C O N T E N T S
Corporate Information | 2 |
Chairman's Statement | 3-4 |
Report on the Affairs of the Company | 5-8 |
The Board of Directors | 9-11 |
Corporate Governance - Compliance Table | 12-13 |
Corporate Governance - Attendance of Directors at Meetings | 14 |
Corporate Governance - Remuneration & Audit Committee Report | 15 |
Corporate Governance - Related Party Transactions Review Committee Report | 16 |
Corporate Governance - Nominations & Governance Committee Report | 17 |
Material Foreseeable Risk Factors | 18 |
Directors' Responsibilities for the Preparation of the Financial Statements | 19 |
ESG Performance | 20 |
Statement of Value Added | 21 |
Independent Auditors' Report | 24-28 |
Statement of Profit or Loss & Other Comprehensive Income | 29 |
Statement of Financial Position | 30 |
Statement of Changes in Equity | 31 |
Statement of Cash Flows | 32 |
Notes to the Financial Statements | 33-73 |
Shareholders' and Investor Information | 74-75 |
Ten Year Financial Review | 76 |
Glossary of Financial Terminology | 77 |
Notice of Meeting | 78 |
Form of Proxy | Enclosed |
PGP Glass Ceylon PLC
CORPORATE Information
The Board of Directors
Mr. Vijay Shah - Chairman
Mr. Sanjay Jain - Executive Director & COO
Mr. Sanjay Tiwari
Dr. C.T.S.B Perera (Up to 25.04.2024)
Mr. R.M.S. Fernando (Up to 25.04.2024)
Mr. Mayura Fernando (From 25.04.2024)
Mrs. Aruni Goonetilleke (From 25.04.2024)
Audit Committee | |
Up to 25.04.2024 | From 25.04.2024 |
Mr. Sanjay Tiwari - Chairman | Mr. Mayura Fernando - Chairman |
Dr. C.T.S.B Perera | Mrs. Aruni Goonetilleke |
Mr. R.M.S. Fernando | Mr. Sanjay Tiwari |
Remuneration Committee | |
Up to 25.04.2024 | From 25.04.2024 |
Mr. Vijay Shah - Chairman | Mrs. Aruni Goonetilleke (Chairperson) |
Dr. C.T.S.B Perera | Mr. Mayura Fernando |
Mr. R.M.S. Fernando | Mr. Vijay Shah |
Related Party Transactions Review Committee | |
Up to 25.04.2024 | From 25.04.2024 |
Mr. Vijay Shah - Chairman | Mr. Mayura Fernando - Chairman |
Dr. C.T.S.B Perera | Mrs. Aruni Goonetilleke |
Mr. R.M.S. Fernando | Mr. Sanjay Tiwari |
Mr. Sanjay Jain |
Nominations and Governance Commitee (From 25.04.2024)
Mrs. Aruni Goonetilleke (Chairperson)
Mr. Mayura Fernando
Mr. Vijay Shah
Senior Management Team
Mr. Sanjay Jain - Executive Director & COO
Mr. Arun Khedwal - Genaral Manager and Head of Operations Mr. Palitha Piyanandana - Head of Supply Chain
Mrs. Niloni Boteju - Financial Controller
Mr. Thushara Deshapriya - Head of Domestic Marketing Mr. Damitha Dasanayake - Head of Export Marketing
Mr. Naveen Atapattu - Head of Engineering Services (Up to 30.04.2024) Mr. A.K.M.Fowzin - Head of Human Resources
Company Registration Number
PQ 190
Registered Office
148, Maligawa Road, Borupana, Ratmalana Telephone: +94 112 635 481-83/ +94 117 800 200 Fax:+94 112 635 484
E-mail: pgp.info@pgpfirst.com
Web: www.pgpglassceylon.com
Factories
Wagawatte Road, Poruwadanda, Horana.
Telephone: +94 344 938 965-67/ +94 347 800 200
Fax:+94 342 258 120
Madampe Road,Pahala Walahapitiya,Nattandiya
Telephone: +94 327 800 200 - 4
Fax:+94 322 255 193
Auditors
Statutory
Messrs. KPMG
Chartered Accountants
32 A, Sir Mohamed Macan Markar Mawatha,
Colombo 03.
