Seylan Developments Annual Report 2009

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S E Y L A N D E V E L O P M E N T S P L C . A N N U A L R E P O R T 2 0 0 91

Corporate Information ................................................................. 2

Notice of Meeting ....................................................................... 3

Deputy Chairman’s Review ......................................................... 4

Annual Report of the Board of Directors.............................. 5 - 6

Share Information .................................................................. 7 - 8

Corporate Governance ........................................................ 9 - 10

Audit Committee Report ............................................................ 11

Statement of the Directors' Responsibil ity ................................ 12

Auditors’ Report ......................................................................... 13

Income Statement ...................................................................... 15

Balance Sheet ............................................................................ 16

Cash Flow Statement ................................................................. 17

Statement of Changes In Equity ................................................ 18

Notes to the Accounts....................................................... 19 - 35

Financial Information - Six Year Summary ............................... 36

Form of Proxy

Contents




AUDITORS

Messers L M Associates

Chartered Accountants

LEGAL STATUS

Incorporated under the Companies Act No

17 of 1982.

Date of Incorporation – 3rd September 1992.

A Public Limited Liability Company listed

on the Colombo Stock Exchange with BOI

status.

The Company was re-registered under theCompanies Act No. 7 of 2007 and the

Company Registration No is PQ 151.

PRINCIPAL ACTIVITIES AND NATURE OF

OPERATIONS

The principal activities of the Company

were development of property located at

No. 90, Galle Road, Colombo 03 &

administration and maintance of the same and

activities relating to property developments.

PARENT ENTERPRISE

The company's parent undertaking is Seylan

Bank PLC.

BOARD OF DIRECTORS

Composition as at 31st December 2009

Rear Admiral B A J G Peiris(Chairman)(Appointed w.e.f 11/09/2009 & Resigned w.e.f 07/04/2010)

S R WijesingheDip. (Bus.Admin.), FICM, MBIM(Deputy Chairman)

M A D A I MadurapperumaAIB, FCMA, MBA, CFA(Resigned w.e.f 07/04/2010)

H L GunasekaraDirector

M L P JayatillakaFCA, FSCMA, MBA

R NadarajahBsc(Hons), MBA, FCIB (London)

S PalihawadanaBsc

SECRETARIES & REGISTRARSInternational Consulatancy & CorporateServices (Pvt) Ltd.No. 35/1, Dickman's Road,Colombo 05

LAWYERSM/s De Livera AssociatesAttorneys-at- Law & Notaries Public

REGISTERED OFFICE97, Hyde Park Corner,Colombo 2.

BUSINESS ADDRESSSeylan Towers,Level 15,90, Galle Road,Colombo 3.Phone : 011-2452697-8Fax : 011-2423249E-mail : [email protected]

BANKERSSeylan Bank PLCHatton National Bank PLC

People’s BankCommercial Bank PLCDeutsche Bank AGBank of Ceylon

Corporate Information




Notice of Meeting

NOTICE IS HEREBY GIVEN THAT the Eighteenth

Annual General Meeting of SeylanDevelopments PLC will be held on Wednesday,

28th July 2010 at 10.30 a.m. at the “Raja Bojun”

Restaurant, Seylan Towers, No. 90, Galle Road,

Colombo 3

AGENDA

1. To receive and adopt the Report of the

Directors and the Statement of Audited

Accounts for the year ended 31st December

2009 and to receive the Report of the

Auditors thereon.

2. To re-elect Mr. M.L.P. Jayatilaka, the Director

who retires by rotation in terms of Article

93(a) of the Company's Articles of Assciation,

as a Director.

3. To re-elect Mr. R. Nadarajah who retires in

terms of Articles 85(a) being a director

appointed during the year.

4. To re-elect Mr. S. Palihawadana who retiresin terms of Articles 85(a) being a director

appointed during the year.

5. To appoint Messers KPMG Ford Rhodes

Thornton & Company, Chartered

Accountants in place of the retiring auditor

L M Associates.

6. To authorize the Directors to determine

contributions to charities and other

donations for the year 2010.

7. To transact any other business of which due

notice has been given.

By Order of the Board

Sgd.

International Consultancy & Corporate

Services (Pvt) Ltd.

Date : 26th May 2010

NOTES

- A Member is entitled to appoint a proxy

to attend and vote for him/her.

- A proxy holder need not be a member

of the Company.

- A form of proxy is enclosed for this

purpose.

- The instrument appointing a proxy

should be deposited at InternationalConsultancy & Corporate Services (Pvt)

Ltd., No.35/1, Dickman’s Road,

Colombo 5 not less than 48 hours

before holding of the meeting.

- Shareholders/Proxy Holders attending

the Annual General Meeting are kindly

requested to bring with them their

National Identity Cards or any other

forms of valid identification




S. R. Wijesinghe

Deputy Chairman

25th May 2009

Deputy Chairman's Review

It is with great pleasure that I welcome you on

behalf of the Board of Di rectors of Seylan

Developments PLC to our 18 Annual General

Meeting and present the Directors Report and the

Audited Accounts for the financial year ended 31

December 2009. Continuing from the pervious

years we have maintained our focus on our core

business of leasing of office spaces and luxury

apartments while implementing strategies to

generate additional income from other sourcestoo.

As I anticipated in my statement to you last year

the property market towards the end of the

financial year 2009, did show an appreciation in

value mainly due to the peaceful country situation

during the latter part of the year unlike the previous

year where we had to absorb a huge value

impairment in our profit & loss account.

