2023 | 2024
ACME PRINTING & PACKAGING PLC
E x c e l l e n c e i n P r i n t i n g & P a c k a g i n g R e d e f i n e d
CONTENTS
01 | Corporate Information | 04 |
02 | Notice of Meeting | 05 |
03 | Profiles of Board of Directors | 07 |
04 | Chairman's Statement | 09 |
05 | Corporate Governance | 10 |
06 | Management Discussion & Analysis | 34 |
07 | Audit Committee Report | 36 |
08 | Remuneration Committee Report | 39 |
09 | Related Party Transactions Review Committee Report | 40 |
10 | Enterprise Risk Management | 42 |
11 | Annual Report of the Board of Directors on the Affair of the Company | 44 |
12 | Responsibility Statement of Executive Chairman and Chief Financial Officer | 48 |
13 | Statement of Directors' Responsibilities in Relation to Financial Statements | 49 |
FINANCIAL REPORTS | ||
14 | Independent Auditors' Report | 52 |
15 | Statement of Profit or Loss and Other Comprehensive Income | 55 |
16 | Statement of Financial Position | 56 |
17 | Statement of Changes in Equity | 57 |
18 | Statement of Cash Flows | 58 |
19 | Notes to the Financial Statements | 59 |
20 | Real Estate Portfolio | 99 |
21 | Five Year Summary | 100 |
22 | Shareholders' Information | 101 |
23 | Notes | 103 |
24 | Form of Proxy | 106 |
25 | Instructions for Completion of Form of Proxy | 108 |
About Us
We are a public quoted company and the leading flexible packaging manufacturer in Sri Lanka, providing quality flexible packaging solutions for a period spanning nearly 75 years. Our continuous efforts to enhance our standards have resulted in the Company achieving the ISO certification since year 2000 and today we are an ISO: 9001-2015, ISO: 22000-2018, FSMS, Q.M.S and FSSC-22000 Version 5.1 certified Company.
2 | ACME Printing & Packaging PLC | |
MISSION
To become the major supplier of packaging material in
Sri Lanka and be the leader of our chosen business through continuous search for Excellence.
VISION
ACMETo be VISIONthe preferred dynamic provider of
To be the prefflerredxibledynamicpackagingprov der of
flexible packaging solutions.
solutions.
CORPORATE INFORMATION
NAME OF THE COMPANY
ACME Printing and Packaging PLC
LEGAL FORM
A Public Quoted Company with limited liability incorporated Under the provisions of Company Act No. 7 of 2007.
DATE OF INCORPORATION
20th December 1949
COMPANY REGISTRATION NO.
PQ 196
SUBSIDIARY COMPANY
ACME Packaging Solutions (Private) Limited
A Fully owned Subsidiary Company with limited liability incorporated Under the provisions of Companies Act No. 7 of 2007.
DATE OF INCORPORATION
12th October 2006
COMPANY REGISTRATION NO.
PV 7432
DIRECTORS
- A. Hettiarachchy
- S. D. R. Arudpragasam
- A. Rajaratnam
- P. S. Goonewardene
- G. K. B. Dasanayaka
- A. C. S. Jayaranjan
- P. M. A. Sirimane
- J. M. Swaminathan
- H. K. P. Jayasuriya
REGISTERED OFFICE #98, Sangaraja Mawatha, Colombo 10.
Tel : +94 - 11 - 5566000
Fax : +94 - 11 - 2807480
E-mail: info@acmelk.com
Web : www.acmelk.com
FACTORIES
Factory & Office - Piliyandala
#318, Gonamaditta Road, Piliyandala, Sri Lanka.
Tel | : +94 | 11 | 4368468, +94 - 11 - 4641818 |
Fax | : +94 | 11 | 4209830, |
E-mail: info@acmelk.com
Factory & Office - Pannala
Katugampola Industrial Estate (West)
Makandura, Gonawila, Sri Lanka
Tel | : +94 | 31 | 2298201-2, |
Fax | : +94 | 31 | 2298165, |
E-mail: solutions@acmelk.com
SECRETARIES
S S P Corporate Services (Private) Limited
101, Inner Flower Road,
Colombo 03.
EXTERNAL AUDITORS
KPMG,
Chartered Accountants,
P. O. Box 186,
Colombo 03.
BANKERS
- National Development Bank PLC
- Hatton National Bank PLC
- Sampath Bank PLC
- Seylan Bank PLC
- Nations Trust Bank PLC
- People's Bank
- Commercial Bank of Ceylon PLC
- Amana Bank PLC
LAWYERS
Julius & Creasy
No. 371, R.A. de Mel Mawatha,
Colombo 03.