Internal
Messrs. Ernst & Young Consulting Services (Pvt) Ltd
Rotunda Towers,
No. 109, Galle Road,
Colombo 03.
Bankers
Citi Bank, N.A
Commercial Bank of Ceylon PLC
People's Bank
Standard Chartered Bank
State Bank of India
Hatton National Bank PLC
Company Secretary and Senior Manager Legal
Mrs. Sagarika Weeraparackrama (Attorney-at-Law)
148, Maligawa Road, Borupana, Ratmalana
Telephone: +94 117 800 200 Ext: 604
Registrars
Messrs. P W Corporate Secretarial (Pvt) Ltd (Up to 09th January 2024)
No. 3/17, Kynsey Road, Colombo 08 Telephone: +94 114 897 711/ +94 114 640 360-3 Fax: +94 114 740 588
Messrs. Central Depository Systems (Pvt) Limited
(From 10th January 2024)
Ground Floor, M & M Center, 341/5, Kotte Road,
Rajagiriya.
Telephone: +94 112356444, +94 112356456
Fax:+94 112440396
Investor Relations
Mrs. Niloni Boteju - Financial Controller 148, Maligawa Road, Borupana, Ratmalana Telephone: +94 117 800 200 Ext: 615
Legal Advisors
Messrs. FJ&G de Saram
216, De Saram Place, Colombo 10 Telephone: +94 114 718 200
2 | Annual Report 2023/2024 |
Dear Shareholders,
On behalf of the Board of Directors, I extend a warm welcome to the 69th Annual General Meeting of PGP Glass Ceylon PLC (PGP) and share with you the achievements and progress we have made during the past year and the prospects for this year.
We have witnessed the continuation of the extraordinary turbulence in the Sri Lanka political and socio - economic landscape. The country faced credit rating downgrades resulting in a severe forex liquidity crisis, acute shortages were seen in fuel, medicine, cooking & industrial gas. Imports were restricted impacting manufacturing and economic activity adversely; the inflation reached an unprecedented level.
It looks like the current year has brought some economic stability, with availability of raw materials and energy remaining steady and moderate inflation. The appreciation of the currency is also a positive sign, indicating potential improvements in macroeconomic indicators.
However, post IMF engagement, the country had to implement reforms that had severe social implications and austerity measures impacting the common man.
Inthiscase,thehikeinexcisedutiesonspiritsandtheincrease in VAT rates have impacted consumer purchasing power, particularly for common citizens. Implementation of SSCL
PGP Glass Ceylon PLC
CHAIRMAN'S Statement
coupled with steep hike in Payee Tax, led to a drop in demand for all food & beverage products, resulting in production rationalization during the year for your company. Amidst the challenging operating environment, your company has managed to report a profit after tax (PAT) of LKR 2.93 Bn in F24 as against LKR 3.18 Bn in F23. However, the revenue saw a decline of 11% from LKR 20 Bn in F23 to LKR 17.82 Bn in F24. The major impact was from the domestic revenue which declined by 15% from LKR 14.01 Bn in F23 to LKR 11.94 Bn in F24 whilst the exports remained almost constant at LKR 5.87 Bn as against LKR 6.05 Bn in F23.
Despite the continuous challenges our Company ensured that our products were available to all our customers in the market without any compromise on product quality levels and customer service.
The Board of Directors have recommended a final dividend of 155% (LKR 1.55 per share) for the approval of the shareholders.
LOOKING AHEAD
The current scenario is uncertain as we see a severe drop in Domestic consumption in Alco-Bev segments.
As we face a slump in Domestic demand, our highest priority continues to maintain & grow the export markets mainly the premium markets like United States, Canada, Australia & India to improve the foreign exchange earnings both for the company as well as for the country which is the need of the hour. We have been addressing new markets and new product launches in premium specialty segments to improve our profitability.