Consequently, we have been able to acquire a

fair value gain of Rs. 115,149,393 Mn to the

profit and loss account during the financial year

under review. We anticipate a further value

enhancement in the current year and hopefully

will be able to announce a further value addition

to our business.

Our loss of Rs. 141,391,937 shows a reduction

from the previous year Rs. 392,467,351. The loss

in the year under review is mainly due to the

high finace cost of Rs. 193,313,562 we are forced

to incur due to our high exposures to bank

borrowings. Therefore, we anticipate making somestrategic capital restructuring to our business model

in order to overcome this situation in 2010.

Despite of the prevailed adverse economic

conditions, you may observe that we have

managed to keep the 'increase of expenses' to a

bare minimum. In addition, we have subsequently

taken some drastic cost-reduction measures to

reduce operation costs in the present financial

year, 2010.

The credit must be given to the management and

the Staff for their commitment & hard work undertrying conditions that prevailed during most of

2009. Further, I also wish to express my gratitude

to the new Boad of Di rectors for their valuable

support and advice.

I also wish to thank all the past Board Members

for their contribution made for the betterment of

the Company during their tenors.

Finally, on behalf of the Board of Directors I take

this opportunity to thank our tenants for theircontinuous business partnership and also our

shareholders for the confidence placed in the

Company.




The Directors have pleasure in presenting theirReport together with the Audited Accounts ofthe Company for the year ended 31stDecember 2009

PRINCIPAL ACTIVITYThe principal activities of the Company weredevelopment of property located at No. 90,Galle Road, Colombo 03 & administration andmaintainance of the same & activities relatingto propery developments.

REVIEW OF OPERATIONSA review of the Company’s performance iscontained in the Deputy Chairman’s Review

appearing on page 4 of the Annual Report.

FINANCIAL STATEMENTSThe financial statements of the Company aregiven on Page 15-35

ACCOUNTING POLICIESThe accounting policies adopted in preparationof Financial Statements are given on pages19 to 22. There were no material changes inthe Accounting Policies adopted.

DIRECTORS AND THEIR SHAREHOLDINGSThe following were the Composition of

Directors as at 31 December 2009.

Rear Admiral B.A.J.G.Peiris(Resigned w.e.f.07/04/2010)S R WijesingheM A D A I Madurapperuma(Resigned w.e.f. 07/04/2010)H L GunasekaraM L P JayatilakaR NadarajahS Palihawadana

RESIGNATION / APPOIMENT OF DIRECTORS

The resignations/ appoiments of Directorsduring the year under review is givenbelow.

R Nadarajah(Appointed w.e.f.11/09/2009)S Palihawadana(Appointed w.e.f.11/09/2009)RearAdmiral B A JG Peiris(Appointed w.e.f.11 09/2009)Lady. Dr. S P C Kotelawala(Resigned w.e.f 02/01/2009)W G B M Ranaweera(Resigned w.e.f 21/01/2009)

R Renganathan(Resigned w.e.f 15/05/2009)T N M Peiris(Resigned w.e.f 11/08/2009)

A D Jegasothy(Resigned w.e.f 07/09/2009)Dr. J L B Kotelawala(Resigned w.e.f 11/09/2009)K P H Priyankara(Resigned w.e.f.11/09/2009)

RETIREMENT OF DIRECTORSIn terms of Articles 93 (a) Mr. MahendranathLasantha Perera Jayatilaka retires by rotationand being eligible offers himself for re-election

In terms of Articles 85 (a) Mr. RamanathanNadarajah and Mr. Somadasa Palihawadanathe Directors appointed during the year retiredthis Annual General Meeting and being eligibleoffer themselves for re-election.

APPOINTMENTS OF DIRECTORSMr. Ramanathan Nadarajah, Mr. SomadasaPalihawadana and Rear Admiral B A G JPeiris(Resigned w.e.f.07/04/2010) were appointedas Directors of the Company with effect from11th September 2009.

SHAREHOLDINGS OF DIRECTORSThe Shareholdings of the Directors of theCompany is given on page 7 of the AnnualReport.

DIRECTORS’ REMUNERATION ANDOTHER BENEFITSDirectors' remuneration in respect of theComapny for the finacial year ended 31stDecember 2009 is given in Note 28.2 to thefinancial statements.

DIRECTORS’ INTERESTS IN CONTRACTSThe Directors have no direct or indirect interestin contracts with the company other than thosedisclosed in Note 28 to the Accounts andthese interests have been disclosed at Meetingsof the Directors in accordance with Section192 of the Companies Act No. 7 of 2007.

INTEREST REGISTERThe Company maintains an Interest Registerand the particulars of those Directors whowere directly or indirectly interested in acontract of the Company are stated therein.

INVESTMENTSInvestments made by the Company aredisclosed in Note/(s) 13 & 14 to theAccounts appearing on page 27, 28 of theAnnual Report.

FIXED ASSETSThe changes in Fixed Assets during the yearunder review are set out in Note 11 to theAccounts appearing on pages 25, 26, 27 ofthe Annual Report.

Annual Report of the Board of Directors'




Annual Report of the Board of Directors' (Contd.)

CAPITAL COMMITMENTSThere are no material capital commitmentsthat would require disclosures in the financialstatements.

