Contents
Corporate Information | 04 |
Notice of Meeting | 05 - 07 |
Chairman's Review | 08 - 09 |
Board of Directors | 10 - 09 |
Company Overview | 11 |
Annual Report of the Board of Directors | 12 - 13 |
Corporate Governance | 14 - 20 |
Audit Committee Report | 21 |
Remuneration Committee Report | 22 |
Related Party Transactions Review Committee Report | 23 |
Financial Reports
Independent Auditor's Report | 24 - 26 |
Statement of Profit or Loss and Comprehensive Income | 27 |
Statement of Financial Position | 28 |
Statement of Changes in Equity | 29 |
Statement of Cash Flows | 30 |
Accounting Policies | 31 - 37 |
Notes to the Financial Statements | 38 - 56 |
Share Information | 57 - 58 |
Five Year Summary | 59 |
Human Resources | 60 |
Graphical Review | 61 - 62 |
Form of Proxy | 63 - 64 |
SIGIRIYA VILLAGE HOTELS PLC
Corporate Philosophy
Sigiriya Village is a unique hospitality venture renowned for providing the finest in hospitality products and services to an upmarket client base consisting of ardent nature and culture enthusiasts, both locally and internationally.
The Hotel is located in the shadow of ' Sigiriya ', the legendary rock fortress built during the reign of
King Kashyapa (AD 477 - 495 ).
The design and architecture of the hotel is not only reminiscent of King Kashyapa's Palace, but is also built to preserve the ambiance of the ancient Kingdom's surroundings and village lifestyle. Whilst equipped with every modern luxury to make our guests' stay more comfortable, our desire is to provide a complete aesthetic holiday experience which is unique to the entire world of hospitality and leisure.
Sigiriya Village is located within the cultural triangle of Sri Lanka, a World Heritage Site.
2 | Annual Report - 2023/2024 |
SIGIRIYA VILLAGE HOTELS PLC
Our Vision
'To Be Recognised for Our Unparalleled Hospitality and Standards.'
Our Mission
'Perfecting the Authentic Sri Lankan Leisure Experience.'
Our Values
- Professionalism with Initiative
- Teamwork with Mutual Respect for One Another
- Freedom of Speech
- Customer Focus, Product and Service Quality
- Preserving and Protecting the Environment
- Supporting Local Communities.
Annual Report - 2023/2024 | 3 |
SIGIRIYA VILLAGE HOTELS PLC
Corporate Information
NAME OF COMPANY | Sigiriya Village Hotels PLC |
Status & Legal Form | A Public Quoted Company with Limited Liability |
Incorporated in Sri Lanka on 11th September 1978 | |
Under the Companies Ordinance. (Cap. 145) and re-registered on 6th June | |
2008 under the Companies Act No. 7 of 2007. | |
Company Registration No. | PQ 154 |
Registered Office | 53-1/1, Sir Baron Jayatilaka Mawatha, Colombo 01. |
Stock Exchange Listing | The Issued Ordinary Shares of the Company are listed |
with the Colombo Stock Exchange of Sri Lanka. | |
Board of Directors | S. D. R. Arudpragasam (Chairman) |
C. P. R. Perera (Deputy Chairman) | |
S. Rajaratnam | |
Amrit Rajaratnam | |
A. R. Rasiah | |
Anushman Rajaratnam | |
Secretaries | Corporate Managers & Secretaries (Pvt) Ltd. |
8-5/2, Leyden Bastian Road, | |
York Arcade Building, Colombo 1. | |
Auditors | B. R. De Silva & Company |
Chartered Accountants | |
22/4, Vijaya Kumaranathunga Mawatha, | |
Colombo 5 | |
Bankers | Commercial Bank of Ceylon PLC |
Sampath Bank PLC | |
Pan Asia Banking Corporation PLC | |
Standard Chartered Bank | |
Hatton National Bank PLC | |
National Development Bank | |
Muslim Commercial Bank Ltd | |
Hotel | Sigiriya Village |
P. O. Box 1, Sigiriya, Sri Lanka | |
Tel-Fax: +94 (0) 66 22 86803-5 | |
E-mail:sigiriyavillagehotel@forthotels.lk | |
Web: www.sigiriya-village.com | |
Sales & Reservation Office | York Hotel Management Services Ltd |
8-2/1, York Arcade Building, | |
Leyden Bastian Road, | |
Colombo 01. | |
Tel : 0112381644-5 Fax : 0112381645 | |
E-mail : ressvh@sltnet.lk, marketing@forthotels.lk | |
Legal Advisers | Julius & Creasy |
371, R. A. de Mel Mawatha, | |
Colombo 03. |
4 | Annual Report - 2023/2024 |
SIGIRIYA VILLAGE HOTELS PLC
Notice of Meeting
Notice is hereby given that the 45th Annual General Meeting of Sigiriya Village Hotels PLC will be held on 20th September 2024 at 11.30 a.m. and conducted as a Virtual Meeting from 8-5/2, Leyden Bastian Road, York Arcade Building, Colombo 01, for the following purposes :
-
To receive and consider the Annual Report of the Board of Directors and the Statements of Accounts for the year ended 31st March
2024 with the Report of the Auditors thereon. - To re-elect as a Director, Mr. Sanjeev Rajaratnam who retires in accordance with Articles 84 & 85 of the Articles of Association.