We are working very closely with our customers, vendors
- Government authorities to ensure continuation of our operations, while taking care of our valuable and dedicated employees in this inflationary environment. We have continued with ex-gratia support this year as well to allow our employees to alleviate from the impact of the unprecedented inflationary cost suffering.
We have introduced digitalization solutions and hybrid work culture wherever possible to ensure unhampered working environment and customer service. We continue to make
Annual Report 2023/2024 | 3 |
PGP Glass Ceylon PLC
CHAIRMAN'S Statement
every effort to provide our customers with innovative and efficient solutions by offering new designs and value-added decorations.
We are committed to ensure uninterrupted supply of glass bottles to all customers and we believe that the country situation would gradually get back to normalcy. We will have to find unique ways to produce at higher efficiencies and lowest possible costs to remain competitive and sustainable in this unpredictable environment.
As they say - nothing lasts forever, this too shall pass. We are confident that we will get through with resilience and emerge stronger both as a Company and as a Country.
We wish to welcome our new directors - Mr. Mayura Fernando & Ms. Aruni Goonetilleke to the PGP Ceylon Board.
Mr. Mayura Fernando is a Fellow Member of The Institute of Chartered Accountants of Sri Lanka and a Fellow Member of the Chartered Institute of Management Accountants of the UK. He holds a Bachelor of Science (Applied Science) Degree from the University of Sri Jayewardenepura.
Mrs. Goonetilleke has a Master of Laws from Harvard Law School, Harvard University, USA and a Bachelor of Laws (Honors) from the Faculty of Law, University of Colombo. She is a founding member of the Association of Banking Risk Professionals of Sri Lanka and was a visiting lecturer in law at the Faculty of Law and the Department of Graduate Studies, University of Colombo.
APPRECIATION
We wish to place on record our sincere appreciation and gratitude to Dr. Bandula Pereira & Mr. Ranjith Fernando for their long-term association with the Board of PGP Glass and guiding the company with their valuable inputs and advice.
Dr. Perera joined the Company as its Managing Director in 1995 and continued serving as a Director even after the ownership change to Piramal Glass & PGP Glass. He has been associated with the organization for 29 long years.
Mr. Ranjith Fernando a specialist in the Banking, Finance & legal field, joined our Board in the year 2007 and has been a board member for the past 16 years. He has added much value & insight to the Audit & Risk committee.
Despite the many negative's shocks experienced, the inherent strength of our people, together with the professionalism and experience gained over the years has helped the company to remain resilient and face the challenges with optimism and positive attitude.
The performance of our company, during this eventful year, could not be achieved without the untiring efforts, dedication, and commitment of all our employees more so in these trying times. I take this opportunity to express my gratitude to them and their families for supporting these efforts. I also thank our valued customers for their unflinching patronage and support.
I also wish to convey my gratitude to the Board of Directors, for their valuable contribution and guidance during the past year. I also appreciate the leadership & management team for their valuable contribution during the financial year. I would fail in my duty if I do not thank our shareholders, for the confidence reposed in us. I also wish to thank PGP Glass Corporate Team from India for the help and cooperation always extended in managerial and operational aspects to the operations in Sri Lanka.
I take this opportunity to thank the various departments of the Government of Sri Lanka, Board of Investment, Ceylon Petroleum Corporation, Ceylon Electricity Board, Laugfs & Litro Gas, other institutions, all vendors, and clients that extended assistance to PGP Glass Ceylon. I thank you for your continued faith in us over the past years. We look forward to your support in the coming years too.
I would like to reiterate that our Company's path to excellence is deep rooted, which drives us towards creating long term value for all our stakeholders.
Thank you.
Warm regards,
Vijay Shah
Chairman - PGP Glass Ceylon PLC
25th April 2024
4 | Annual Report 2023/2024 |
PGP Glass Ceylon PLC
REPORT ON THE AFFAIRS of the Company
TO THE SHAREHOLDERS
The Board of Directors have pleasure in presenting the 69th Annual Report and the Audited Financial Statement of the Company for the year ended 31st March 2024.