STATED CAPITALThere was no change in the stated capital ofthe company during the year under review.The Stated Capital is shown in Note 20 to theAccounts appearing on page 29 of the AnnualReport.

DIVIDENDSThe Directors do not recommend a dividendto be declared to its ordinary shareholders for

the year ended 31st December 2009.

RESERVESThe total reserves as at 31st December 2009were Rs. 792,463,442

EMPLOYMENT POLICIESThe Company gives an equal opportunity toall employees without any discrimination.

TAXATIONThe tax position of the Company is given inNote 8 to the Financial Statements.

CONTRIBUTION TO CHARITIESThere ware no contribution to charities duringthe year under review.

SHAREHOLDINGSThere were 6,107 shareholders as at 31stDecember 2009 and the distribution is shownon page 7 of the Annual Report. The twentymajor shareholders are shown on page 8 ofthe Annual Report.

EVENTS AFTER THE BALANCE SHEET DATESubsequent to the date of the Balance Sheet

no circumstances have arisen which wouldrequire adjustments to the accounts. Significantpost balance sheet events which in the opinionof the Directors require disclosure are describedin Note 27 to the financial statements.

DISCLOSURE AS PER COLOMBO STOCKEXCHANGE RULE NO.8.7

Shares31.12.09 01.12.08

Market price per shareas at December 9.50 4.50

Highest share priceduring the year 13.25 5.50

Lowest share priceduring the year 4.70 3.70

ENVIRONMENT, HEALTH & SAFETYAll the laws and regulations in this regard arestrictly adhered to.

CORPORATE GO VERNANCE/ INTERNALCONTROLThe Company has put in place systems andprocedures to ensure the implementation ofsound corporate governance principles. TheAudit Committee Report is given on page 11

CONTINGENT LIABILITIESThere were no material contingent liabilitiesoutstandings as at 31st December 2009 otherthan those disclosed in Note 26 to the financial

statements.

AUDITORSThe Finacial Statements for the year ended31st December 2009 have been audited byMessrs L M Associates Chartered Accountants.

L M Associates retire at this AGM and are notwilling to be re-appointed. The Board has

decided to appoint Messers KPMG Ford RhodesThornton & Company, Chartered Accountantsto fill this vacancy.

The Audit fees paid to Messrs L M AssociatesRs. 545,075 (2008 - Rs. 404,030) As far as theDirectors are aware, the Auditors do not haveany relationship (other than that of an Auditor)with the Company other than those disclosedabove. The Auditors also do not have anyinterest in the Comapny. The Auditor's Reporton the financial statements in given on Page13.

ANNUAL GENERAL MEETINGThe 18th Annual General Meeting of theCompany will be held at the “Raja Bojun”Restaurant, Seylan Towers, No. 90, Galle Road,Colombo 3 on 28th July 2010 at 10.30 a.m.

By Order of the Board(Sgd.)Authorised SignatoryInternational Consultancy & CorporateServices (Pvt) Ltd.Secretaries

26th May 2010




Share Information

SHAREHOLDINGS ANALYSIS

RANGE OFSHARE HOLDING

NO OF SHAREHOLDERS

TOTAL NUMBEROF SHARES

% AS AT

1 - 1,000 3,479 855,998 1.16 0.51

1,001 - 10,000 2,171 6,226,721 8.42 3.38

10,001 - 100,000 416 10,485,693 14.17 2.77

100,001 - 1,000,000 35 9,170,184 12.39 4.55

1,000,000 6 47,243,834 63.86 88.79

TOTAL 6,107 73,982,430 100 100

Percentage of Public Share Holding 47.58% 43.70%

Over

31-12-2009 31-12-2008

DIRECTORS’ SHAREHOLDINGS

Deshamanya Dr J L B Kotelawala (Resigned) 176,674

S R Wijesinghe (including joint holdings) 10,840 10,840

Lady Dr S P C Kotelawala (Resigned) 128,140

T N M Peiris (Resigned) 36,720

A D Jegasothy (including joint holdings) (Resigned) 23,470

W G B M Ranaweera (Resigned) 10R Renganathan (Resigned) 2,550

M A D A I Madurapperuma 1,530 1,530

(Resigned w.e.f 07/04/2010)

H L Gunasekara 1,000 1,000

M L P Jayatilaka (joint holdings) 10,200 10,200

K P H Priyankara (Resigned) 1,000

Rear Admiral B A J G Peiris _ _


R Nadarajah _ _

S Palihawadana _ _

NAME OF THE DIRECTORNO. OF SHARES31 - 12 - 2009

NO. OF SHARES31 - 12 - 2008




Twenty Major Share Holders.

Share Information (Contd.)

