to the Board in 1995. He has extensive experience in promoting/marketing pharmaceutical products. Since 1993 he has been responsible for the operation of the subsidiary Pettah Pharmacy (Private) Ltd.

Mr. R.C.A. Welikala - Director

Mr. R.C.A. Welikala was appointed to the Board in 2006. He has extensive experience in marketing of fast-moving consumer goods and has successfully developed key brands in the E.B. Creasy Group to market leadership positions. He also serves on several Boards of The Colombo Fort Land & Building Group.

Mr. R.N. Bopearatchy - DirectorB.Sc. (Cey), Dip. BM, MBA (Univ. of Col.)

Mr. R.N. Bopearatchy was appointed to the Board in 2006. He has considerable expertise in product development, manufacturing and marketing of pesticides, pharmaceuticals and consumer products. Soon after graduation he was employed in research in the Plant Pathology Division of the Tea Research Institute and subsequently joined Chemical Industries Colombo Ltd., and was appointed to its Board. He also served on the Board of Crop Management Services (Pvt) Ltd., the Managing Agents for Mathurata Plantations Ltd., CIC Fertillizers Ltd. and Cisco Specialty Packaging (Pvt) Ltd. He has been a former Chairman of the Pesticide Association of Sri Lanka and the Toxicological Society of Sri Lanka and is now the Chairman of the International Mosquito Spiral Manufactures Association (IMSMA). Mr. Bopearatchy currently holds several other Directorships within The Colombo Fort Land & Building Group.

Mr. P.M.A. Sirimane - DirectorFCA, MBA

Mr. P.M.A. Sirimane was appointed to the Board in 2011. He serves on the Board of E.B. Creasy & Co. PLC and on the Boards of some of the subsidiaries of the E.B. Creasy Group. He also holds Directorships in other private and public companies.

Amongst other senior positions, he has functioned as Managing Director/CEO of Mercantile Leasing Ltd., Group Finance Director of United Tractor & Equipment Ltd., Chief Financial Officer, Sri Lanka Telecom Ltd. and Director SLT Hong Kong Ltd. He has served as a Member of several committees of The Institute of Chartered Accountants of Sri Lanka and was an ex-officio member of the International Leasing Association.

Mr. A.R. Rasiah - DirectorB.Sc.(Cey.), FCA

Mr. A.R. Rasiah was appointed to the Board in 2012. He possesses well over 30 years of experience in Finance at a very senior level both internationally and locally. He currently serves on the Boards of E.B. Creasy & Co. PLC, Darley Butler & Co. Ltd. Ceylon Cold Stores PLC, Nations Trust Bank PLC and MTD Walkers PLC. He is a former (retired) Finance Director of Nestlé (Lanka) PLC. He has been a visiting lecturer on Finance and Accounts for Nestlé SA for Africa-Asia and Oceanic Regions. Mr. Rasiah is also a management consultant for Ceylon Pencil Company and is currently a visiting lecturer for MBA students on Finance at the Postgraduate Institute of Management (PIM). He is a former President of the Benevolent Society of The Institute of Chartered Accountants of Sri Lanka and a Committee Member of Sri Lanka Institute of Directors.

Mr. S.N.P. Palihena - DirectorFCIB (U.K.), FIB (SL), Postgrad. Dip. Bus. &FA

Mr. S.N. P. Palihena was appointed to the Board in 2012. He was a former Chief Executive Officer/General Manager of Bank of Ceylon and has had a distinguished banking career spanning almost forty years at the Bank of Ceylon. He has also worked at the National Development Bank of Sri Lanka for a period of over three years.

Mr. Palihena is a former Director of the DFCC Bank. He currently holds Directorships in E.B. Creasy & Co. PLC, Darley Butler & Co. Ltd., Softlogic Capital PLC and in several companies of the Hirdaramani Group.


Annual Report of the Board of Directors

The Board of Directors of Muller & Phipps (Ceylon) PLC present their report on the Affairs of the Company together with the Audited Financial Statements for the year ended 31st March 2012.

The details set out herein provide the pertinent information required by the Companies Act No. 7 of 2007, and the Colombo Stock Exchange Listing Rules and are guided by recommended best practices.

PRinCiPAl ACtivities/Business Review

The principal activity of the Company is to serve as agent representative in Sri Lanka for foreign pharmaceutical companies and operate in importing, wholesale and distribution of pharmaceuticals. The Chairman’s Review together with the Financial Statements reflect the state of affairs of the Company. The Directors to the best of their knowledge and belief confirm that the Company has not engaged in any activities that contravene laws and regulations.

FinAnCiAl stAtements

The Financial Statements of the Company are given on pages 10 to 30.

AuDitoRs’ RePoRt

The Auditors’ Report on the Financial Statements is given on Page 9.

ACCounting PoliCies

The Accounting Policies adopted in the preparation of the Financial Statements are given on pages 14 to 18. There were no changes in the Accounting Policies adopted.

inteRest RegisteR

Directors’ interest in transactions

The Directors have made general disclosures as provided for in Section 192(2) of the Companies Act No. 7 of 2007. Arising from this, details of contracts in which they have an interest are disclosed in Note 23 to the Financial Statements on pages 28 and 29.

Directors’ interest in shares

Directors of the Company who have an interest in the shares of the Company are required to disclose their shareholdings and any acquisitions/disposals to the Board in compliance with Section 200 of the Companies Act No. 7 of 2007. However none of the Directors held any shares directly or indirectly during the period under review nor in the previous year.

Directors’ Remuneration

Directors remuneration in respect of the Company is Nil. Directors’ remuneration in respect of the Group for the financial year 2011/12 is given in Note 7 to the Financial Statements on page 20 (2010/11 Company - Nil 2010/11 Group - Rs. 4.4 million)

DiReCtoRAte

The names of the Directors who held office during the financial year are given below. Brief profiles of the Directors currently in office appear on page 2.

Mr. S.D.R. Arudpragasam - Chairman

Mr. P. Pathmarajah - Director

Mr. R.C.A. Welikala - Director

Mr. R.N. Bopearatchy - Director

Mr. P.M.A. Sirimane - Director (Appointed w. e. f. 05/10/2011)

Mr. A.R. Rasiah - Director (Appointed w. e. f. 15/02/2012)

Mr. S.N.P. Palihena - Director (Appointed w. e. f. 15/02/2012)

Mr. P.M.A. Sirimane was appointed as a Non-Executive Director with effect from 5th October, 2011.

Messrs A.R. Rasiah and S.N.P. Palihena were appointed as Independent Non-Executive Directors with effect from 15th February, 2012.

In terms of Articles 83 & 84 of the Articles of Association, Mr. R.C.A. Welikala retires by rotation and being eligible offers himself for re-election.

In terms of Article 90 of the Articles of Association, Messrs P.M.A. Sirimane, A.R. Rasiah and S.N.P. Palihena retire and being eligible offer themselves for re-election.



Mr. R.N. Bopearatchy who is over seventy years of age offers himself for reappointment under and virtue of a Special Notice received from a shareholder of the Company which is referred to in the Notice of Meeting.

AuDitoRs

The Financial Statements of the Company for the year have been audited by KPMG, the retiring Auditors who have expressed their willingness to continue as Auditors of the Company and are recommended for reappointment. A resolution to reappoint them and to authorize the Directors to determine their remuneration will be proposed at the Annual General Meeting.

The Auditors, KPMG were paid Rs. 200,000/- (2011 - Rs. 175,000/-) as audit fees and fees for audit-related services by the Company during the year under review. In addition the Group Companies are engaged with other audit firms. Audit fees in respect of these firms amounted to Rs. 328,440/- during the year under review. (2011 - Rs. 286,000/-). Further, those other Auditors were paid Rs. 69,115/- as the Non-Audit Services fee during the year. (2011 - Rs. 63,000/-). As far as the Directors are aware the Auditors do not have any relationship (other than that of an Auditor) with the Company. The Auditors do not have any interests in the Company.

Revenue

The revenue of the Group for the year was Rs. 427.2 million. (2010/11 - Rs. 383.2 million.)

Results

The Group made a Net Profit before Tax of Rs. 52 million. against a Profit of Rs. 38 million. in the previous year. The detailed results are given in the Income Statement on page 10.

PRoPeRty, PlAnt & equiPment

Information relating to movement in Property, Plant & Equipment are given in Note 10 to the Financial Statements.

stAteD CAPitAl

In compliance with the Companies Act No. 7 of 2007, the Financial Statements reflect the Stated Capital of the Company. The stated capital is the total of all amounts received by the Company in respect of the issue of shares.