- To reappoint as a Director, Mr. C. P. R. Perera who is over seventy years of age. Special Notice has been received from a shareholder of the intention to pass a resolution which is set out in the notes in relation to his reappointment (see note 6).
- To reappoint as a Director, Mr. A. R. Rasiah who is over seventy years of age. Special Notice has been received from a shareholder of the intention to pass a resolution which is set out in the notes in relation to his reappointment (see note 7).
-
To reappoint as a Director, Mr. S. D. R. Arudpragasam, who is over seventy years of age. Special Notice has been received from a
Shareholder of the intention to pass a resolution which is set out in the notes in relation to his reappointment. (see note 8). - To authorise the Directors to determine contributions to charities.
- To reappoint as Auditors, Messrs B.R. De Silva & Co. and to authorise the Directors to determine their remuneration.
-
Special Business
To consider and if thought fit to pass the following Special Resolution to amend the Articles of Association of the Company in compliance with the Listing Rules of the Colombo Stock Exchange in the manner following; :
Special Resolution Resolved -
"that the existing Article 74(1) be deleted and the following be substituted therefor:
74 (1). The Directors shall not be less than five nor more than twelve in number. Subject to the provisions of the Act and these presents, the Company may from time to time, by Special Resolution, increase or reduce the number of Directors.
- that the existing Article 105 be deleted and the following be substituted therefor:
105 (1) A Director may, by notice in writing left at the office, appoint any person to be his Alternate to act in his place for such period as the appointor may stipulate and such appointment shall become effective upon approval thereof by the Board, provided however that:-
- An Alternate Director shall only be appointed in exceptional circumstances and for a maximum period of one (1) year from the date of appointment.
- If an Alternate Director is appointed by a Non-Executive Director such Alternate should not be an Executive of the Company.
- If an Alternate Director is appointed by an Independent Director, the person so appointed should meet the criteria of independence specified in the Listing Rules of the Colombo Stock Exchange and the Company shall satisfy the requirements relating to the minimum number of Independent Directors specified in the Listing Rules. The Nominations and Governance Committee of the Company shall review and determine that the person so nominated as the Alternate would qualify as an Independent Director before such appointment is made.
- The Company shall make an immediate Market Announcement on the Colombo Stock Exchange regarding the appointment of an Alternate Director. Such announcement shall include the following :
- the exceptional circumstances leading to such appointment
- the information on the capacity in which such Alternate Director is appointed, i.e. whether as an Executive, Non-Executive or Independent Director.
Annual Report - 2023/2024 | 5 |
SIGIRIYA VILLAGE HOTELS PLC
Notice of Meeting
- the time period for which he/she is appointed, which shall not exceed one (1) year from the date of appointment and
- a statement by the Company indicating whether such appointment has been reviewed by the Nominations and Governance Committee of the Company.
- A person appointed to be an Alternate Director shall not in respect of such appointment be entitled to receive any remuneration from the Company, nor be required to hold any share qualification, but the Board may repay the Alternate Director such reasonable expenses as he may incur in attending and returning from meetings of the Directors which he is entitled to attend or which he may otherwise properly incur in or about the business of the Company or may pay such allowances as the Board may think proper in respect of these expenses.