Seylan Bank PLC 37,203,584 50.29 37,203,584 50.29

Pershing LLCS/A Averbach Grauson & Co. 5,528,100 7.47 5,528,100 7.47

Employees’ Trust Fund Board 1,989,000 2.69 1,989,000 2.69

Mrs. M M Udeshi (DFSC) 1,287,900 1.74 1,287,900 1.74

Ceylinco Insurance Co, PLC -A/C-02 (Genaral Fund) 1,235,250 1.66 511,020 0.69

Mr. M M Udeshi 853,462 1.15 853,462 1.15

Mr. L V Chinthaka Nishantha 800,000 1.08 _ _

J B Cocoshell (Pvt) Ltd 723,800 0.98 _ _

Asian Guild Finacial Services (Pvt) Ltd 621,303 0.84 609,121 0.82

Zagara Investment Consultants (Pvt) Ltd 621,614 0.84 817,500 1.10

Mr. A Sithapalam 581,700 0.79 _ _

Mr. L M S H Alnqib 500,00 0.68 _ _

Mr. A Van Dustenbrugge 327,828 0.44 321,400 0.43

Ceylinco Insurance Co. PLC -A/C-01 (Life Fund) 245,584 0.33 535,500 0.72

First Capital Markets Ltd 235,000 0.32 _ _

Greenstone (Pvt) Ltd 209,500 0.28 _ _

Mr. B R Madihahewa 206,500 0.28 _ _

Mr. A Singh 204,200 0.28 _ _

Mr. P Polwatte Gamage 191,200 0.26 _ _

Mrs. S Umeshwary 178,500 0.24 _ _

TOTAL 53,920,699 72.88 55,437,775 74.91

NAME OF SHAREHOLDERNO. OF SHARES

31- 12- 2009%

NO. OF SHARES31- 12- 2008

%




Corporate Governance

Corporate Governance emphasizes the need to

balance the achievement of corporate objectivesagainst the need for a sound framework of controls,

in the best interests of all shareholders, while

maintaining a high standard of industrial and

professional ethics.

Seylan Developments PLC aspires to adhere to

the best practices of Corporate Governance and

except as noted, complies with and observes

Compliance and disclosure requirements of

Colombo Stock Exchange, in accordance with

guidelines issued by the Securities and Exchange

Commission of Sri Lanka, the Code of Best

Practices in Corporate Governance recommended

by the Institute of Chartered Accountants of Sri

Lanka and provisions relating to disclosures and

compliances outlined in the Companies Act No 7

of 2007.

1. COMPOSITION AND ATTENDANCE AT

MEETINGS

The Board consists of the Chairman, two Executive

Directors including the Deputy Chairman and the

Director/General Manager and four non Executive

Directors.

The Board meets once in two months as a routine.

Additional meetings are held when necessary.

Follwing is the Board Composition on 31

December 2009.

2. FORMULATION OF STRATEGIES

The Board is responsible for the formulation of

overall business policy and strategy, agreeing on

priorities and setting standards for the management

and the conduct of the business. It reviews

exposure to key business risks, the strategic

direction and annual budget, their progress

towards achieving those budgets and their capital

expenditure.

3. SUPPLY OF INFORMATION

Directors receive quarterly reports of performance

and Minutes of regular Meetings.

4. INTERNAL CONTROL

The Board is responsible for the company’s system

of internal control and its effectiveness. The system

ensures proper use of assets and ensures that

proper records are maintained. It includes all

controls including financial, operational and risk

management. Reasonable care is taken to prevent

errors and irregularities and to correct same if

any such matter is detected as early as possible.

5. NOMINATIONS COMMITTEE

The Board Nomination Committee decides on

the appointment of Directors and senior officers

Its responsibilities include succession planning

for the Board as well as reviewing its structure,

size and composition. The Nomination Committeecomprises of three Directors. It meets as and

when required.

The members of the nomination committee are:

1. Rear Admiral B A J G Peiris


2. Mr S Pallihawadana

3. Mr R Nadarajah

Director Non I ndependentExecutive

Rear Admiral B A JG Peiri s(Resigned w.e.f 07/04/2010) Yes Yes

Mr S R Wijesinghe No No

M A D A I Madurapperuma(Resigned w.e.f 07/04/2010) Yes Yes

Mr H L Gunasekara Yes No

Mr M L P Jayatilaka No No

Mr R Nadarajah Yes Yes

Mr S Palihawadena Yes Yes




Corporate Governance (Contd.)

6. AUDIT COMMITTEE

The Audit Committee consists of 3 Non-ExecutiveDirectors and 1 Executive Director. It is chairedby a Non-Executive Director, who possesses awealth of knowledge & experience with respectto financial accounting. The Audit Committeemeets at least twice a year. The External Audi torsattend Meetings when their presence is necessary.

The internal audit function is outsourced and auditsare carried out as per plan agreed by the AuditCommittee.

The members of the Audit committee are:

1. Mr. S.Palihawadana - Chairman

2. Mr S R Wijesinghe - Committee Member

3. Mr R Nadarajah - Committee Member

4. M A D A I Madurapperuma (Resigned w.e.f 07/04/2010)

Rule Subject Applicable Requirement Adherence

7.10.1 (a) Non Executive Directors At least two or one third of the total number of Directors

should be non-executive Directors Complied

7.10.2 (a) Independent Directors At least two or one third of Non-Executive Directors Compl ied

appointed to the Board of Directors should be

independent.

7.10.5 Remunerati on Commi ttee A l isted company shal l have a Remunerati on Compl iedCommittee

7.10.5 (a) Composition of The Remuneration Committee shall comprise Complied

Remuneration Committee Non-Executive Directors a majority of whom shall be

independent.

7.10.6 Audit Committee A Listed company shall have an Audit Committee. Complied

7.10.6 (a) Composi tion of Audi t The Audit Committee shal l comprise Non-Executive Compl ied

Committee Director a majority of whom shall be independent.

7. REMUNERATUION COMMITTEE

The remuneration committee consists of 3 Non – Executive Directors comprising of the following:

1. Rear Admiral B A J G Peiris (Resigned w.e.f 07/04/2010)

2. Mr S Pallihawadana

3. Mr R Nadarajah

Compliance with the Colombo Stock ExchangeRules on Corporate Governance.