REVIEW OF THE YEAR
The Chairman's statement describes in brief of the Company's affairs and the performance during the year and also mentions the events occurring after the reporting date.
SALES HIGHLIGHTS
In F24, the revenue saw a decline of 11% from Rs 20 Bn in F23 to Rs. 17.82 Bn in F24. The major impact was from the Domestic sales which declined by 15% from Rs. 14.01 Bn in F23 to Rs. 11.94 Bn in F24. The Exports remained almost constant at Rs. 5.87 Bn as against Rs. 6.05 Bn in F23.
TURNOVER | |||||
22, 000 | |||||
17, 000 | |||||
12, 000 | |||||
7, 000 | |||||
2, 000 | |||||
F | 20 | F 21 | F 22 | F 23 | F 24 |
R s . M n |
All figures in Rs. Mn
F20 | F21 | F22 | F23 | F24 | |
TURNOVER | 7,531 | 8,532 | 10,229 | 20,067 | 17,824 |
PRODUCTION HIGHLIGHTS
EXPORT TURNOVER
7, 000 | |||||||||
6, 000 | |||||||||
5, 000 | |||||||||
4, 000 | |||||||||
3, 000 | |||||||||
2, 000 | |||||||||
1, 000 | |||||||||
F | 20 | F | 21 | F | 22 | F | 23 | F | 24 |
R | s . M | n |
All figures in Rs. Mn
F20 | F21 | F22 | F23 | F24 | |
EXPORT | 2,300 | 2,647 | 2,959 | 6,055 | 5,879 |
Production in F24 was lower than F23. This was due to the management decision to curtail its production to facilitate lower domestic demand. However, by the end of the year production was back at full capacity. Whilst facing these challenges the company successfully developed and commercialized several new products in varied shapes & designs for Domestic as well as international customers.
PACKEDGLASSTONNAGE
95, 000 | |||||||||
90, 000 | |||||||||
85, 000 | |||||||||
80, 000 | |||||||||
75, 000 | |||||||||
70, 000 | |||||||||
65, 000 | |||||||||
60, 000 | |||||||||
To n n e s | |||||||||
F | 20 | F | 21 | F | 22 | F | 23 | F | 24 |
All figures in Tonnes
F20 | F21 | F22 | F23 | F24 | |
PACKED | 83,101 | 78,425 | 92,020 | 88,621 | 86,290 |
Annual Report 2023/2024 | 5 |
PGP Glass Ceylon PLC
REPORT ON THE AFFAIRS of the Company
OPERATING INCOME
The reduced turnover impacted the total Gross Profit Margin. The overall GP declined from Rs. 5,554 Mn to Rs. 5,275 Mn in F24. However, the GP percentage improved from 27.68% to 29.60%.
The PBT for the Year stood at Rs. 3,840 Mn in F24 as against Rs. 3,960 Mn in F23 whilst PAT slightly declined from 3,180 Mn in F23 to 2,939 in F24.
PB T | ||||||||||
4, 400 | ||||||||||
3, 400 | ||||||||||
2, 400 | ||||||||||
1, 400 | ||||||||||
400 | ||||||||||
F | 20 | F | 21 | F | 22 | F | 23 | F | 24 | |
R | s | M | n |
All figures in Rs. Mn
F20 | F21 | F22 | F23 | F24 | |
PBT | 495 | 1,191 | 2,336 | 3,960 | 3,840 |
PRINCIPAL ACTIVITY
Principal activity of the Company is the manufacturing and sale of Glass Containers.
The Company's ownership of Land and Building are as follows,
Extent | Value (Gross) | Buildings | |||
(Acres) | Rs. Mn | Nos. | |||
Ratmalana | - | Freehold Land | 0.7 | 33.9 | 02 |
Nattandiya | - | Freehold Land | 54 | 99.0 | 05 |
Horana | - Leasehold Land | 31 | 34.3 | 08 |
CURRENCY
All figures appearing in the Financial Statements are in Sri Lanka Rupees and denoted as"Rs."