The Stated Capital of the Company as at 31.03.2012 is Rs. 83,000,000/- and is represented by 283,000,000 ordinary shares. The details of the Stated Capital are disclosed in Note 17 to the Financial Statements on page 26.

ReseRves

The total reserves of the Group as at 31st March, 2012 amounted to Rs. 67.1 million comprising General Reserves of Rs. 5 million and a accumulated profit of Rs. 61.7 million. The movements are shown in the Statement of Changes in Equity in the Financial Statements on page 12.

tAxAtion

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 provision of the Inland Revenue Act No. 10 of 2006 and amendments thereto. Relevant details have been disclosed in Note 8 to these Financial Statements.

shARe inFoRmAtion

Information relating to earnings, dividend, net assets, market value per share and share trading is given on page 31.

events oCCuRRing AFteR the BAlAnCe sheet DAte

No circumstances have arisen since the Balance Sheet date that would require adjustments to or disclosures in the Financial Statements other than those disclosed in Note 25 on page 30.

CAPitAl Commitments AnD Contingent liABilities

Capital expenditure commitments and contingent liabilities as at the date of the Balance Sheet have been disclosed in the respective notes to the Financial Statements.



emPloyment PoliCy

The Group’s recruitment and employment policy is non-discriminatory. The number of persons employed by the Group at the year end was 46 (2010/11 - 49).

shAReholDeRs

The Company has made all endeavours to ensure equitable treatment to all shareholders.

CoRPoRAte goveRnAnCe

Corporate Governance is the mechanism by which companies are managed and directed with the objective of balancing and attaining the corporate objectives, the alignment of corporate behaviour within the expectations of the law and society and the accountability to shareholders and the responsibility to other recognized stakeholders.

BoardCompositionThe Board of Muller & Phipps (Ceylon) PLC comprises of seven Non-Executive Directors including the Chairman and two Independent Directors. These Directors are named below and profiled on page 2.

Mr. S.D.R. Arudpragasam(Chairman)

- Non-Executive Director

Mr. P. Pathmarajah - Non-Executive Director

Mr. R.C.A. Welikala - Non-Executive Director

Mr. R.N. Bopearatchy - Non-Executive Director

Mr. P.M.A. Sirimane - Non-Executive Director (Appointed on 5th October, 2011)

Mr. A.R. Rasiah - Independent Non-Executive Director (Appointed on 15th February 2012)

Mr. S.N.P. Palihena - Independent Non-Executive Director (Appointed on 15th February, 2012)

Although Mr. A.R. Rasiah and Mr. S.N.P. Palihena serve on the Boards of E.B. Creasy & Co. PLC (EBCPLC), Parent Company and some of its subsidiaries and a majority of the Directors of the Company are on the Boards of EBCPLC and its subsidiaries, the Board after taking into consideration all other circumstances listed in the Rules pertaining to the Criteria for defining Independence, is of the opinion that Mr. A.R. Rasiah and Mr. S.N.P. Palihena are nevertheless Independent.

The Non-Executive Directors have submitted declarations of their independence/non-independence to the Board.

Decision-making of the Board

In addition to Board meetings, matters are referred to the Board and decided by Resolutions in writing.

Appointment and Re-election of Directors

The Board as a whole decides on the appointment of Directors in accordance with the Articles of Association of the Company. All appointments to the Board are approved by the Ultimate Parent Company, The Colombo Fort Land & Building Company PLC.

Details of new appointments to the Board are made available to the shareholders by making announcements to the Colombo Stock Exchange.

In terms of the Articles of Association a Director appointed by the Board holds office until the next Annual General Meeting, at which he seeks re-election by the shareholders. The Articles require that one-third of the Directors retire at each Annual General Meeting. The Directors to retire are those who have been longest in office since their last election. Retiring Directors are eligible for re-election.

Financial Acumen

The Directors are from varied business and professional backgrounds. Their expertise enables them to exercise independent judgment and their views carry substantial weight in decision-making. The Board Comprises of three finance professionals who possess the necessary knowledge to offer guidance on matters of finance.

Company secretaries and independent Professional Advice

The Directors may seek advice from Corporate Managers and Secretaries (Pvt) Ltd., who are qualified to act as Secretaries as per the provisions of the Companies Act No. 7 of 2007. Advice is also sought from independent external professionals whenever the Board deems it necessary.



supply of information

The Directors are provided with an Agenda, Minutes and relevant Board Papers prior to Board meetings. Minutes of all the meetings are properly recorded and circulated amongst the Directors.

Constructive use of the Annual general meeting/general meetings

The Board considers the Annual General Meeting/General Meetings an opportunity to communicate with shareholders and encourages their participation. Questions raised by the Shareholders over the content of the Annual Report as well as other matters pertaining to the Company, are answered and an appropriate dialogue is maintained with them.

major transactions

There have been no transactions during the year under review which falls within the definition of ‘Major Transactions’ as set out in the Companies Act.

Financial Reporting

The Board of Directors considers the timely publication of its Annual and Quarterly Financial Statements as a high priority. These publications include financial and non-financial information in order to facilitate the requirements of the existing and potential shareholders. The Financial Statements are prepared in accordance with the Sri Lanka Accounting Standards.

Audit Committee

The Audit Committee of the Parent Company E.B. Creasy & Company PLC functions as the Company’s Audit Committee.

The Audit Committee Report is set out on page 7 and 8.

stAtutoRy PAyments

The Directors to the best of their knowledge and belief are satisfied that all statutory payments of the Company due in relation to employees and the Government have been made.

enviRonmentAl PRoteCtion

The Company’s business activities can have direct and indirect effects on the environment. It is the Company’s policy to minimize any adverse effects its activities have on the environment and promote co-operation and compliance with the relevant authorities and regulations. We confirm that the Company has not undertaken any activities which have caused or likely to cause detriment to the environment.

inteRnAl ContRol

The Board is satisfied with the effectiveness of the system of internal controls for the period up to the date of signing the Financial Statements.

RemuneRAtion Committee

The Remuneration Committee of the ultimate Parent Company The Colombo Fort Land & Building Company PLC (CFLB) functioned as Company’s Remuneration Committee. However in the absence of any emoluments or key management compensation being paid for the year in respect of the Company, the Committee did not meet during the period under review.

going ConCeRn

As noted in the Financial Statement on page 30, the Directors have adopted the going concern basis in preparing Financial Statements.

For and on behalf of the Board,

P. Padmarajah R.C.A. WelikalaDirector Director

By Order of the Board

Corporate Managers & Secretaries (Private) Ltd.Secretaries

17th May, 2012


Audit Committee Report

The Audit Committee Report focuses on the activities of the Company for the year under review, which the Committee has reviewed and monitored as to provide additional assurance on the reliability of the Financial Statements through a process of independent and objective views.

ComPosition

The Audit Committee of the Parent Company, E.B. Creasy & Company PLC (EBCPLC) functions as the Company’s Audit Committee and consists of a member of the Audit Committee of The Colombo Fort Land & Building Company PLC (CFLB) (Ultimate Parent Company) and two Independent Non-Executive Directors of E.B. Creasy & Company PLC.

The Committee which functioned until August, 2011 is as set out below:

Mr. R. Seevaratnam

-

Chairman (Independent Non-Executive Director - CFLB)

Mr. A.M. de S. Jayaratne Member (Independent Non-Executive Director - CFLB)

Mr. R. Senathirajah -

Member (Non-Executive Director - CFLB)

Mr. A.R. Rasiah

-

Member (Independent Non-Executive Director - EBCPLC)

The Committee was re-constituted as follows in August, 2011:

Mr. A.R. Rasiah

-

Chairman (Independent Non-Executive Director - EBCPLC)

Mr. A.M. de S. Jayaratne Member (Independent Non-Executive Director - CFLB)

Mr. S.N.P. Palihena

-

Member (Independent Non-Executive Director - EBCPLC)

The members have varied experience, financial knowledge and business acumen to carry out their role effectively and efficiently.

The Company’s Secretaries, Corporate Managers and Secretaries (Private) Ltd. functioned as the Secretaries to the Audit Committee.

Role oF the AuDit Committee

The Audit Committee reviews and advise the Company to ensure that the financial reporting system is in adherence with the Sri Lanka Accounting Standards and other regulatory and statutory requirements. It also reviews the adequacy of internal controls and the business risks.

The Committee has scrutinized the quarterly accounts and the accounts for the year ended 31st March, 2012.

meetings AnD AttenDAnCe

The Audit Committee has met on four occasions during the year ended 31st March, 2012.