The company complied with the rules oncorporate governance of the Colombo StockExchange and the Annual Report contains therelevant affirmative statement. The tableconfirming with the said rules is given below.




The Audit Committee comprises four Directors of the

Board of whom, the Chairman is a Non-ExecutiveDirector and the Head of the Internal Audit Division.

A partner of Messrs. L M Associates (External Auditors)

also attend these meetings by invitation.

During the Meetings, the Audit Committee reviewed

the effectiveness of the internal control system. The

Statutory Accounts and Financial Statements to be

published are considered to ensure compliance with

regulatory requirements.

The Board of Directors of Seylan Developments PLC

appointed new members to the Audit Committee on

17th December 2009.

The Audit Committee recommends Messers K P M G

Ford Rhodes Thornton & Company, Chartered

Accountants as the Auditors for the Company to replace

Messers L M Associates who have forward their

resignation.

Mr.S.R.Wijesinghe

For Chairman

Audit Committee

26th May 2010

Audit Committee Report




The Company’s Financial Statements for the Year 2009

prepared in this report are in conformity with the requirementsof the Sri Lanka Accounting Standards and the Companies

Act No 7 of 2007. The Financial Statements reflect a true and

fair view of the state of affairs of the company as at that date.

The Board of Directors have instituted an effective and

comprehensive system of Internal Controls. This comprises

internal checks, internal audit and the whole system of financial

and other controls required to carry on the business of the

company in a proper manner, safeguarding the assets and

securing the accuracy and reliability of the records.

The Auditors of the Company, Messrs. L M Associates carry

out reviews and test checks on effective internal controls, as

they consider appropriate and necessary for providing their

opinion on the Financial Statements.

The Board of Directors oversee the management responsibility

for financial reporting at their monthly regular meetings where

the monthly Management Accounts are reviewed.

Messrs. L M Associates have examined the Financial Statements

made available to them together with all other records and

related information and have expressed their opinion whichappears on page 13 of the Annual Report.

By Order of the Board

Sgd

Authorized Signatory

International Consultancy & Corporate Services (Pvt) Ltd

Secretaries

Date : 26th May 2010

Statement of the Directors' Responsibility




INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF SEYLAN DEVELOPMENTS PLC

Report on the Financial Statements

We have audited the accompanying financial statements of Seylan Developments PLC, (hereinafter also referredd

as " the Company"), which comprise the balance sheet as at 31st December 2009, and the income statements,

statement of changes in equity and cash flow statement for the year ended, and a summary of significant

accounting policies and other explanatory notes.

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 principles 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

In our opinion, so far as appears from our examination, the Company maintained proper accounting records for

the year ended 31st December 2009 and the financial statements give a true and fair view of the Company’s state

of affairs as at 31st December 2009 and of its loss and cash flows for the year then ended in accordance with

Sri Lanka Accounting Standards.

Report on Other Legal and Regulatory Requirements

In our opinion, these financial statements also comply with the requirements of Section 151(2) of the Companies

Act No. 07 of 2007.

L M ASSOCIATES

Chartered Accountants

Colombo

08th February 2010

Auditors' Report L M ASSOCIATES

CHARTERED ACCOUNTANTS30 - 2/1, Galle Road,

Colombo 06,Sri Lanka.

Tel: +94 (11) 2501677, 5667829, 5624303

Fax : +94(11) 2507522

E-mail : Lmassociates.lk

PARTNERS : P. E. A. Jayewickrema, M. B. Ismail, Ms. A. M. J. Patrick, T. Krishnakumar, Ms. S.L. Jayasuriya, D.S.W. Andradi,

G.J. Davi d, Ms. F.M. M arikkar, Ms. M.S.J. Henry, Ms. A.U.M. Keppetipola, M. Thavaraj



Financial Statements

Income Statement ...................................................... 15

Balance Sheet ............................................................ 16

Cash Flow Statement................................................. 17

Statement of Changes In Equity ................................ 18

Notes to the Accounts.......................................... 19-35

Financial Information - Six Year Summary ............... 36




(Restated)

2009 2008

NOTES Rs. Rs.

Rental Income 139,751,049 148,881,839

Other Income 3 15,183,877 37,888,679

Total Revenue 154,,934,926 186,770,518

Less: Operating Expenses (205,320,105) (182,679,882)

Profit / (Loss) from operations 4 (50,385,179) 4,090,636

Changes in fair value of investments properties 5 115,149,393 (29,329,592)

Allowance for impairment in investments in Property

Development Project & fall in value of Shares 6 (12,180,000) (256,063,333)

52,584,214 (281,302,289)

Finance Cost 7 (193,313,562) (104,103,440)

Net Profit/(Loss) Before Taxation (140,729,348) (385,405,729)

Income Tax Expense 8 (662,589) (7,061,622)

Net Loss After Taxation (141,391,937) (392,467,351)

Loss Per Share 9 (1.91) (5.30)

Net Asset per Share 10 29.04 30.95

Market Value per Share 9.50 4.50

N. B. The Accounting Policies and Notes from Pages 19 to 35 form an integral part of these Financial

Statements.