FINANCIAL RESULTS | 2024 | 2023 | ||
Rs. 000' | Rs. 000' | |||
Revenue | 17,823,509 | 20,067,308 | ||
Cost of Sales | (12,548,397) | (14,512,830) | ||
Gross Profit | 5,275,112 | 5,554,478 | ||
Other Operating Income | 98,927 | 96,605 | ||
Selling and Distribution Expenses | (474,647) | (520,391) | ||
Administrative Expenses | (964,441) | (840,890) | ||
Operating Profit | 3,934,951 | 4,289,802 | ||
Finance Costs | (97,374) | (330,523) | ||
Finance Income | 2,335 | 1,036 | ||
Profit before Tax | 3,839,912 | 3,960,315 | ||
Income Tax Expense | (901,082) | (780,015) | ||
Profit for the Year | 2,938,830 | 3,180,300 | ||
6 | ||||
Annual Report 2023/2024 |
PGP Glass Ceylon PLC | ||
REPORT ON THE AFFAIRS of the Company | ||
EMPLOYMENT | 2024 | 2023 |
Total employment as at 31st March | 484 | 488 |
CAPITAL EXPENDITURE AND INVESTMENTS
During the year the Company's cash out flow on Property, Plant and Equipment was to the aggregate value of Rs. 552,703,580/- (Year Ended 31 March 2023 Rs. 326,890,883/- )
The capital commitments as at the reporting date are disclosed in Note 19.1 to the Financial Statements.
SHARE CAPITAL
The Stated capital as at the end of the year was Rs.1,526,407,485/- consisting of 950,086,080 number of ordinary shares.
SHARE HOLDINGS | 2024 | 2023 |
Registered Shareholders as at 31st March | 11,131 | 11,875 |
The distribution of shares is indicated in page 74 and 75. |
EVENTS OCCURRING AFTER THE REPORTING DATE
The events occurring after the reporting date are disclosed in Note 21 to the Financial Statements. No events have taken place since the Reporting date which would require any adjustments or disclosures other than the above.
THE BOARD OF DIRECTORS
Mr. Vijay Shah - Chairman
Mr. Sanjay Jain - Executive Director & COO
Mr. Sanjay Tiwari
Dr. C. T. S. B. Perera (Up to 25.04.2024)
Mr. R. M. S. Fernando (Up to 25.04.2024)
Mr. Mayura Fernando (From 25.04.2024)
Mrs. Aruni Goonetilleke (From 25.04.2024)
APPOINTMENT OF NEW DIRECTORS
No directors were appointed during the financial year. Mr. Mayura Fernando and Mrs. Aruni Goonetilleke were appointed as new directors with effect from 25th April 2024.
PERSONS WHO CEASED TO BE DIRECTORS
No directors were ceased from the Board during the financial year. Mr. R.M.S. Fernando and Dr. C.T.S.B. Perera were resigned from the Board with effect from 25th April 2024
DIRECTORS' INTEREST REGISTER
The Directors have made declarations as provided for in section 192 (2) of the Companies Act No. 7 of 2007. The related entries were made in the interest register during the year under review. The related party disclosures are referred to in Note 18.1 to the Financial Statements. The share ownership of directors is indicated below.
DIRECTORS' SHAREHOLDINGS | ||
The Directors' and their spouse's share holdings as at 31st March: | 2024 | 2023 |
Mr. Sanjay Jain | 20,000 | 20,000 |
Dr. C. T. S. B. Perera | 50,000 | 50,000 |
Mr. Sanjay Tiwari (Shares held jointly with Mrs. S.S Tiwari) | 1,214,166 | 1,214,166 |
Annual Report 2023/2024 | 7 |
PGP Glass Ceylon PLC
DIRECTORS' EMOLUMENTS
The remunerations and other benefits made to the Directors during the year are disclosed in Note 18.2
DONATIONS
The donations made by the company during the year are disclosed in Note 4.4.
AUDITORS
The Financial Statements have been audited by Messrs. KPMG, Chartered Accountants of Sri Lanka, who have indicated their willingness to continue in office and a resolution relating to their reappointment, will be proposed at the Annual General Meeting.