4 | ACME Printing & Packaging PLC | |
NOTICE OF MEETING
ACME PRINTING AND PACKAGING PLC
Notice is hereby given that the Seventy Fifth Annual General Meeting of Acme Printing and Packaging PLC (the 'Virtual AGM') will be held via Online meeting platform at 09.30 a.m.(Sri Lanka time) on Wednesday 09th October 2024 for the purpose of transacting the following items of business:
AGENDA
- To receive and consider the Audited Financial Statements for the year ended 31st March 2024 together with the Annual Report of the Board of Directors and of the Auditors thereon.
- To re-elect as a Director Mr. P.M.A. Sirimane, who retires by rotation in terms of Article 84 and 85 of the Articles of Association as recommended by the Board of Directors.
- To consider and if thought fit to pass the following Ordinary Resolution pertaining to the re-appointment of Dr. J. M. Swaninathan, as a Director who is over 70 years of age, in compliance with Section 211 of the Companies Act No.7 of 2007; and whose reappointment is recommended by the Board of Directors
ORDINARY RESOLUTION
"That the age limit of 70 years referred to in Section 210 of the Companies Act, No.7 of 2007 shall not apply to Dr. Jayantha Mootatamby Swaminathan, Director who is 83 years of age (having reached 70 years of age on 9th January 2011) and accordingly that Dr. Jayantha Mootatamby Swaminathan
Annual Report 2023/24
be and is hereby re-appointed a Director of the Company in terms of Section 211 of the Companies Act No.7 of 2007".
4. To consider and if thought fit to pass the following Ordinary Resolution pertaining to the re- appointment of Mr. A. Hettiarachchy, as a Director who is over 70 years of age, in compliance with Section 211 of the Companies Act No.7 of 2007; and whose reappointment is recommended by the Board of Directors.
ORDINARY RESOLUTION
"That the age limit of 70 years referred to in Section 210 of the Companies Act, No.7 of 2007 shall not apply to Mr. Ariyawansa Hettiarachchy, Director who is 75 years of age (having reached 70 years of age on 21st January 2019) and accordingly that Mr. Ariyawansa Hettiarachchy be and is hereby re-appointed a Director of the Company in terms of Section 211 of the Companies Act No.7 of 2007".
5. To consider and if thought fit to pass the following Ordinary Resolution pertaining to the re-appointment of Mr. S.D.R. Arudpragasam, as a Director who is over 70 years of age, in compliance with Section 211 of the Companies Act No.7 of 2007; and whose reappointment is recommended by the Board of Directors.
5
ORDINARY RESOLUTION
"That the age limit of 70 years referred to in Section 210 of the Companies Act, No.7 of 2007 shall not apply to Mr. Sri Dhaman Rajendram Arudpragasam, Director who is 73 years of age (having reached 70 years of age on 16th August 2021) and accordingly that Mr. Sri Dhaman Rajendram Arudpragasam be and is hereby re-appointed a Director of the Company in terms of Section 211 of the Companies Act No.7 of 2007".
6. To consider and if thought fit to pass the following Ordinary Resolution pertaining to the re- appointment of Mr. A.C.S. Jayaranjan, as a Director who is over 70 years of age, in compliance with Section 211 of the Companies Act No.7 of 2007; and whose reappointment is recommended by the Board of Directors.
ORDINARY RESOLUTION
"That the age limit of 70 years referred to in Section 210 of the Companies Act, No.7 of 2007 shall not apply to Mr. Anthony Crossette Selvanayagam Jayaranjan, Director who is 74 years of age (having reached 70 years of age on 8th October 2019) and accordingly that Mr. Anthony Crossette Selvanayagam be and is hereby re-appointed a Director of the Company in terms of Section 211 of the Companies Act No.7 of 2007".
7. To consider and if thought fit to pass the following Ordinary Resolution pertaining to the re-appointment of Mr. G.K.B. Dasanayaka, as a Director who is 70 years of age, in compliance with Section 211 of the Companies Act No.7 of 2007; and whose reappointment is recommended by the Board of Directors
ORDINARY RESOLUTION
"That the age limit of 70 years referred to in Section 210 of the Companies Act, No.7 of 2007 shall not apply to Mr. Gotabaya Kiri Bandara Dasanayaka Director, who is 70 years of age (having reached 70 years of age on 27th February 2024) and accordingly that Mr. Gotabaya Kiri Bandara Dasanayaka be and is hereby re-appointed a Director of the Company in terms of Section 211 of the Companies Act No.7 of 2007".
- KPMG, Chartered Accountants who are deemed to have been re-appointed as Auditors in terms of Section 158 of the Companies Act No. 07 of 2007.
- To authorize the Board of Directors to determine contributions to charities.
By Order of the Board of Directors of
ACME Printing & Packaging PLC.
