The Directors are pleased to present their report and the Audited Financial Statements of the Company, Sri Lanka Telecom PLC and the Group for the financial year 2019.
Sri Lanka Telecom (“SLT”) was formed by an Incorporation Order made under Section 2 of the State Industrial Corporations Act No. 49 of 1957 and published in the Extraordinary Gazette No. 596/11 of 6 February 1990. Subsequently, in terms of an order made by the Minister of Posts and Telecommunications (“the Minister”) on 24 July 1991 under Section 23 of the Sri Lanka Telecommunications Act No. 25 of 1991 and published in the Gazette No. 675 of 9 August 1991 all properties, rights and liabilities (other than those excluded by the agreement entered into between the Minister and SLT as per subsection 2 of Section 23 of the Sri Lanka Telecommunication Act) to which the Department of Telecommunications (“DoT”) was entitled or subject to immediately before the transfer date of 1 September 1991 were vested with SLT.
SLT was converted to a public limited company on 25 September 1996, under the Conversion of Public Corporations of Government Owned Business Undertakings into Public Limited Companies Act No. 23 of 1987, via Extraordinary Gazette No. 942/7 dated 25 September 1996 and the shares were listed in the Colombo Stock Exchange (“CSE”) in January 2003.
SLT was re-registered under the Companies Act No. 07 of 2007 as Sri Lanka Telecom PLC on 4 June 2007.
The Group provides a broad portfolio of telecommunication services across Sri Lanka, the main activity being domestic and international fixed and mobile telephone services. In addition, the range of services provided by the Group include, inter alia, internet services, IPTV, Wireless broadband, data services, domestic and international leased circuits, frame relay, satellite uplink and maritime transmission.
The Company’s interest in subsidiaries/joint ventures and their business activities are as follows:
|Name of the subsidiary/associate||Business activity|
|Mobitel (Pvt) Ltd.||Mobile telephone services|
|eChannelling PLC||Information infrastructure for the healthcare industry|
|Mobit Technologies (Pvt) Ltd.||Provider of software solutions|
|Sri Lanka Telecom (Services) Ltd.||Total network solutions|
SLT Digital Info Services (Pvt) Ltd.
Directory information, event management and activation and
|SLT Human Capital Solutions (Pvt) Ltd.||Human resource solutions|
|Talentfort (Pvt) Limited||Human resource solutions|
|SLT VisionCom (Pvt) Ltd.||IPTV support services|
|Sky Network (Pvt) Ltd.||Wireless broadband operations|
|SLT Property Management (Pvt) Ltd.||Management of SLT’s real estate resources|
|SLT Campus (Pvt) Ltd.||Higher Education|
|Galle Submarine Cable Depot (Pvt) Ltd.||Repair and maintenance of submarine telecommunication cable systems to third parties.|
A detailed review of the Company’s activities, the development of its businesses, and an indication of likely future developments are given under Management Discussion and Analysis.
In terms of Section 168 (1) (h) of the Companies Act No. 07 of 2007, the names of persons who held the office as Directors of the Company as at 31 December 2019 are given below;
|Name of Director||Position||Date of appointment||Date of re-election|
Mr P G Kumarasinghe Sirisena
(Resigned w.e.f. 06.01.2020)
|Chairman/INED||23 January 2015||13 May 2015|
|Mr Chan Chee Beng||NED||05 June 2008||12 May 2016|
|Mr Lawrence Paratz||INED||26 May 2010||12 May 2016|
|Ms Lai Choon Foong||NED||09 May 2014||24 May 2017|
|Ms Nilanthi Pieris||INED||03 February 2015||09 May 2018|
|Mr W K H Wegapitiya (Resigned w.e.f. 03.12.2019)||INED||02 December 2015||28 March 2019|
|Mr Kanishka Senanayake (Resigned w.e.f. 06.01.2020)||INED||17 September 2018||28 March 2019|
|Mr Pradeep Kumara (Resigned w.e.f. 17.01.2020)||NED||26 March 2019||–|
NED – Non-Executive Director
INED – Independent Non-Executive Director
Mr P G Kumarasinghe Sirisena and Mr Kansihka Senanayake tendered their resignation from the Board with effect from 6 January 2020. Mr Pradeep Kumara resigned from the Board with effect from 17 January 2020.
Mr Rohan Fernando was appointed as a Director and Chairman of the Company on 23 January 2020. Mr A K Seneviratne, Mr L M Seneviratne, Mr Mohan Weerakoon, PC and Mr Ranjith Rubasinghe were also appointed to the Directorate effective 23 January 2020.