- An Alternate Director shall be entitled to receive notices (on his giving an address for such notices to be served upon him) of all meetings of the Directors and to attend and vote as Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director in the absence of such appointor.
- If an Alternate Director is also a Director in his own right he shall have at any Board meeting two (2) votes, one (1) vote in his own right and one (1) vote in his capacity as an Alternate Director.
- An Alternate Director shall ipso facto cease to be an Alternate Director on the happening of any of the following events;
- Upon the Appointor's resumption of duties as a Director;
- If the appointment of the Alternate Director is revoked by notice in writing left at the office by his appointor.
- If his appointor ceases for any reason to be a Director, Provided that if any Director retires by rotation but is re-elected at the meeting at which such retirement took effect, any appointment made by him pursuant to this Article which was in force immediately prior to his retirement shall continue to operate after his re-election as if he had not so retired;
- If the Alternate Director shall have a receiving order made against him or compounds with his creditors or is adjudicated insolvent;
- If the Alternate Director becomes lunatic or becomes of unsound mind;
- If the Alternate Director resigns by a notice in writing given under his hand to the Company;
- If the Board resolves that the appointment of the Alternate Director be terminated; provided that such termination shall not take effect until the expiration of thirty (30) days after the date of the resolution of the Board;
- If he becomes subject to any of the provisions of Article 83 of these Present which, if he were a Director of the Company, would render his office vacated.
- A Director shall not vote on the question of the approval of an Alternate Director to act for him or on the question of the termination of the appointment of such an Alternate Director under the foregoing sub-clause of this Article, and if he does so, his vote shall not be counted; nor for the purpose of any resolution for either of these purposes shall he be counted in the quorum present at the Meeting.
- The attendance of any Alternate Director at any meeting subject to (6) above,including Board Committee meetings shall be counted for the purpose of quorum.
By Order of the Board
CORPORATE MANAGERS & SECRETARIES (PRIVATE) LIMITED.
Secretaries
Colombo
16th of August 2024
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SIGIRIYA VILLAGE HOTELS PLC
Notice of Meeting
Notes :
- 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.
- A Form of Proxy is enclosed with this Report.
- 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.
- Members are encouraged to vote by Proxy through the appointment of a member of the Board of Directors to represent them and vote on their behalf. Members are advised to complete the Form of Proxy and their voting preferences on the specified resolutions to be taken up at the Meeting and submit the same to the Company Secretaries in accordance with the instructions given on the reverse of the Form of Proxy.
- Please refer the "Circular to Shareholders" dated 16th of August 2024 for further instructions relating to the Annual General Meeting and for joining the Meeting virtually.
-
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. C. P. R. Perera who is eighty years of age be and 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. C.P.R. Perera". - 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. A. R. Rasiah who is seventy eight years of age be and 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. A.R. Rasiah". - 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. S. D. R. Arudpragasam who as at the date of the Annual General Meeting would have reached seventy three years of age, be and 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.07 of 2007 shall not apply to the said Director, Mr. S.D.R. Arudpragasam".
Annual Report - 2023/2024 | 7 |
SIGIRIYA VILLAGE HOTELS PLC
Chairman's Review
I am pleased to welcome you to the 45th Annual General Meeting and to present the Annual Report and Audited Financial Statements of Sigiriya Village Hotels PLC for the financial year ended March 31, 2024. This year has been characterized by both challenges and opportunities, and the Company has demonstrated remarkable resilience in addressing them. Despite the obstacles faced I am especially proud to highlight the achievements, and progress that have defined this remarkable period, following a vigorous three- year recovery since the Easter Sunday Attacks.
During the year under review, tourist arrivals to the country reached 1.569 million, a significant increase from 770,000 in the previous period, marking a remarkable 104% year-on-year growth. India led the main feeder markets with 352,000 arrivals, followed by Russia (208,000), the UK (160,000), Germany (124,000), and China (102,000). It was particularly encouraging to see a recovery in our traditional markets and stronger arrivals from China following the lifting of pandemic-related travel bans. These developments in the arrivals had a positive impact mainly on the coastal destinations whilst The cultural triangle lagged behind until the winter season and could not perform as good as the beach properties.