The attendance of the former Committee was as follows:

Mr. R. Seevaratnam - 2/2

Mr. A.M. de S. Jayaratne - 2/2

Mr. R. Senathirajah - 1/2

Mr. A.R. Rasiah - 2/2

The attendance of the re-constituted Committee was as follows:

Mr. A.R. Rasiah - 2/2

Mr. A.M. de S. Jayaratne - 2/2

Mr. S.N.P. Plihena - 2/2

Senior management personnel of the Company are invited to the meeting as and when required. The proceedings of the Audit Committee are reported to the Board of Directors.


exteRnAl AuDit

The Company has appointed KPMG, as its External Auditor.

The Audit Committee has determined that KPMG, Auditors are independent on the basis that they do not carry out any management related functions of the Company.

The Audit Committee has concurred to recommend to the Board of Directors the reappointment of KPMG as Auditors for the financial year ending 31st March 2012, subject to the approval of the shareholders at the Annual General Meeting.

ConClusion

The Audit Committee is of the view that adequate controls are in place to safeguard the Company’s assets and that the financial position and the results disclosed in the audited accounts are free from any material misstatements.

A.R. RasiahChairmanAudit Committee

17th May, 2012

Audit Committee Report


independent Auditors’ Report

to the shAReholDeRs oF mulleR & PhiPPs (Ceylon) PlC

Report on the Financial statements

We have audited the accompanying Financial Statements

of Muller & Phipps (Ceylon) PLC (the “Company”), and the

Consolidated Financial Statements of the Company and its

subsidiaries as at 31st March 2012, which comprise the

Balance Sheet as at 31st March 2012, and the Income

statement, Statement of Changes in Equity and Cash Flow

Statement for the year then ended, and a summary of

Significant Accounting Policies and other Explanatory Notes

as set out on pages 10 to 30 of the Annual Report.

management’s Responsibility for the Financial statements

Management is responsible for the preparation and fair

presentation of these Financial Statements in accordance with

Sri Lanka Accounting Standards. This responsibility includes:

designing, implementing and maintaining internal control

relevant to the preparation and fair presentation of Financial

Statements that are free from material misstatement,

whether due to fraud or error; selecting and applying

appropriate accounting policies; and making accounting

estimates that are reasonable in the circumstances.

scope of Audit and Basis of opinion

Our responsibility is to express an opinion on these Financial

Statements based on our audit. We conducted our audit in

accordance with Sri Lanka Auditing Standards. Those standards

require that we plan and perform the audit to obtain

reasonable assurance whether the Financial Statements are

free from material misstatement.

An audit includes examining, on a test basis, evidence

supporting the amounts and disclosures in the Financial

Statements. An audit also includes assessing the

accounting policies used and significant estimates made

by management, as well as evaluating the overall financial

statement presentation.

We have obtained all the information and explanations

which to the best of our knowledge and belief were

necessary for the purposes of our audit. We therefore believe

that our audit provides a reasonable basis for our opinion.

opinion Company In our opinion, so far as appears from our examination,

the Company maintained proper accounting records for the

year ended 31st March 2012 and the Financial Statements

give a true and fair view of the Company’s state of affairs

as at 31st March 2012 and its profit and cash flows for the

year then ended in accordance with Sri Lanka Accounting

Standards.

Group In our opinion, the consolidated Financial Statements give

a true and fair view of the state of affairs as at 31st March

2012 and the profit and cash flows for the year then ended,

in accordance with Sri Lanka Accounting Standards, of the

Company and its subsidiaries dealt with thereby, so far as

concerns the shareholders of the Company.

Report on other legal and Regulatory Requirements

These Financial Statements also comply with the

requirements of Sections 153(2) to 153(7) of the Companies

Act No. 07 of 2007.

Chartered Accountants

17th May, 2012

Colombo


income statement

Group Company

For the year ended 31st March,Notes

2012Rs. ’000

2011Rs. ’000

2012Rs. ’000

2011Rs. ’000

Revenue 4 427,257 383,232 – –

Cost of Sales (327,384) (294,126) – –

Gross Profit 99,873 89,106 – –

Other Operating Income 5 22,813 3,920 7,400 6,401

Administrative Expenses (61,625) (54,844) (2,658) (4,772)

Distribution Expenses (2,950) (4,209) – –

Profit from Operations 58,111 33,973 4,742 1,629

Finance Income 6.1 528 6,782 9,975 8,279

Finance Expenses (6,158) (2,412) – –

Net Financing Income/(Expenses) 6.2 (5,630) 4,370 9,975 8,279

Profit before Income Tax Expense 7 52,481 38,343 14,717 9,908

Income Tax Expense 8 (8,883) (13,764) (2,193) (900)

Profit for the Year Attributable to Equity Holders of the Company 43,598 24,579 12,524 9,008

Basic/Diluted Earnings per Share (Rs.) 9 0.15 0.09 0.04 0.03

The Accounting Policies and Notes form an integral part of these Financial Statements.

Figures in brackets indicate deductions.


Balance sheet

Group CompanyAs at 31st March,

Notes2012

Rs. ’0002011

Rs. ’0002012

Rs. ’0002011

Rs. ’000

ASSETSNon–Current AssetsProperty, Plant & Equipment 10 7,073 5,715 59 65Investments in Subsidiaries 11.1 0 – 38,897 38,897Other Long-Term Investments 11.2 31,925 12,000 – –Amounts due from Related Companies 15 – – 60,000 50,000Deferred Tax Assets 12 1,255 1,200 – –Total Non–Current Assets 40,253 18,915 98,956 88,962

Current AssetsInventories 13 112,960 128,767 – –Trade and Other Receivables 14 96,296 85,772 20 20Amounts due from Related Companies 15 2,629 4,013 2,629 4,013Income Tax Recoverable 1,912 – – –Cash and Cash Equivalents 16 17,458 13,661 8,821 3,168Total Current Assets 231,255 232,213 11,470 7,201Total Assets 271,508 251,128 110,426 96,163

EQUITY AND LIABILITIESEquityStated Capital 17 83,000 83,000 83,000 83,000Reserves 18 67,131 23,533 24,567 12,043Equity Attributable to Equity Holders of the Company 150,131 106,533 107,567 95,043

Non–Current LiabilitiesRetirement Benefit Obligations 19 6,961 6,377 – –Net Liability to the Lessor 22 – – – –Amounts due to Related Companies 20 – – – –Total Non-Current Liabilities 6,961 6,377 – –

Current LiabilitiesTrade and Other Payables 21 3,284 2,375 1,228 1,017Income Tax payable 1,631 4,597 1,631 96Amounts due to Related Companies 20 1,134 7 – 7Interest-Bearing Borrowings 22 83,498 123,826 – –Bank Overdraft 24,869 7,413Total Current Liabilities 114,416 138,218 2,859 1,120Total Equity & Liability 271,508 251,128 110,426 96,163

The Accounting Policies and Notes form an integral part of these Financial Statements.


I certify that the Financial Statements of the Company have been prepared in accordance with the requirements of the Companies Act No. 7 of 2007.

P.M.A. SirimaneChief Financial Officer

The Board of Directors is responsible for the preparation and presentation of these Financial Statements. Approved and Signed for and on behalf of the Board of Muller & Phipps (Ceylon) PLC.

P. Padmarajah R.C.A. WelikalaDirector Director

17th May, 2012, Colombo


statement of Changes in equity

Stated Capital

Rs. ‘000

General ReserveRs. ‘000

Capital ReserveRs. ‘000

Accumulated Profits/(Loss)

Rs. ‘000

Total

Rs. ‘000

Group

Balance as at 01st April, 2010 189,572 5,000 401 (239,597) (44,624)

Right Issue of Shares 127,285 – – – 127,285

Profit for the Year – – – 24,579 24,579

Direct Share Issue Expenses – – – (707) (707)

Reduction of Stated Capital (233,857) – – 233,857 –

Balance as at 31st March, 2011 83,000 5,000 401 18,132 106,533



Company

Balance as at 1st April, 2010 189,572 5,000 401 (235,516) (40,543)

Right Issue of Shares 127,285 – – – 127,285


Direct Share Issue Expenses – – – (707) (707)

Reduction of Stated Capital (233,857) – – 233,857 –




The Accounting Policies and Notes, form an integral part of these Financial Statements.