Accordingly, the Directors of the Company as at date are as follows;
Brief profiles of the Directors are contained in the Board of Directors section in the Annual Report
In terms of the Articles of Association of the Company, the Directors are authorised to appoint any person to be a Director either to fill a casual vacancy or as an additional Director provided that the total number of Directors do not exceed the maximum number of Directors specified in the Articles of Association of the Company. The Directors appointed during the year will hold office only until the next Annual General Meeting (“AGM”) and will offer themselves for re-election.
In addition, one third of the Directors (or the number nearest to one third) retires by rotation at each AGM and offer themselves for reappointment by the shareholders.
Messrs Rohan Fernando, A K Seneviratne, L M Seneviratne, Mohan Weerakoon, PC and Ranjith Rubasinghe appointed to the Directorate on 23 January 2020 will offer themselves for reappointment in accordance with Article 97 of the Articles of Association of the Company.
Mr Lawrence Paratz, who has been longest in office since their last election, retire by rotation in terms of Articles 91 and 92 of the Articles of Association of the Company and being eligible offer himself for re-election.
In terms of Section 186 of the Companies Act, the Articles of Association of the Company, and the Listing Rules the following mandatory and voluntary subcommittees have been appointed by the Board to focus in detail on a particular issue.
Information relating to subcommittees is given under “Corporate Governance” on pages 95 and 93.
The Company maintains Directors’ and officers’ liability insurance which gives appropriate cover for any legal action brought against its Directors and officers.
An Interest Register is maintained by the Company as per the requirement of the Companies Act No. 07 of 2007. The Directors have made necessary declarations as provided in Section 192 (2) of the aforesaid Companies Act. The interest Register is available for Inspection by shareholders or their authorised representatives as required by Section 119 (1) (d) of the Companies Act No. 07 of 2007.
The Company carries out transactions in the ordinary course of business at commercial rates with entities in which a Director of the Company is the Chairman or Director of such entitles or holds substantial interest in such entitles.
The Directors have no direct or indirect interest in any contract or proposed contact with the Company for the year ended 31 December 2019 other than those disclosed in Note 32 to the Financial Statements.
The Directors have declared all material interest in contacts involving the Company and have refrained from voting on matters in which they have a material interest.
Transactions if any that could be classified as Related Party Transactions in terms of LKAS 24 “Related Party Disclosures’ are given in Note 32 to the Financial Statements.
The Company has complied with the Colombo Stock Exchange Listing Rule 9.3.2 and Code of Best Practice on Related Party Transactions under the Securities and Exchange Commission Directive issued under Section 13 (c) of the Securities and Exchange Commission Act.
The Related Party Transactions Review Committee (“RPT – RC”) reviews transactions carried out between related entitles except those set out in Rule 9.5 of the Listing Rules. The RPT – RC confirms that recurrent related party transactions carried out during the year does not exceed 10% of the equity or 5% of the total assets of the listed entity. In addition the aggregate value of the recurrent related party transactions does not exceed 10% of the gross revenue.
The Directors did not hold shares in the Company or its subsidiaries during the financial year under review.
|Number of shares|
|1 January 2019||31 December 2019|
|Chief Executive Officer||1,563||1,563|
The remuneration and other benefits received by the Directors are given in Note 7 to the Financial Statements on page 148 as required by Section 168 (1) (f) of the Companies Act.
The stated capital of the Company as at 31st December 2019 was LKR 18,048,600,000 divided into 1,804,860,000 ordinary shares. There were no changes to the issued capital of the Company during the year under review.
Details of the Company’s stated capital are set out in Note 28 to the Financial Statements.
The following shareholders held more than 5% of the issued shares as at 31 December 2019.
|Secretary to the Treasury (Government of Sri Lanka)||49.50%|
|Global Telecommunications Holdings N.V. of Netherlands||44.98%|
Given that the two controlling shareholders are considered “non-public”, the public free float has reduced to 5.52% of the shareholding. In view of the current situation, SLT is proposing the issue of a maximum of 89,766,198 new ordinary voting shares representing 4.74% of the issued share capital post Private Placement in order to comply with the rules on minimum public float issued by the Colombo Stock Exchange. The funds expected to be raised through the Private Placement will be utilised to restructure the debt portfolio of SLT.
Ordinary shareholders are entitled to receive notice and to attend and speak at any General Meeting of the Company. A shareholder entitled to attend and vote at a General Meeting may appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.
Every shareholder present in person or by proxy (or being a corporation present by a duly authorised representative) shall have one vote on a show of hands and one vote for every share held by him on a poll.
The Financial Statements of the Group and the Company have been prepared in accordance with Sri Lanka Accounting Standards (SLFRS/LKASs), laid down by The Institute of Chartered Accountants of Sri Lanka and comply with the requirements of the Companies Act No. 07 of 2007.