FOR THE YEAR

I ncome Statement




Balance Sheet

AS AT 31.12.2009 31.12.2008

Rs. Rs.ASSETS NOTES

Non-Current Assets

Property, Plant & Equipment 11 1,372,040,288 1,402,102,935

Investment Properties 12 1,266,643,325 1,151,493,932

Investment in Property Development Projects 13 209,499,998 459,007,786

Investments in Securities 14 27,243,823 39,323,823

2,875,427,434 3,051,928,476

Current Assets

Maintenance Materials 1,273,329 1,270,637

Assets held for Sale 15 250,255,500 250,255,500

Trade and Other Receivables 16 97,076,382 128,174,991

Deposits, Prepayments and Advances 17 23,723,844 30,677,605Short Term Investments in Securities 18 6,142,601 44,403,955

Cash and Bank Balance 19 2,939,108 8,747,657

381,410,764 463,530,345

TOTAL ASSETS 3,256,838,198 3,515,458,821

EQUITY & LlABILlTIES

Capital and Reserves

Stated Capital 20 1,356,078,570 1,356,078,570

Revaluation Reserve 21 926,339,375 926,339,375

Retained Earnings (133,875,933) 7,516,004

Total Equity 2,148,542,012 2,289,933,949

Non Current Liabilities

Interest Bearing Borrowings 22 251,344,845 460,264,698

Rent and Security Deposits 81,000,000 84,000,000

Retirement Benefit Obligations 23 28,864,472 31,801,284

361,209,317 576,065,982

Current Liabilities

Trade and Other Payables 24 299,486,696 227,315,325

Current Portion of Interest Bearing Borrowings 423,957,498 403,778,148

Income Tax Payable 25 4,004,567 5,189,730

Rent in Advance & Security Deposits 19,638,108 13,175,687

747,086,869 649,458,890

Total Equity and Liabilities 3,256,838,198 3,515,458,821

I certify that the financial statements have been prepared in compliance with the requirements of the

companies Act No. 07 of 2007

Nalinda Hettiarachchi

Sanka R Wijesinghe M L P JayatilakaDeputy Chairman Director / General Manager

Chief Financial Officer

The Board of Directors is responsible for the preparation and presentation of these financial statements.

Singed for and on behalf of the Board

8th February 2010

(Restated)

8th February 2010

N.B. The Accounting policies and Notes from pages 19 to 35 form an integral part of these Financial Statements.

8th February 2010




2009 2008Rs. Rs.

CASH FLOWS FROM OPERATING ACTIVITIESNet Profit/ (Loss) Before Taxation (140,729,348) (385,405,729)

ADJUSTMENTS FORGratuity (2,936,812) 6,051,883Depreciation 29,914,809 30,475,661Fair value of Investment properties (115,149,393) 29,329,592Allowance for impairment in Investments in Property DevelopmentProjects & Fall in Value of Shares 12,180,000 256,063,333Assets held for sale - (46,066,722)Interest Income (2,997,494) (5,732,769)

Profit on Sale of Property, Plant and Equipment (8,278,935) -Interest Expenses 192,002,405 98,824,911OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (35,994,768) (16,459,840)

(Increase) / Decrease in Maintenance Stock (2,692) 2,016(Increase) / Decrease in Trade and other Receivables 253,961,190 49,517,854(Increase) / Decrease in Deposits, Prepayments and Advances 6,953,761 16,881,882Increase/ (Decrease) in Trade Payable (99,197,087) 118,143,976Increase/ ( Decrease ) in Rent in Advance & Security Deposits 3,462,421 (5,637,306)CASH GENERATED FROM OPERATION 129,182,825 162,448,582

Tax Paid - (13,516,571)ESC (338,852) (380,108)Interest Paid (192,098,106) (97,218,449)

Gratuity Paid - (371,680)NET CASH FROM (USED IN) FROM OPERATING ACTIVITIES (63,254,133) 50,961,774

CASH FLOWS FROM INVESTING ACTIVITIESInvestments in Projects 225,000 83,720,074Short term lnvestment 38,261,354 (7,503,700)Purchase of Property, Plant & Equipment (75,350) (263,103)Investment in Investment Securities (100,000) (28,896,200)Investment in Long-term projects - (176,649,231)lnterest Received 2,949,274 5,732,769Sale Proceeds on Property, Plant & Equipment 33,461,650 1,019,761NET CASH (USED IN) FROM INVESTING ACTIVITIES 74,721,928 (122,839,630)

CASH FLOWS FROM FINANCING ACTIVITIESDividend Paid - (29,276,875)Repayment of Loans & Finance Leases (54,494,203) (147,706,577)Loan Obtained - 280,117,228NET CASH (USED IN) FROM FINANCING ACTIVITIES (54,494,203) 103,133,776

Net Increase/ (Decrease) in Cash and Cash Equivalents (43,026,408) 31,255,920Cash & Cash Equivalents at beginning of the year (24,711,035) (55,966,955)Cash & Cash Equivalents at end of the year (67,737,443) (24,711,035)

NOTES TO THE CASH FLOW STATEMENTCASH & CASH EQUIVALENTS AT THE END OF THE YEARCash and Cash Equivalent 2,939,108 8,747,657Bank Overdraft (70,676,551) (33,458,692)

(67,737,443) (24,711,035)

N. B.The Accounting Policies and Notes from Pages 19 to 35 form an integral part of these FinancialStatements.

FOR THE YEAR

Cash Flow Statement

(Restated)




S tatement of Changes in Equity

S t a t e d C

a p i t a l

D e s c r i p t i o

n

S h a r e

S h

a r e

C a p i t a l

R e v a l u a t i o n

R e t a i n e d

T

o t a l

C a p i t a l

P r e m i u m

R e d e m p t i o n

R e s e r v e

P r o f i t

E q

u i t y

R e s e r v e F u n d

R s .