Cash Flow statement

Group Company

For the year ended 31st March, 2012Rs. ’000

2011Rs. ’000

2012Rs. ’000

2011Rs. ’000

Cash flows from Operating Activities

Profit Before Taxation 52,481 38,343 14,717 9,908

Adjustments for-

Depreciation on Property, Plant & Equipment 1,068 1,235 6 7

Provision for Retiring Gratuity 671 1,667 – –

Profit on Disposal of Property, Plant & Equipment (800) (10) – –

Interest Expense 6,158 2,412 – –

Interest Income (528) (2,077) – –

Profit on sale of investment (19,925)

Dividend Received – – (5,400) (5,400)

Interest Income received – – (9,975) (8,279)

Operating Profit/(Loss) before Working Capital Changes 39,125 41,570 (652) (3,764)

(Increase)/Decrease in Inventories 15,807 (18,463) – –

(Increase)/Decrease in Trade & Other Receivables (10,524) (15,036) – –

(Increase)/Decrease in Amount due from Related Companies 1,384 1,443 1,384 1,744

Increase/(Decrease) in Trade & Other Payables 1,338 774 211 845

Increase/(Decrease) in Amount due to Related Companies 1,127 7 (7) 7

Cash Generated from Operations 48,257 10,295 936 (1,168)

Retiring Gratuity Paid (87) (463) – –

Interest Expense Paid (6,158) (2,407) – –

Income Tax Expense Paid (14,248) (14,258) (658) (760)

Net Cash Outflows from Operating Activities 27,766 (6,833) 278 (1,928)

Cash Flow from Investing Activities

Purchase of Property, Plant & Equipment (2,540) (1,094) – –

Dividend Received – – 5,400 5,400

Interest Received 528 2,077 9,975 8,279

Proceeds from Disposal of Property, Plant & equipment 915 220 – –

Loan to Related Companies – – (10,000) (16,000)

Net Cash Flows from Investing Activities (1,097) 1,203 5,375 (2,321)

Cash Flows from Financing Activities

Investments during the Year (31,880) (12,000) – –

Proceed from sale of investment 31,880 – – –

Proceed from Borrowings – 25,449 – –

Repayments of Loan (40,328) – – –

Proceeds from Right Issue of Shares – 127,285 – 127,285

Direct Share Issue Expenses – (707) – (707)

Repayments of Loan to Related Companies – (119,415) – (119,415)

Rentals Paid on Finance Lease – (361) – –

Net Cash Outflows from Financing Activities (40,328) 20,251 – 7,163

Increase/(Decrease) in Cash & Cash Equivalents (13,659) 14,621 5,653 2,914

Cash & Cash Equivalents at the beginning of the Year 6,248 (8,373) 3,168 254

Cash & Cash Equivalents at the end of the Year (Note 16) (7,411) 6,248 8,821 3,168

The Accounting Policies and Notes, form an integral part of these Financial Statements.



notes to the Financial statements

1. RePoRting entity

Muller and Phipps (Ceylon) PLC is incorporated and domiciled in Sri Lanka and listed on the Colombo Stock Exchange. The registered office and principle place of business is situated at 27-3/1, Layden Bastian Road, Colombo 01.

1.1 Principal Activities and nature of operations

The principal activity of the Company is to serve as agent representative in Sri Lanka for foreign pharmaceutical companies and operate in importing, wholeselling and distribution of pharmaceuticals. However, during the year under review, the Company had no agencies for any foreign pharmaceutical companies.

1.2 Parent enterprise

In the Directors’ opinion, the Company’s Ultimate Parent undertaking and controlling party is The Colombo Fort Land Building & Company PLC, which is incorporated in Sri Lanka.

2. BAsis oF PRePARAtion

2.1 statement of Compliance

The Financial Statements have been prepared in accordance with Sri Lanka Accounting Standards (SLAS), adopted by The Institute of Chartered Accountants of Sri Lanka (ICASL) and the requirements of the Companies Act No. 7 of 2007. The Financial Statements were authorized for issue by the Board of Directors on 17th May, 2012.

2.2 Basis of measurement

The Financial Statements of the Company have been prepared under the historical cost basis. The Financial Statements have been prepared on the historical cost basis except for land and buildings which are measured at fair value as explained in paragraph below and retirement benefit obligations which are measured at the present value of the defined benefit plan.

2.3 Functional and Presentation Currency

The Financial Statements are presented in Sri Lankan Rupees, which is the Company’s functional currency. All financial information presented in Sri Lankan Rupees has been rounded to the nearest thousand, unless stated otherwise.

2.4 use of estimates and Judgments

The preparation of Financial Statements in conformity with SLAS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates and judgmental decisions.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

2.5 going Concern

The Directors have made an assessment of the Company’s ability to continue as a going concern in the foreseeable future. They do not intent either to liquidate or cease trading.

3. signiFiCAnt ACCounting PoliCies

The accounting policies set out below are consistent with those used in the previous year. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Certain comparative amounts have been reclassified to conform with the current year’s presentation.

3.1 Basis of Consolidation

3.1.1 SubsidiariesSubsidiaries are those entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control,



potential voting rights are taken into account. The Financial Statements of the subsidiaries are included in the consolidated Financial Statements from the date that control commences until the date that control ceases.

The Financial Statements of the Group represent the consolidation of the Company and its subsidiary Pettah Pharmacy Ltd., in terms of Sri Lanka Accounting Standards No. 26.

3.1.2 Transactions eliminated on ConsolidationIntra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the Consolidated Financial Statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

3.1.3 Financial YearAll companies in the Group have a common financial year, which ends on 31st March.

3.2 Assets and there Basis of valuation

Assets classified as current assets in the Balance Sheet are cash and bank balances and those, which are expected to be realized in cash during the normal operating cycle, or within one year from the reporting date, which ever is shorter.

3.2.1 Property, Plant & EquipmentThe item Property, Plant & Equipment represents the cost of purchase of the assets or the expenses after deducting depreciation or amortization. Depreciation is provided using the reducing balance method, so as to write off the assets over their estimated useful lives as follows:

Furniture & fittings 10%

Computer equipment 10%

Telephone & office equipment 10%

Motor vehicles 20%

3.2.2 Leased AssetsLeases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as financial lease. Assets acquired by way of finance lease are measured at an amount equal to the lower of their fair value of minimum lease payments at the inception, less accumulated depreciation and accumulated impairment losses.

3.2.3 Investments3.2.3.1 Current Investments Current investments are stated at lower of cost and market value determined on an aggregate portfolio basis.

3.2.3.2 Non-Current InvestmentsQuoted and unquoted investments in shares held on long-term basis are measured at cost.

In the Parent Company’s Financial Statements, investments in subsidiaries and equity accounted investee are carried at cost less provision for fall in value.

Provision for fall in value is made when in the opinion of the Directors there has been a decline other than temporary in the carrying amount of the investment.

3.2.4 InventoriesInventories are measured at the lower of cost and net realizable value, after making due allowances for obsolete and slow moving items. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and selling expenses. The cost of inventories is based on weighted average principle and includes expenditure incurred on acquiring the inventories and bringing them to their existing location and condition.

3.2.5 Trade and Other ReceivablesTrade and other receivable are stated amounts they are estimated to realize net of provisions for bad and doubtful debts.

Other receivables and dues from related parties are recognised at cost, less provision for doubtful receivables.



3.2.6 Cash and Cash EquivalentsCash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the Statement of Cash Flows. 3.2.7 ImpairmentThe carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, 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. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups.

An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in profit and loss. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the group of other assets in the unit on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

3.3 liabilities and Provisions

Liabilities classified as current liabilities on the Balance Sheet are those which fall due for payment on demand or within one year from the reporting date. Non-current liabilities are those balances that fall due for payment after one year from the reporting date.

All known liabilities have been accounted for in preparing these Financial Statements. 3.3.1 Trade Creditors and Other PayablesTrade creditors and other payables are stated at cost.

3.3.2 ProvisionsA provision is recognized in the Balance Sheet when the Company has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.

3.3.3 Defined Contribution Plan A defined contribution plan is a post-employment benefit plan under which an entity pays a fixed contribution into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to Provident and Trust Funds covering all employees are recognized as an expense in profit and loss in the periods during which services are rendered by employees.

3.3.4 Defined Benefit Plan A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The liability recognized in the Balance Sheet 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 annually 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 SLAS 16 (Revised 2006) on ‘Retirement Benefit’ Costs.

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.

3.4. income statement3.4.1 Revenue For the purpose of presentation of the Income Statement, the function of expenses method is adopted, as it represents fairly the elements of Company performance.

3.4.2 Revenue Recognition Revenue is recognized to the extent that is probable that the economic benefit will flow to the Company and Group and the revenue can be reliably measured. The following specific recognition criteria must be met before revenue is recognized.

i. Retail salesRetail sales are recognized at the time of invoicing/dispatch.

ii. Interest IncomeInterest income is recognized on an accrual basis, unless, recoverability is in doubt.

iii. Others Gains or losses on the disposal of Property plant & Equipment have been accounted for in the Income Statements.