Fees paid/ provided as at 31st March | 2024 | 2023 | ||
Audit Fees | Rs. | 1,407,998 | Rs. | 1,500,000 |
Non Audit Services | Rs. | 709,102 | Rs. | 437,665 |
As far as the Directors are aware, the auditors do not have any other relationship with the Company or any of its affiliate company.
Sgd. Sanjay Jain | Sgd. R.M.S. Fernando | Sgd. Sagarika Weeraparackrama |
Executive Director & COO | Director | Company Secretary |
25th April 2024 |
8 | Annual Report 2023/2024 |
PGP Glass Ceylon PLC
BOARD OF DIRECTORS
VIJAY SHAH
Chairman
Non Executive, Non Independent Director
Mr. Vijay Shah is Director at Piramal Enterprises Limited and Managing Director & CEO at PGP Glass
Private Limited. (formerly, Piramal Glass Private Limited). He was appointed to the Board of PGP Glass
Ceylon PLC (formerly known as Ceylon Glass Company Ltd) in 1999.
Mr. Shah started his career in 1982 as Senior Consultant with Management Structure & Systems Pvt. Ltd., a management consultancy organization providing services for large firms such as Larsen & Toubro (L&T), Siemens, etc. He joined Piramal Group's Strategic Planning function in 1988 and later moved to Piramal Glass as Managing Director. Under his leadership, Piramal Glass's sales grew from Rs.26 crores in FY1992 to Rs.238 crores in FY2000 (CAGR of 32%). After his successful stint at Piramal Glass, he was entrusted the responsibility of Pharmaceutical formulations business at Piramal Healthcare in 1999. Under his leadership, the company moved from Rank 23 to Rank 4 in Indian Pharma industry, achieving sales of Rs.932 crores in FY2006 (CAGR of ~28% during his tenure). After this turnaround at Piramal Healthcare, he moved back to Piramal Glass as Managing Director in 2006.
Mr. Shah has done B.Com (1980) and is a rank holder of Institute of Chartered Accountants of India (1981). He has also done a Management Education Programme from IIM, Ahmedabad (1987), and Advanced Management Program from the Harvard Business School, Boston, USA (1997).
SANJAY ANAND JAIN
Executive Director & Chief Operating Officer
Executive, Non Independent Director
Mr. Sanjay Anand Jain, former Vice President (Marketing) of Piramal Glass Private Limited (Now known as PGP Glass Private Limited), India appointed as an Executive, Non independent Director and Chief Operating Officer of the Company with effect from 01st April 2019.
Mr. Sanjay Anand Jain was working with Piramal Glass Pvt. Limited since February 2015 as Vice President - Marketing. He has a vast experience of over 34 years in various industries and 24 years in Glass. He holds a degree in B.E. (Production) with Honors from Mumbai University. He is also a certified Chartered Financial Analyst (CFA) from ICFAI.
Mr. Jain has also been trained at Indian Institute of Management- Ahmedabad in Senior Leadership
Development Program.
C. T. S. BANDULA. PERERA
Non Executive, Independent Director
Appointed to the Board of PGP Glass Ceylon PLC (formerly known as Ceylon Glass Company Ltd) in 2003. Dr Perera has served as the Managing Director of Ceylon Glass Company Ltd from July 1995 to March 2002. He served as the first Chairman of SME Bank, Additional Director General of Board of Investment, Sri Lanka and former Chairman of Industrial Development Board and former deputy chairman of Public Utilities Commision. Presently serves as a Director of Kelani Cables PLC and Director on Board of several reputed Companies.
He holds a PhD-CNAA-North Staffordshire UK, BSc (Hons) CNAA - North Staffodshire
UK, BSc University of Ceylon and Fellow of the institute of Materials Minerals & Mining (UK). Dr. Bandula
Perera has resigned from the Board of Directors of PGP Glass Ceylon PLC on 25th April 2024
Annual Report 2023/2024 | 9 |
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