R s .

R s .

R s .

R s .

R s .

B a l a n c e a s a t J a n u a r y 0 1 , 2 0 0 8

7 3 9 , 8 2 4 , 3 0 0

9 0 , 7 6 0 , 6 2 0

5 2 5 , 4 9 3 , 6 5 0

9 2 6 , 3 3 9

, 3 7 5

4 3 6 , 9 7 4 , 5 7 0

2 , 7 1 9 , 3 9 2 , 5 1 5

N e t L o s s f o r t h e y e a r

-

-

-

-

( 3 9 2 , 4 6 7 , 3 5 1 )

( 3 9 2 , 4 6 7 , 3 5 1 )

D i v i d e n d P a i d - 2 0 0 7

-

-

-

-

( 3 6 , 9 9 1 , 2 1 5 )

( 3 6 , 9 9 1 , 2 1 5 )

B a l a n c e a s a t 3 1 s t D e c e m b e r 2 0 0 8

7 3 9 , 8 2 4 , 3 0 0

9 0 , 7 6 0 , 6 2 0

5 2 5 , 4 9 3 , 6 5 0

9 2 6 , 3 3 9

, 3 7 5

7 , 5 1 6 , 0 0 4

2 , 2 8 9 , 9 3 3 , 9 4 9

N e t L o s s f o r t h e y e a r

-

-

-

-

( 1 4 1 , 3 9 1 , 9 3 7 )

( 1 4 1 , 3 9 1 , 9 3 7 )

B a l a n c e a s a t 3 1 s t D e c e m b e r 2 0 0 9

7 3 9 , 8 2 4 , 3 0 0

9 0 , 7 6 0 , 6 2 0

5 2 5 , 4 9 3 , 6 5 0

9 2 6 , 3 3 9

, 3 7 5

( 1 3 3 , 8 7 5 , 9 3 3 )

2 , 1 4 8 , 5 4 2 , 0 1 2

S h a r e P r e m

i u m a c c o u n t i s g e n e r a l l y u s e d t o

w r i t e o f f s h a r e i s s u e e x p e n s e s . T

h e r e a r e

r e s t r i c t i o n s o n d i s t r i b u t

i o n o f t h e b a l a n c e t o s h a r e h o l d e

r s .

S h a r e R e d e m p t i o n R e s e r v e w a s c r e a t e d a t t h e t i m e o f r e d e e m i n g t h e p r e f e r e n c e s h a r e s o f t h e c o m p a n y w h i c h

i s a l s o r e c l a s s i f i e d a s S t a t e d C a p

i t a l .

T h e n e t l o s s f o r t h e y e a r e n d e d 3 1 s t D e c e m b e r 2 0 0 8 h a s b e e n r e s t a t e d a s a r e

s u l t o f t h e c o r r e c t i o n o f a p r i o r y e

a r e r r o r a m o u n t i n g t o R s . 3 3 , 6 9 3 , 2 1 4

w i t h r e g a r d t o t h e v a l u a t i o n o f t h e i n v e s t m e n t i n t h e h o u s i n g d e v e l o p m e n t p

r o j e c t a t M o r a t u w a a s a t 3 1 s t D e

c e m b e r 2 0 0 8 .

N . B . T h e A c c o u n t i n g P o l i c i e s a n d N o t e s f r o

m

P a g e s 1 9 t o 3 5 f o r m a n i n t e g r

a l p a r t o f t h e s e F i n a n c i a l S t a t e m e

n t s .

R e s t a t e d




1 General

1.1.1 Corporate InformationSeylan Developments PLC (formerlyknown as "Ceyli nco Seylan DevelopmentPLC and hereinafer also referred as "theCompany) is a Public Quoted Companyincorporated in 1992 and domiciled in

Sri Lanka. The Registered office of thecompany is situated at No 97, Hyde ParkCorner, Colombo - 02 and the principalplace of business is carried out atLevel 15, Seylan Towers, No 90, GalleRoad, Colombo - 03.

1.1.2 Principal Activities and Nature ofOperationsThe principal activities of the companywere development of property located atNo. 90, Galle Road, Colombo 03 &administration and maintenance of the

same & activities relating to propertydevelopments.

1.1.3 Parent EnterpriseThe company’s parent undertaking isSeylan Bank PLC.

1.1.4 Date of Authorisation for Issue

The Financial Statements of the Companyfor the year ended 31 December 2009

were authorised for issue by the Directorson 8th February 2010.

1.2 Critical Judgements and Key Sources ofEstimation of Uncertainty

In the selection and application of theaccounting policies, which are describedin note 2, the director are required tomake judgments, assumptions and useassumptions in measuring items reportedin the financial statements. These

estimates are based on management'sknowledge of current facts andcircumstances, and assumption based onsuch knowledge and expectations offuture events. Actual results may alwaysdiffer from such estimates.

The estimates and assumptions arereviewed on an ongoing basis. Revisionsto accounting estimates are recognisedin the period in which the estimate is

revised or in the period of the revisionand future periods, only if the revision

affects both current and future periods.