3.4.3 Expenditure All expenditure incurred in the running of the business has been charged to income in arriving at the profit for the year. Repairs and renewals are charged to profit and loss in the year in which the expenditure is incurred.

3.4.4 TaxationIncome tax expense comprises current and deferred tax. Income tax expense is recognized in profit and loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current TaxesCurrent tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the reporting date and any adjustments to tax payable in respect of previous years.

Differed TaxationDeferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognized for unused tax losses and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

3.4.5 Borrowing CostsBorrowing costs are recognized as an expense in the period in which they are incurred.

3.4.6 Net Finance CostFinance income comprises interest income on funds invested, dividend income and gain on translation of foreign currency.

Finance expense comprises interest payable on borrowings and loss on translation of foreign currency.



3.5 general3.5.1 Events Occurring after the Balance Sheet DateAll material Post-balance Sheet events have been considered and where appropriate adjustments or disclosures have been made in the respective Notes to the Financial Statements.

3.5.2 Capital Commitments and ContingenciesCapital commitments and contingencies have been disclosed in respective Notes to the Accounts.

3.5.3 Earnings/Deficit per ShareThe Company presents basic and diluted earnings/deficit per share for its ordinary shares. Basic earnings/deficit per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings/deficit per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding.

3.6 Cash Flow statement

3.6.1 Cash and Cash Equivalents The Cash Flow Statement has been prepared using the ‘indirect method’.

Interest paid is classified as operating cash flows, interest received are classified as investing cash flows, while dividends paid are classified as financing cash flows for the purpose of presenting the Cash Flow Statement.

3.7 Comparative Figures

Where necessary, comparative figures have been adjusted to confirm to changes in presentation in current financial year.

3.8 new Accounting standards issued But not effective as at Balance sheet Date

The Institute of Chartered Accountants of Sri Lanka has issued a new volume of Sri Lanka Accounting Standards which will become applicable for financial periods beginning on or after 1st January, 2012. Accordingly, these Standards have not been applied in preparing these Financial Statements as they were not effective for the year ended 31st March, 2012.

These Sri Lanka Accounting Standards comprise Accounting Standards prefixed both SLFRS (corresponding to IFRS) and LKAS (corresponding to IAS). Application of Sri Lanka Accounting Standards prefixed SLFRS and LKAS for the first time shall be deemed to be an adoption of SLFRSs.

The Company has evaluated the potential effects of these Standards on its Financial Statements, and based on the management’s assessment the impact on the Financial Statements on the adoption of these Standards will not be material.



Group Company


2011Rs. ’000

2012Rs. ’000

2011Rs. ’000

4. Revenue

Pharmaceuticals 427,257 383,232 – –

427,257 383,232 – –

5. otheR inCome

Gain/(Loss) on Disposal of Property, Plant & Equipment 800 10 – –

Promotional Allowances from Principal 2,088 3,909 – –

Management Fee – – 2,000 1,000

Profit on Disposal of Investment 19,925 – – –

Sundry Income – 1 – 1

Dividend Income – – 5,400 5,400

22,813 3,920 7,400 6,401

6. net FinAnCe inCome/(exPenses)

6.1 Finance income

Interest Income from Related Companies – 1,648 9,975 8,279

Interest Income from Others 528 429 – –

Gain/(Loss) on Translation of Foreign Currency – 4,705 – –

528 6,782 9,975 8,279

6.2 Finance expenses

Interest on Short-Term Borrowings 548 671 – –

Interest on Finance Lease – 6 – –

Interest on Bank Overdraft 1,443 1,735 – –

Loss on Translation of Foreign Currency 2,823 – – –

Cheque Discounting Charges 1,344 – – –

6,158 2,412 – –

(5,630) 4,370 9,975 8,279



7. PRoFit BeFoRe tAxAtion

This is Stated after Charging All Expenses Including the Following:

Group Company


2011Rs. ’000

2012Rs. ’000

2011Rs. ’000

Director's Emoluments 4,377 4,404 – –

Auditor's Remuneration – – – –

Fees Payable to KPMG – – – –

Statutory Audit 220 201 220 175

Non-Audit Services – – – –

Fees payable to Other Auditors – – – –

Statutory Audit 328 286 – –

Non-Audit Services 69 63 – –

Depreciation on Property, Plant & Equipment 1,069 1,235 6 7

Staff Cost (Note 7.1) 16,969 15,904 – –

Rent 3,885 2,998 – –

Management Fee 2,000 1,000 – –

7.1 staff Cost

Staff Remuneration 13,795 12,024 – –

Defined Benefit Plan Costs - Retiring Gratuity 671 1,667 – –

Defined Contribution Plan Costs - EPF and ETF 2,503 2,213 – –

16,969 15,904 – –

Number of Employees at year end 46 49 – –


8. inCome tAx exPense

8.1 Reconciliation Accounting Profit/(loss) to income tax expense

Group Company

For the year ended 31st March,2012

Rs. ’0002011

Rs. ’0002012

Rs. ’0002011

Rs. ’000

Profit Before Income Tax Expense 52,481 38,343 14,717 9,908

Inter-Company Eliminations 5,400 5,400 – –

57,881 43,743 14,717 9,908

Non-Business Income - Net (35,300) (15,327) (15,375) (13,679)

Aggregate Disallowable Expenses 3,119 4,194 272 97

Interest Income - Gross 9,975 9,928 9,975 8,279

Allowable Expenses (2,048) (1,891) (15) (707)

Utilization of Tax Losses (3,352) (1,363) (3,352) (1,363)

Taxable Income 30,276 39,284 6,222 2,535

Income Tax Charged at

Standard Tax Rate @ 28% (2010/11 - 35%) 8,477 13,749 1,742 887

Social Responsibility Levy @ 1.5% – 206 – 13

Deemed Dividend Tax - 2010/11 451 – 451 –

8,928 13,955 2,193 900

Tax Loss Brought Forward (113,502) (114,865) (113,401) (114,764)

Tax Loss Utilized 3,352 1,363 3,352 1,363

Tax Loss for the Year – – – –

Tax Loss Carried Forward (110,150) (113,502) (110,049) (113,401)

8.2 Muller and Phipps (Ceylon) PLC and Subsidiaries are liable to income tax at the rate of 28%.

Group

For the year ended 31st March 2012Rs. ’000

2011Rs. ’000

Current tax expenses

Muller & Phipps (Ceylon) PLC 2,193 900

Subsidiary Companies 6,735 13,055

8,928 13,955

Deferred Tax Charge/Reversal

Subsidiary Companies (55) (200)

(55) (200)

SRL on Dividend Paid 9 9

8,882 13,764



9. eARnings PeR shARe

Earnings (Loss) per share is calculated by dividing the profit/(loss) after tax attributable to the ordinary shareholders by the weighted average number of ordinary shares in issue.

Group Company

For the year ended 31st March 2012 2011 2012 2011

Profit after Tax attributable to Ordinary Shareholders (Rs. ’000) 43,598 24,579 12,524 9,008

Weighted Average Number of Ordinary Shares in Issue (’000) 283,000 271,214 283,000 271,214

Basic/Diluted Earnings per Share in (Rs.) 0.15 0.09 0.04 0.03

weighted Average number of ordinary shares in issue

Qualifying Ordinary Shares at the beginning of the Year (’000) 283,000 141,572 283,000 141,572

Effect of Shares Issued during the Year – 129,642 – 129,642

283,000 271,214 283,000 271,214

10. PRoPeRty, PlAnt & equiPment

10.1 group

Motor Vehicles

Rs. ’000

Leasehold Motor

VehiclesRs. ’000

Computers & Software

Rs. ’000

Furniture & Fittings

Rs. ’000

Office Equipment

Rs. ’000

Total 31.03.2012

Rs. ’000

Total 31.03.2011

Rs. ’000

Cost or Valuation

Balance as at 1st April 1,372 3,475 5,560 3,430 2,615 16,451 15,756

Additions – – 2,519 20 – 2,540 1,094

Disposals (872) – – – – (872) (399)

Balance as at 31st March 500 3,475 8,079 3,450 2,615 18,119 16,451

Accumulated Depreciation

Balance as at 1st April 1,224 2,400 3,629 1,987 1,495 10,735 9,690

Charge for the year 27 285 425 248 84 1,069 1,235

Disposals (758) – – – – (758) (189)