(PRIVATE) LIMITED
Colombo
30th August 2024
- A shareholder entitled to attend and vote at the above mentioned meeting is entitled to appoint a proxy to attend and vote instead of him/her. Such proxy need not be a Shareholder of the Company.
- A Form of Proxy is enclosed.
- The completed Form of Proxy should be deposited at the Registered Office of the Company, No.98, Sri Sangaraja Mawatha, Colombo 10, not later than 48 hours before the time appointed for the holding of the meeting.
6 | ACME Printing & Packaging PLC | |
BOARD OF DIRECTORS
MR. A. HETTIARACHCHY
[C.Eng, MIEE, MIProdE, MIChemE]
Executive Chairman
Mr. Hettiarachchy was appointed to the Board on the 12th January 2022 and as the Executive Chairman on 15th January 2022.
Mr. Hettiarachchy is a Chartered Chemical Engineer. He is Chairman of the Board of ISL Services Limited, Deputy Chairman of Lankem Ceylon PLC and a Director of Sri Lanka
Institute of Nano Technology. He is a Board Member of Central Industries PLC and serves as the Chairman of its Audit Committee. He has served on the Boards of Richard Pieris Finance Ltd, Hayleys PLC and functioned as Managing Director on the Boards of Haycarb PLC, Recogen Limited and Puritas Limited and also served on several other subsidiaries of Haycarb PLC and Hayleys PLC both in Sri Lanka and Overseas.
He was also a Board Member of the National Science Foundation, Coconut Research Institute, Member of the National Nano Committee, Chief of Research and Engineering Systems - Sri Lanka Institute of Nano Technology, and a member of several advisory Boards of the NSF.
MR. S. D. R. ARUDPRAGASAM
[FCMA (UK)]
Non-Executive Director
Mr. S. D. R. Arudpragasam was appointed to the Board on 12th January 2022.
Mr. S. D. R. Arudpragasam whilst being associated with The Colombo Fort Land & Building Group of companies since 1982 and having served on the Board of The Colombo Fort Land & Building PLC (CFLB) since the year 2000 and as Deputy Chairman from 2011 was appointed Chairman CFLB with effect from 1st July 2022. He also serves as Chairman of several subsidiaries of The Colombo Fort Land and Building PLC including Chairman Lankem Ceylon PLC, Chairman/ Managing Director of E.B. Creasy & Company PLC in addition to serving on the Boards of other companies in the CFLB Group.
Mr.Arudpragasam is a Fellow of the Chartered Institute of Management Accountants (UK).
Annual Report 2023/24
MR. ANUSHMAN RAJARATNAM
[B.Sc (Hons.), CPA, MBA]
Non-Executive Director
Mr. Anushman Rajaratnam was appointed to the Board on 30th November 2021.
He is the Group Managing Director of The Colombo Fort Land & Building PLC (CFLB), in addition, he serve on the boards of several subsidiary companies including Lankem Ceylon PLC. Prior to joining the CFLB group, he worked overseas for a leading global Accountancy Firm.
MR. P. SUREN GOONEWARDENE
BBA(Aus.), CPA(Aus.), FCMA (SL), FCIM (UK)
Non-Executive Director
Mr. Suren Goonewardene was appointed to the Board on 30th November 2021.
He holds a bachelor's degree in Business Accounting from Monash University Australia, Member of the Certified Practicing Accountants-Australia and is a Fellow Member of the Chartered Institute of Marketing U.K. and Certified Management Accountants of Sri Lanka.
He is the Managing Director of Lankem Ceylon PLC since August 2020. He has functioned in the capacity of Chairman and Managing Director, Bharti Airtel Lanka Limited, Chief Operating Officer, Dialog Television and Fixed Line Services, Group Managing Director, Lanka Bell Limited and has also served on the Boards of Ceylon Shipping Corporation and the Civil Aviation Authority of Sri Lanka. He was a Council Member of the Employers' Federation of Ceylon and a former Vice President of the Indian Chamber of Commerce in Sri Lanka. He currently serves on the Boards of Associated Motor Finance PLC, First Guardian Equities Limited, and Dawi Investment Trust (Private) Limited.
Mr. Goonewardene's experience spans across multiple industries and possess expertise in the fields of Telecommunication, Information Technology, Strategic Planning, Organizational Restructuring, Investment/ Credit Management, Finance, Marketing & Sales, General Management and Business Consultancy.
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MR. G. K. B. DASANAYAKA
[Attorney-at-Law]
Independent Non-Executive Director
Mr. Gotabaya Dasanayaka was appointed on the Board on 15th May 2015.