As the year went on, we observed a gradual alleviation of some of the country's macroeconomic challenges. Prudent monetary policies, such as raising policy rates to control rampant inflation, yielded the expected results. The implementation of a cost-plus pricing model for energy, fuel, and other utilities proved effective in management of government spending. The Average Weighted Prime Lending Rate (AWPLR) was reduced to 10.6% from the previous year's 21.4%, stimulating the economy by lowering borrowing costs and fostering improvements in the previously stagnant economic conditions.
These favorable developments spurred economic growth, with the central bank projecting a 2.2% growth rate, a notable recovery from the 2.3% contraction experienced in 2023. Strategic measures, including the IMF bailout package, adjustments in policy rates, and efforts to stabilize the economy, proved effective, offering a hopeful outlook for recovery. The resurgence of tourism, particularly an influx of visitors from Eastern Europe and the Indian subcontinent, further highlighted the positive trajectory for the industry.
Additionally, the tourism sector experienced an upward trend, with hotels achieving occupancy rates above 70% during the winter season. This boost provided vital momentum for the industry. Key developments, such as the removal of travel advisories by our main markets, enhanced destination promotions through roadshows and trade fairs, and relaxed policy rates encouraging more investments into the industry, significantly contributed to this progress.
The strategic promotion efforts through roadshows in Europe, the Middle East, China, and India played a crucial role in attracting more visitors. Relaxed policy rates further encouraged investments in the tourism sector, driving growth and fostering advancements. These combined efforts significantly contributed to the positive trajectory of the tourism industry, underscoring the effectiveness of targeted strategies and collaborative initiatives.
However, significant challenges remain, including escalating power bills that negatively impact industry profitability and a shortage of skilled labor due to migration and foreign employment opportunities. These issues require prompt attention from industry regulators and the government. On a positive note, the LKR strengthened against the USD, improving from Rs. 330 a year ago to Rs. 303 by the year-end. This appreciation provided greater currency stability and helped ease the inflationary pressures that persisted last year.
During the period under review, your hotel, Sigiriya Village Hotels PLC reported a turnover of Rs.303 million, reflecting a remarkable 102% increase compared to the previous year's Rs.150 million. Occupancy rates reached 48%, a slight shortfall from the previous year's 50%.
The higher revenue was primarily driven by the Company securing better rates from the European markets such as France and Germany, along with Asian markets such as India and China during the winter season. Despite implementing thorough cost- management measures to manage expenses and mitigate the impact of unprecedented inflation on commodities, high energy costs with a rate hike of around 60% posed a challenge to profitability.
8 | Annual Report - 2023/2024 |
Chairman's Review
Consequently, the company reported a net Loss of Rs.43 million, a substantial turnaround from the net loss of Rs.124 million last year. The main reason behind this remains the lack of occupancy in the cultural triangle, months leading up to the winter season which were not as robust as expected and recorded flat revenues.
While challenges remain on the horizon, recent developments suggest a move towards stability and growth. The Company is also proceeding with soft refurbishments of the property in preparation for the upcoming winter season and beyond. With rising hotel occupancy rates and positive industry trends, we are optimistic about the future. The recent easing of import restrictions, favorable exchange rate improvements, and increased foreign exchange remittances, alongside improved forex reserves, have provided a more stable foundation for the industry.
SIGIRIYA VILLAGE HOTELS PLC
As a Company, we come together to remember our non-executive director, Mr. Prema Cooray, for his valuable inputs and dedication in shaping the strategic vision of the company. Though he is no longer with us, he will always be remembered as we strive forward into the future.
I wish to express my heartfelt gratitude to my colleagues on the Board for their invaluable support and guidance in shaping the Company's strategic direction. I also deeply appreciate the dedication of our esteemed employees, loyal customers, numerous business partners, and valued shareholders. Your unwavering support is crucial as we strive to enhance stakeholder value and drive the Company towards a brighter future.
As we look forward to the upcoming winter season, we are | |
confident in our ability to adapt to the evolving business landscape | S.D.R. Arudpragasam |
and seize emerging opportunities. The Company strongly values | Chairman |
the dedication of our team, the support of our stakeholders, and | 16th August, 2024. |
the strategic direction from our Board of Directors in our pursuit of | |
sustainable growth and success. |
Annual Report - 2023/2024 | 9 |
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