Balance as at 31st March 493 2,685 4,054 2,235 1,579 11,046 10,736

Carrying Value

As at 31st March 2012 7 790 4,025 1,215 1,036 7,073

As at 31st March 2011 148 1,075 1,931 1,442 1,119 5,715



10.2 Company

Motor Vehicles Rs. ’000

Computers & Software

Rs. ’000

Furniture & Fittings Rs. ’000

Office Equipment

Rs. ’000

Total 31.03.2012

Rs. ’000

Total 31.03.2011

Rs. ’000

Cost or Valuation

Balance as at 1st April 300 814 378 54 1,546 1,546

Additions – – – – – –

Disposals – – – – – –

Balance as at 31st March 300 814 378 54 1,546 1,546

Accumulated Depreciation

Balance as at 1st April 300 780 378 23 1,481 1,474

Charge for the year – 3 – 3 6 7

Disposals – – – – – –

Balance as at 31st March 300 783 378 26 1,487 1,481

Carrying value

As at 31st March 2012 – 31 – 28 59 –

As at 31st March 2011 – 39 – 34 – 65

11. investments

Group Company

% Holding

2012Rs. ’000

2011Rs. ’000

2012Rs. ’000

2011Rs. ’000

11.1 investment in subsidiary

Pettah Pharmacy (Pvt) Ltd. 100 – – 38,897 38,897

– – 38,897 38,897

Principal Activity

Pettah Pharmacy (Pvt) Ltd. imports and sells drugs and pharmaceuticals.

11.2 other long-term investments - Related Companies

Group Company2012

Rs. ’0002011

Rs. ’0002012

Rs. ’0002011

Rs. ’000

Dutch Dairy International (Pvt) Ltd. – 5,400 5,400 5,400

Beruwela Resorts Ltd. (30,000 shares) 45 12,000 – –

Colombo Fort Hotels Ltd. (31,880,000 of Rs. 1/- each) 31,880 – – –

Less: Provision for Fall in Value of Investment – (5,400) (5,400) (5,400)

31,925 12,000 – –



12. DeFeRReD tAx Assets

Group Company2012

Rs. ’0002011

Rs. ’0002012

Rs. ’0002011

Rs. ’000

Balance at the beginning of the Year 1,200 1,000 – –

Deductible Temporary Differences Transferred from/(to) 55 200 – –

Balance at the end of the Year 1,255 1,200 – –

Composition of Deferred Tax Assets

Property, Plant & Equipment 1,982 1,797 – –

Retiring Benefit Obligations (727) (597) – –

1,255 1,200 – –

Unrecognized Deferred Tax Assets

Deferred Tax Assets Not Recognized (30,814) (39,690) (30,814) (39,690)

Deferred tax asset has not been recognized in respect of tax losses carried forward by Muller & Phipps (Ceylon) PLC, as the management is of the opinion that the reversal of the deferred tax will not be crystallized in the foreseeable future.

Subsidiary Company Pettah Pharmacy (Pvt) Ltd., has recognized a deferred tax assets of Rs. 1.255 million in its Financial Statements for the period under review.

13. inventoRies

Group2012

Rs. ’0002011

Rs. ’000

Trading Stocks 112,960 128,767

14. tRADe AnD otheR ReCeivABle

Group Company2012

Rs. ’0002011

Rs. ’0002012

Rs. ’0002011

Rs. ’000

Trade Receivables 81,347 70,951 – –

Less: Provision for Bad & Doubtful debts (731) (731) – –

80,616 70,220 – –

Other Debtors, Deposits & Prepayments (Note 14.1) 16,566 16,438 906 906

Less: Provision for Bad & Doubtful debts (886) (886) (886) (886)

15,680 15,552 20 20

96,296 85,772 20 20



14.1 other Debtors, Deposits & Prepayments

Group Company


2011Rs. ’000

2012Rs. ’000

2011Rs. ’000

Prepayments 800 253 – –

Reimbursements Due from Principal 5,794 3,904 – –

Deposits and Prepayments 1,256 1,169 906 906

Staff Loans (Note 14.1.1) 1,563 1,250 – –

Advances 1,142 987 – –

Promotional Allowance Receivable 5,994 8,847 – –

Others 17 28 – –

16,566 16,438 906 906

14.1.1 The movement of loans over Rs. 20,000/-, granted to employees as follows:

Balance Brought Forward 1,250 826 – –

Loans Granted during the Year 1,180 1,148 – –

Recoveries during the Year (867) (724) – –

Balance Carried Forward 1,563 1,250 – –

15. Amounts Due FRom RelAteD ComPAnies

15.1 long-term - subsidiary

Pettah Pharmacy (Pvt) Ltd. - Loan – – 60,000 50,000

15.2 other

York Hotel Management Services Ltd. 120 120 120 120

Less: Provision for bad and doubtful debts (120) (120) (120) (120)

– – – –

Corporate Managers and Secretaries (Pvt) Ltd. 2,598 4,013 2,598 4,013

Muller & Phipps (Agencies) Ltd. 31 – 31

2,629 4,013 2,629 4,013



Group Company


2011Rs. ’000

2012Rs. ’000

2011Rs. ’000

16. CAsh AnD CAsh equivAlents

Cash in Hand 336 323 – –

Cash at Bank 9,097 3,853 8,821 3,168

Fixed/Call Deposits 8,025 9,485 – –

17,458 13,661 8,821 3,168

Bank Overdraft (24,869) (7,413) – –

Cash and Cash Equivalents in the Statement for Cash Flows Statement (7,411) 6,248 8,821 3,168

17. stAteD CAPitAl

Issued and Fully-Paid Number of Shares (‘000)

Ordinary Shares

At the Beginning of the Year 283,000 141,572 283,000 141,572

Rights Issue – 141,428 – 141,428

At the End of the Year 283,000 283,000 283,000 283,000

Value of Ordinary Shares

At the beginning of the Year 83,000 189,572 83,000 189,572

Rights Issue of Shares (Note 17.1) – 127,285 – 127,285

Reduction of Stated Capital (Note 17.2) – (233,857) – (233,857)

At the End of the Year 83,000 83,000 83,000 83,000

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per individual present at meeting of the shareholders or one vote per share in the case of a poll.

17.1 Rights issue of shares

Prior year the Company made Rights Issue of one ordinary share for every one ordinary shares held at 31st March, 2010 for Rs. 0.90 per share and raised Rs. 127,285,457.54. The number of shares of the Company was increased from 141,572,000 to 283,000,000.

17.2 Reduction of stated Capital

The Company’s Stated Capital was reduced from Rs. 316,857,171/- to Rs. 83,000,000/- consequent to a Special Resolution passed by the shareholders at an Extraordinary General Meeting (EGM) held on 18th March, 2011, without effecting any change to the number of issued and fully-paid up shares.

The reduction was effected by setting off the brought forward losses of the Company against its Stated Capital to the extent of Rs. 233,857,171/- and by writing off a similar amount from the Company’s carry forward losses as at the financial year ended 31st March, 2010 of Rs. 235,516,000/-, which carry forward losses would, consequent thereto, be reduced to Rs. 1,658,828/-.



Group Company


2011Rs. ’000

2012Rs. ’000

2011Rs. ’000

18. ReseRves

Capital Reserves 401 401 401 401

Revenue Reserves

General Reserves 5,000 5,000 5,000 5,000

Accumulated Profit/(Loss) 61,730 18,132 19,166 6,642

66,730 23,132 24,166 11,642

67,131 23,533 24,567 12,043

19. RetiRement BeneFit oBligAtion

Present Value of Unfunded Gratuity 6,961 6,377 – –

Total Present Value of the Obligation 6,961 6,377 – –

Provision for Retiring Gratuity

At the beginning of the Year 6,377 5,172 – –

Current Service Costs 477 479

Interest Cost 746 567 – –

Actuarial (Gains)/Losses (552) 622 – –

7,048 6,840 – –

Payments during the Year (87) (463) – –

At the end of the Year 6,961 6,377 – –

The Expense is recognized in the following items in the Income Statement

Administrative Expenses 671 1,667 – – The Subsidiary Company has computed the retirement benefit obligation as at year end based on the gratuity formula method.