He is an Attorney at Law by profession, worked for the International Labour Organization (ILO) as the Senior Specialist, Employers Activities for the South Asian Region from 2007 to February 2015. Prior to joining the ILO he worked with the Employers' Federation of Ceylon (EFC) from 1979 and was the DirectorGeneral / CEO from 2000 to 2006. While at the EFC he specialized in Employment Law and Relations and had firsthand experience in dealing with key stakeholders on major labour issues, at operational and policy level. Since his retirement from the ILO he provides consultancy services in Employment Law and Employee Relations. Mr. G.K.B. Dasanayake resigned w.e.f. 28th September 2021 and reappointed w.e.f. 08th December 2021.
MR. A. C. S. JAYARANJAN
[FCA, FCMA (UK), CGMA]
Independent Non-Executive Director
Mr. A. C. S. Jayaranjan was appointed on the Board on 12th January 2022
He started his career as a professional at KPMG. Thereafter he has been working for over forty five years in the commercial and industrial sectors at senior managerial level. He was the Chief Accountant at James Finlay & Company PLC and Deputy Chief Executive Officer/Executive Director Shaw Wallace & Hedges PLC.
Mr. Jayaranjan then joined as the Group Finance Director of Pership Group and later joined John Keells Holdings PLC, as Senior Vice President, Head of Learning & Development.
His experience covers diverse areas in commerce and industry. Mr. Jayaranjan is a Fellow Member of the Institute of Chartered Accountants of Sri Lanka, and a Fellow Member of the Chartered Institute of Management Accountants (UK). He was a visiting lecturer for post graduate programs in management and finance.
MR. P.M.A. SIRIMANE
[FCA, MBA]
Independent Non-Executive Director
Mr. P.M.A. Sirimane was appointed to the Board on 30th November 2021.
He serves on the Board of The Colombo Fort Land & Building PLC (CFLB) and also serves on the Boards of several subsidiary companies in the CFLB Group. Amongst other senior positions he has functioned as Managing Director/ CEO of Mercantile Leasing Ltd., Group Finance Director of United Tractor & Equipment Ltd., Chief Finance Officer of Sri Lanka Telecom Ltd., and Director of SLT Hong Kong Ltd. He has served as a Member of several Committees of the
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Institute of Chartered Accountants of Sri Lanka and was an ex-officio member of the International Leasing Association.
Mr. P.M.A. Sirimane is a Fellow of the Institute of Chartered Accountants of Sri Lanka and also holds a Master's in Business Administration from the University of Swinburne, Victoria, Australia.
DR. J. M. SWAMINATHAN
[Attorney-at-Law, LLB(Ceylon), LLM, M.Phil.(Colombo) and LLD(Honoris Causa)]
Independent Non-Executive Director
Dr. J. M. Swaminathan was Appointed on the Board in August 2011.
He holds LLB (Ceylon), LLM, M.Phil.(Colombo) and LLD (Honoris Causa) Degrees and is an Attorney-at-Law with over 57 years in practice. He was the former Senior Partner of Messrs. Julius & Creasy. He is a Member of the Office for Reparations Sri Lanka. He has served as a Member of the Law Commission of Sri Lanka and Member of the Council of Legal Education and the Council of the University of Council. He is also a Member of the Company Law Advisory Commission and The Intellectual Property Law Advisory Commission. He is the Chairman of the Board of Studies of the Council of Legal Education and also a Consultant at the Institute of Advanced Legal Studies of the Council of Legal Education. He is a Member of the Visiting Faculty of the LLM Course of the University of Colombo. He is also an External Member of the Faculty of Law Board of the Sir John Kothalawala Defence University. He also serves on the Boards of several public and private companies.
MR. H. K. P JAYASURIYA
[FCIM (UK), MBA (WALES)]
Executive Director
Mr. Harith Jayasuriya appointed to the Board on 26th September 2022.
He was appointed as Chief Executive Officer of ACME Printing & Packaging PLC with effect from 7th March 2022 & appointed as a Executive Director with effect from 26th September 2022. He holds a Master of Business Administration from University of Wales and is a Fellow Member of the Chartered Institute of Marketing UK. He has functioned in the capacity of Group Director / Chief Marketing Officer at MAC Holdings Pvt Ltd, Director / Chief Executive Officer MAC Travels Pvt Ltd. He started his career at Coats Thread Lanka Pvt Ltd, a multinational company headquartered in UK. He was a Council Member of the Sri Lanka Australia New Zealand Business Council and a former President of the Sri Lanka Canada Business Council. Mr. Jayasuriya's experience spans over 20 years across multiple industries and possess expertise in the fields of Freight & Logistics, Travel & Tourism, Shipping & Aviation, Strategic Planning, Marketing & Sales, General Management and Business Consultancy.
ACME Printing & Packaging PLC
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