The significant accounting policies adopted by the Group and Company in preparing the Financial Statements are set out on Note 3 to the Financial Statements. These policies, and applicable estimation techniques, have been reviewed by the Directors who have confirmed them to be appropriate for the preparation of the consolidated Financial Statements for 2019.
The aforementioned Financial Statements for the year ended 31 December 2019 certified by the Group Chief Financial Officer and signed by two Directors are given on page 119 of this Report.
A statement by the Directors of their responsibilities for preparing the Financial Statements is included in the Statement of Directors’ Responsibilities on page 113 while the independent Auditors Report is set out on pages 114 to 117 of this report.
Results of the Company and of the Group are given in the Statement of Profit and Loss on page 118.
The movement of the reserves are given in the Statement of Changes in Equity on page 120 of the Annual Report.
The Directors recommend the payment of a first and final dividend of LKR 1.06 per share (2018 – LKR 1.06 per share) for the financial year ended 31 December 2019 payable on 6 August 2020 to the shareholders registered as at 15 July 2020, subject to the approval of the shareholders.
As required by Section 56 (2) of the Companies Act No. 07 of 2007, the Directors have signed a certificate stating that in their opinion the Company based on the information available satisfies the Solvency Test immediately after the dividend distribution is made and have obtained a Certificate from the Auditors in terms of Section 57 of the Companies Act.
The movements in property, plant and equipment during the year are set out in Note 14 to the Financial Statements. Current status of value of properties is disclosed on page 154.
Ernst & Young, (EY) Chartered Accountants served as the External Auditors of the Company during the year under review. The Audit fees payable and fees payable for non-audit services rendered are as follows:
|Fees for non-audit services||2||3|
SLT Group Audit Committee having considered EY’s performance and their independence recommend to the shareholders the reappointment of EY as the Auditors of the Company for the ensuing year.
Based on the written representation made by the Auditors the Directors are satisfied that the Auditors have had no interest or relationship with the Company or its subsidiaries other than that of external Auditors.
EY have expressed their willingness to continue in office. A resolution to reappoint them and to authorise the Directors to determine their remuneration will be proposed at the forthcoming Annual General Meeting.
The Directors confirm that to the best of their knowledge all taxes, duties and levies payable by the Company and subsidiaries, all contributions, levies and taxes payable on behalf of and in respect of the employees of the Company and its subsidiaries and all other known statutory dues as were due and payable by the Company and its subsidiaries as at the reporting date have been paid or where relevant provided for in the Financial Statements.
The Company has also ensured that it complied with the applicable laws and regulations including the Listing Rules of the Colombo Stock Exchange.
After making adequate enquiries from Management, the Directors are satisfied that the Company and its subsidiaries operate in a manner that minimises the detrimental effects on the environment and provides products and services that have a beneficial effect on the customers and the communities within which the Group operates.
The Directors have approved donations amounting to LKR 2.0 for charitable purposes for the year 2019. (2018 – LKR 2.0 Mn).
The employment policies of SLT cover issues such as diversity, employee well-being and equal opportunities. The Company takes its responsibility towards the physically disabled seriously and does not discriminate any employee or prospective employee based on physical disability. Employees who become disabled during their service at SLT will be retained in employment wherever possible and will be given rehabilitation and training.
The Group companies operate within a framework of Human Resource policies, practices and regulations appropriate to their market sector. Policies and procedures for recruitment, training, career development and the Code of Ethics for Employees promote equality of opportunity regardless of gender, sexual orientation, age, marital status, disability, race, religion or other beliefs and ethnic or national origin. The aim is to encourage a culture in which all employees have the opportunity to develop fully according to their individual abilities and the needs of the Group.
The number of persons employed by SLT and Group is given in Note 7 on page 149.
SLT is conscious of the direct and indirect impact on the environment due to its business activities. The Group endeavours to minimise the adverse effects on the environment and to ensure sustainable continuity of our natural resources. The activities undertaken by the Group in recognition of its responsibility as a corporate citizen are disclosed more fully on pages 69 to 73 of this Report.
Except for matters disclosed in Note 35 to the Financial Statements, there are no material events as at the date of the Auditors Report which require adjustments to or disclosure in the Financial Statements.
The Directors have reviewed the Company’s business plans and is satisfied that the Company has adequate resources to continue its operations in the foreseeable future to justify adopting the going concern basis in preparing the Financial Statements.
The AGM will be held at 10.00am. on 15 July 2020 at the Main Hall of the Bandaranaike Memorial International Conference Hall (BMICH), Bauddhaloka Mawatha, Colombo 07. Details of the Meeting and the resolutions to be proposed are set out in a separate Notice of Meeting which accompanies this Annual Report.
By order of the Board of Sri Lanka Telecom PLC
3 June 2020