The key assumption used as follows:

Discount Rate 12%Salary Increment Rate 10%Retirement Age 55 Years



Group Company


2011Rs. ’000

2012Rs. ’000

2011Rs. ’000

20. Amounts Due to RelAteD ComPAnies

E.B. Creasy & Company PLC 1,134 7 – 7

21. tRADe AnD otheR PAyABles

Accrued Expenses 2,665 2,076 1,211 1,000

SNC Payable 17 17 17 17

Other Creditors 602 282 – –

3,284 2,375 1,228 1,017

22. inteRest-BeARing BoRRowings

Due within One Year

Short-Term Loan 83,498 123,826 – –

83,498 123,826 – –

Liability to Lessor – – – –

83,498 123,826 – –

The bills payable to Hatton National Bank PLC and National Development Bank by subsidiary Pettah Pharmacy (Pvt) Ltd., secured over the title of goods to be imported.

23. RelAteD PARty tRAnsACtions

23.1 identification of Related Parties

The Company has a related party relationship with its Parent Company, Affiliated Companies and with its Directors.

23.2 transactions with Key management Personnel Loans to Directors No loans have been given to the Directors of the Company. Key Management Personnel Compensation Key Management Personnel comprise the Directors of the Company and the details of compensation are stated on Note 7 to the Financial Statements. Directors emoluments incurred during the year ended 31st March, 2012 amounted to Rs. 4,377,000/-.



23.3 The Group has a related party relationship with its related Group companies. The following transactions were carried out with related parties during the year ended 31st March, 2012.

Related Party Name of Directors Nature of the Transaction Value

Rs. ‘000

OutstandingBalance as at

31.03.2012Rs. ‘000

Corporate Managers & Secretaries Ltd.

P. Pathmarajah Secretarial ChargesRegistrar’s Fees

1,165 411

Affiliated Company 2,598

Pettah Pharmacy (Pvt) Ltd. S.D.R. Arudpragasam Interest Income 9,975

Subsidiary Company P. Pathmarajah Management Fee 2,000

R.N. Bopearatchy Loan granted during the Year 10,000

R.C.A. WelikalaA.R. RasiahS.N.P. PalihenaP.M.A. Sirimane

Loan Receivable 60,000

E.B. Creasy & Company PLC S.D.R. Arudpragasam Reimbursement of Expenses 3

R.N. BopearatchyR.C.A. WelikalaP.M.A. SirimaneA.R. RasiahS.N.P. Palihena

Sale of Software 1,134 1,134

York Arcade Holdings PLCAffiliated Company

S.D.R. Arudpragasam Rent Expenditure Paid by - Subsidiary 1,638

This Note should be read in conjunction with Notes 15 and 20 to these Financial Statements.

23.4 According to Sri Lanka Accounting Standard 30 (Revised 2005) - ‘Related Party Disclosures’, Key Management Personnel are those having authority and responsibility for planning, directing and controlling the activities of the entity. Accordingly, the Board of Directors (including Executive and Non-Executive Directors) have been classified as Key Management Personnel.

(i) Loans to the DirectorsNo Loans have been granted to the Directors of the Company.

(ii) Other Transactions with Key Management PersonnelThere were no other transactions with Key Management Personnel other than those disclosed in Note 23.3.



24. CAPitAl exPenDituRe Commitments

There were no material capital expenditure committed for by the Company as at 31st March, 2012.

25. events oCCuRRing AFteR BAlAnCe sheet DAte

No circumstances have arisen since the Balance Sheet date which would require adjustments to or disclosure in the Financial Statements.

26. Contingent liABilities

There were no any material contingent liabilities which would require adjustments to or disclosure in the Financial Statements.

27. going ConCeRn

The Directors are of the opinion that the going concern assumption is appropriate in the preparation of Financial Statements.

28. suBstAntiAl shAReholDeR in the ComPAny

E.B. Creasy & Company PLC holds 51.26% of the issued share capital of the Company.



share information

DistRiBution oF shAReholDings As At 31st mARCh, 2012

31st March, 2012 31st March, 2011

ShareholdingsNo. of

ShareholdersTotal

Shareholdings %No. of

ShareholdersTotal

Shareholdings %

1 - 1,000 1,177 567,378 0.20 887 402,704 0.14

1,001 - 10,000 1,347 6,607,558 2.33 914 4,678,343 1.65

10,001 - 100,000 622 21,604,041 7.63 440 16,762,480 5.93

100,001 - 1,000,000 80 21,702,150 7.67 75 24,869,800 8.79

Over 1,000,000 6 232,518,873 82.16 8 236,286,673 83.49

Total 3,232 283,000,000 100.00 2,324 283,000,000 100.00

Categories of Shareholders

Individuals 3,155 46,613,973 16.47 2,275 119,946,123 42.38

Institutions 77 236,386,027 83.53 49 163,053,877 57.62

Total 3,232 283,000,000 100.00 2,324 283,000,000 100.00

mARKet vAlue

The market value of an ordinary share of Muller & Phipps (Ceylon) PLC

2011/12Rs.

2010/11Rs.

Highest Price 4.30 3.50

Lowest Price 1.80 0.80

Year end Price 1.90 2.40

FinAnCiAl stAtistiCs

Earnings/(Loss) per Share 0.15 0.09

Net Assets per Share 0.53 0.38

PuBliC holDing

The percentage of shares held by the public as at 31st March, 2012 was 21.56% (31.03.2011 - 22.6%).


share information

toP 20 shAReholDeRs (oRDinARy)

31.12.2012 31.03.2011

No. of Shares % No. of Shares %

1. E.B. Creasy & Company PLC 145,061,773 51.26 145,061,773 51.26

2. National Development Bank PLC/T. Senthilverl 76,549,600 27.05 NIL NIL

3. Getz Bros. & Co. Inc. 3,675,000 1.30 3,675,000 1.30

4. Hexagon Holdings (Pvt) Ltd. 3,650,000 1.29 7,085,000 2.50

5. Mr. Ajith Krishantha Palliya Guruge Don 2,529,100 0.89 610,700 0.22

6. Richard Pieris Financial Services (Pvt) Ltd./ T.R. Moonemalle 1,053,400 0.37 NIL NIL

7. Pan Asia Banking Corporation PLC/ Mr. S.R. Jayawickrema & S.N. Jayawickrema 1,000,000 0.35 1,000,000 0.35

8. Mrs. Moreen Grace Dissanayake Perera 1,000,000 0.35 1,000,000 0.35

9. Mr. Mohamed Makeen Mohamed Mizver 850,501 0.30 1,000,000 0.35

10. Mr. Sajid Hussein Makeen 702,700 0.25 900,000 0.32

11. Mr. Buwaneka Tissa Prathapasinghe and Mrs. Uma Kumari Prathapasinghe 700,000 0.25 700,000 0.25

12. Mr. Hikkaduwage Prasanna Desapriya Fernando 700,000 0.25 NIL NIL

13. Mr. Abhayagunawardhanalage Nilantha Pradeep Abhayagunawardhana 680,100 0.24 680,100 0.24

14. Mr. Mohamed Milfer Mohamed Makeen 674,100 0.24 NIL NIL

15. Mr. Anura Neilan William 500,000 0.18 500,000 0.17

16. Pan Asia Banking Corporation PLC/ Aruna Entrprises (Pvt) Ltd. 500,000 0.18 500,000 0.17

17. Mr. Hilary Ayomal Fernando 500,000 0.18 500,000 0.17

18. Mr. Kunjithapatham Laveendrakumar 493,000 0.17 444,500 0.15

19. Mr. Shantha Siriwardana and Mrs. Dayani Wickramarathna Siriwardena 466,400 0.16 577,500 0.20

20. Commercial Bank of Ceylon PLC/ A.A.D.D.S. Saparamadu 450,100 0.16 450,000 0.15

Total 241,735,774 85.42 164,684,573 58.15


ten year summary - group20

02/0

3Rs

. ’00

020

03/0

4Rs

. ’00

020

04/0

5Rs

. ‘00

020

05/0

6Rs

. ‘00

020

06/0

7Rs

. ‘00

020

07/0

8Rs

. ‘00

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08/0

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09/1

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10/1

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. ‘00

020

11/1

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Trad

ing

Resu

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Turn

over

168,

494

180,

183

205,

744

231,

166

237,

559

294,

389

306,

110

340,

524

383,

232

427,

527

Prof

it/(L

oss)

Bef

ore

Tax

(7,4

84)

3,45

618

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17,9

8215

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8,27

031

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31,0

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52,4

81

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tion

(321

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(3,4

39)

(4,8

68)

(3,8

57)

(5,3

81)

(11,

296)

(11,

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(13,

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(8,8

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er T

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456

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20,6

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Ass

ets

Empl

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Prop

erty

, Pla

nt &

Equ

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2,99

22,

516

2,65

42,

716

6,01

46,

308

5,98

46,

066

5,71

57,

073

Inve

stm

ents

562

41,2

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1212

––

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31,9

25

Net

Cur

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Ass

ets

(Lia

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ies)

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60,1

95)

(251

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27,0

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53,9

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93,9

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6,83

8

Shar

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Fun

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75,0

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69,0

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7,00

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9,57

218

9,57

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9,57

283

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83,0

00

Rese

rves

(373

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)(3

70,2

50)

(355

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)(2

88,5

72)

(277

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)(2

74,2

05)

(253

,536

)(2

34,1

96)

23,5

3367

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Non

-Cur

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Lia

bilit

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46,7

7237

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31,7

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4,22

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3,71

812

4,74

912

4,94

612

4,58

76,

377

6,96

1

Fina

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Pre-

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Prof

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urno

ver (

%)

(4.4

4)1.

928.

757.

786.

462.

8110

9.11

10.0

112

.28

Pre-

Tax

Prof

it: S

hare

hold

er’s

Fu

nds

(%)

(2.5

1)(1

.17)

(5.1

9)(1

0.48

)(9

.58)

(4.8

2)(1

5)(0

.70)

0.36

0.35

Liqu

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y

Curr

ent A

sset

s: C

urre

nt L

iabi

litie

s0.

210.

230.

281.

311.

341.

292

1.59

1.68

2.02

Oth

ers

Earn

ing

Per S

hare

(Rs

.)(1

.30)

0.58

2.43

0.35

0.21

0.04

0.15

0.14

0.09

0.15

Net

Ass

ets

Per S

hare

(Rs

.)(4

9.78

)(4

9.04

)(4

6.78

)(4

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2.96

1.20

(0.4

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0.38

0.53

Mar

ket V

alue

Per

Sha

re (

Rs.)

1.25

0.80

9.00

1.30

1.00

1.00

0.50

1.00

2.40

1.90

Mar

ket

Capi

taliz

atio

n7,

500

4,80

054

,000

49,4

0054

,000

70,5

5514

1,57

218

9,57

267

9,20

053

7,70

0


Notice is hereby given that the Forty-Seventh Annual General Meeting of Muller & Phipps (Ceylon) PLC will be held at the Grand Oriental Hotel, No. 2, York Street, Colombo 01, on Tuesday, 26th June, 2012 at 9.30 a.m. for the following purposes:

1. To receive and consider the Annual Report of the Board of Directors and the Statements of Accounts for the year ended 31st March, 2012 with the Report of the Auditors thereon.

2. To re-elect as a Director, Mr. R.C.A. Welikala who retires in accordance with Articles 83 and 84 of the Articles of Association.

3. To re-elect as a Director, Mr. P.M.A. Sirimane in accordance with Article 90 of the Articles of Association.

4. To re-elect as a Director, Mr. A.R. Rasiah in accordance with Article 90 of the Articles of Association.

5. To re-elect as a Director, Mr. S.N.P. Palihena in accordance with Article 90 of the Articles of Association.

6. To reappoint Mr. R.N. Bopearatchy, who is over seventy years of age, as a Director.

A Special Notice has been received from a shareholder of the intention to pass a resolution which is set out below in relation to his reappointment (see Note No. 4 below).

7. To reappoint as Auditors, KPMG, Chartered Accountants and authorize the Directors to determine their remuneration.

By Order of the Board,

Corporate Managers & Secretaries (Private) Ltd.Secretaries

Colombo23rd May, 2012

Notes:1. A member of the Company who is entitled to attend

and vote may appoint a proxy to attend and vote

instead of him or her. A proxy need not be a member of

the Company.

2. A Form of Proxy is enclosed with this Report.

3. The instrument appointing a proxy must be deposited

at the Registered Office of the Company’s Secretaries at

No. 8-5/2, Leyden Bastian Road, York Arcade Building,

Colombo 1, not less than forty-eight hours before the

time fixed for the meeting.

4. A Special Notice has been received by the Company

from a shareholder giving notice of the intention to

move the following Resolution as an Ordinary Resolution

at the Annual General Meeting:

Resolved -

“That Mr. R.N. Bopearatchy who is over seventy years

of age is hereby reappointed a Director of the Company

and it is further specially declared that the age limit

of seventy years referred to in Section 210 of the

Companies Act No. 7 of 2007 shall not apply to the said

Director, Mr. R.N. Bopearatchy.”

notice of meeting

Muller & Phipps (Ceylon) PLC | Annual Report 2011/12

Form of Proxy

I/We ................................................................................................................................................................................................

of .....................................................................................................................................................................................................

being a member/members of MULLER & PHIPPS (CEYLON) PLC hereby appoint ……..............................................................

.................................................................................. of ..................................................................................... or failing him.

1. Sri Dhaman Rajendram Arudpragasam of Colombo or failing him

2. Ponnambalam Pathmarajah of Colombo or failing him

3. Ranjit Noel Bopearatchy of Colombo or failing him

4. Rohan Chrisantha Anil Welikala of Colombo or failing him

5. Parakrama Maithri Asoka Sirimane of Colombo or failing him

6. Albert Rasakantha Rasiah of Colombo or failing him

7. Shanthikumar Nimal Placidus Palihena of Colombo as my/our proxy to represent me/us and to vote on my/our behalf at the Annual General Meeting of the Company to be held on 26th June, 2012 at 9.30 a.m., and at any adjournment thereof and at every poll which may be taken in consequence of the aforesaid meeting.

For Against

1. To receive and consider the Annual Report of the Board of Directors and the Statement ofAccounts for the year ended 31st March, 2012, with the Report of the Auditors thereon.

2. To re-elect Mr. R.C.A. Welikala as a Director

3. To re-elect Mr. P.M.A. Sirimane as a Director

4. To re-elect Mr. A.R. Rasiah as a Director

5. To re-elect Mr. S.N.P. Palihena as a Director

6. To reappoint Mr. R.N. Bopearatchy as a Director

7. To reappoint as Auditors, KPMG, and authorize the Directors to determine their remuneration.

Signed this .............. day of .................... Two Thousand and Twelve.

..............................................................Signature of Shareholder(s)

Instructions as to completion are stated on the reverse hereof.

Muller & Phipps (Ceylon) PLC | Annual Report 2011/12

Form of Proxy

Note: Please delete the inappropriate words.A proxy need not be a member of the Company. If no words are deleted or there is in the view of the proxy doubt (by reason of the way in which instructions contained in the proxy form have been completed) as to the way in which the Proxy should vote, the Proxy will vote as he thinks fit.

INSTRUCTIONS AS TO COMPLETION1. Please perfect the Form of Proxy, after filling in legibly your full name and address by signing in the space

provided and filling in the date of signature.

2. In the case of Company/Corporation, this Form of Proxy must be executed either under its Common Seal or by its Attorney or by an Authorized Officer on behalf of such Company/Corporation duly authorized in writing.

3. In the case of a proxy signed by an Attorney, the relative Power of Attorney should also accompany the completed Form of Proxy for registration, if such Power of Attorney has not been Registered with the Company.

4. The completed Form of Proxy should be deposited at the Registered Office of the Company’s Secretaries, Corporate Managers & Secretaries (Pvt) Ltd., No. 8-5/2, Leyden Bastian Road, Colombo 01, not less than 48 hours before the time appointed for the holding of the meeting.

Corporate Information

Name of CompanyMuller & Phipps (Ceylon) PLC

Status & Legal Form A public quoted company with limited liabilityincorporated in Sri Lanka on 8th May, 1964under the Companies Ordinance No. 51 of 1938

Company Registration No.PQ 177

Registered OfficeNo. 27-3/1, Leyden Bastian Road,York Arcade BuildingColombo 01

Stock Exchange ListingThe issued ordinary shares of Muller & Phipps (Ceylon) PLC are listed with the Colombo Stock Exchange of Sri Lanka.

Board of Directors S.D.R. Arudpragasam - ChairmanP. PathmarajahR.C.A. WelikalaR.N. BopearatchyP.M.A. Sirimane (Appointed w.e.f. 05.10.2011)A.R. Rasiah (Appointed w.e.f. 15.02.2012)S.N.P. Palihena (Appointed w.e.f. 15.02.2012)

Secretaries Corporate Managers & Secretaries (Private) LimitedNo. 8-5/2, Leyden Bastian Road,York Arcade Building, Colombo 01.

AuditorsKPMG Chartered Accountants,No. 32 A, Sir Mohamed Macan Markar Mawatha,Colombo 03.Tel : 5426426Website : www.lk.kpmg.com

LawyersJulius & CreasyNo. 41, Janadhipathi MawathaColombo 01.

BankersHatton National Bank PLC

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