1.3 Preparation of Financial Statements

1.3.1. Statement of Compliance

The Balance Sheet, Income Statement,Changes in Equity and Cash Flows,together with Accounting Policies andNotes (the "financial statements") havebeen prepared in accordance with SriLanka Accounting Standards.

1.3.2. Basis of Preparation

These financial statements have beenprepared on historical cost basis exceptfor the revaluation of certain propertiesand financial investments at fair values.

2. Significant Accounting Policies

2.1 Property, Plant and Equipment

Property, Plant & Equipment are recordedat cost of purchases or valuation togetherwith any incidental expenses thereon. TheAssets are stated at cost or valuation lessaccumulated depreciation which isprovided for on the basis specified below.

The Property at, No 90, Galle Road,

Colombo 03, which includes the LeaseholdLand, Buildings and Equipment, andcomprises of two towers namely ‘East andWest’. The East Tower were revalued onopen market effective value basis. Thesurplus arising on the revaluation wastransferred to capital reserve account.

The value pertaining to the East tower isapportioned on a square foot area basisand is stated at valuation less accumulateddepreciation under Property, Plant &Equipment.

DepreciationFreehold Land, Antiques & OrnamentalPaintings are not depreciated. LeaseholdLand and Buildings are depreciated overthe remaining unexpired lease period. Thedepreciation of other assets is provided onthe straight line method at varying ratesper annum based on their useful lives as

follows:-

Notes to the Accounts




Depreciation Useful Life

Rate (Years)

Lease hold Land 1.23% 81Buildings 1.23% 81Furniture & Fittings 10% 10Equipment 20% 05lnterior Decor 50% 02Motor Cars 20% 05Motorcycles 25% 04Tools 33.33% 03Cutlery & Crockery 50% 02

Equipment -West Tower 50% 02Furniture - West Tower 33.33% 03lnterior - West Tower 33.33% 03

Maintenance ManagementSoftware 20% 05Accounting Software 20% 05General Plant & Equipment 5% 20

Depreciation of an asset begins when it isavailable for use whereas depreciation ofan asset ceases at the earlier of the datethat the asset is classified as held for saleand the date that the asset is derecognized.

2.2 Impairment of AssetsThe carrying values of property, plant &

equipment, are reviewed for impairmentannually or when events or changes incircumstances indicate the carrying valuemay not be recoverable. If any such

indications exist, and where the carryingvalues exceed the estimated recoverableamounts the assets are written down totheir recoverable amount. Impairmentlosses are recognized in the Incomestatements unless it reverses a previousrevaluation surplus for the same assets.

2.3 Leased Assets (Finance Lease)

Assets acquired under finance leases,which transfer all risks and rewardsincidental to that of ownership arecapitalized at the cash price of the assetsconcerned. The corresponding liabilityrelating to the principal amount is shownunder creditors. The depreciation for suchassets too, is charged over the effectivelives of the assets.

2.4 Leased Assets (Operating Lease)

Lease of assets under which all the rightsand benefits of ownership are effectively

retained by the lessor are classified asoperating leases. The Lease hold rightsunder operating leases are charged to theIncome statement on a straight line basis

over the period of the Lease.

Where an operating lease is terminatedbefore the lease period has expired, anypayment relevant to be made to the lessorby way of penalty is recognized as anexpenses in the period in whichtermination take place.

The cost of improvement to or on leasedproperty is capitalized and depreciatedover the unexpired period of the lease orthe estimated useful lives of improvement,which ever is shorter.

2.5 Investment Property

In accordance with SLAS 40 - InvestmentProperty (2005), the book value of theproperties held to earn rental income, andproperties held for capital appreciationhave been classified as investmentproperties.

Investment properties are initiallyrecognized at cost. Subsequent to initialrecognition, the investment properties arestated at fair values, which reflect marketconditions at the balance sheet date. Anindependent professional valuation of thecompany’s properties is made once inevery three years.

Gains or losses arising from the changesin fair value are included in the incomestatement in the year in which they arise.

In accordance with the transitionalprovisions of SLAS 40, the effect ofadopting this standard is shown as anadjustment to the opening balance ofretained earnings of the current financialyear and the comparative information hasnot been restated.

Investment Properties are derecognizedwhen disposed, or permanently withdrawnfrom use because no future economicbenefits are expected. Any gains or losseson retirement or disposal are recognizedin the Income Statement in the year ofretirement or disposal. Transfers are made

to and from investment property only whenthere is a change in accordance with thecriteria listed in SLAS 40.

2.6 Investments in Property DevelopmentProjects

Investment in property develoment projectsare measured cost less any accumulatedimpairment losses, if any.

Notes to the Accounts (Contd.)




2.7 Long term Investments in securities.

Investments in securities are assetsacquired and held for yield or capitalgrowth in the medium / long term. Suchsecurities are recorded at cost. Changes

in market values of these securities arenot taken into account, unless they areconsidered to be of a permanent nature.Income from these investments isrecognized only to the extent of dividendreceived.

2.8 Maintenance Materials

Maintenance materials are valued at

actual cost on first - in - first - out basis.

2.9 Trade & Other Receivables

Receivables are Stated at their estimatedrealisable amounts. Provision for bad &doubtful debts has been made wherenecessary.

2.10 Cash & Cash Equivalents

For the purpose of Cash flow statement,cash and cash equivalents consist of cashin hand & balance at banks net of bankoverdrafts.

2.11 Foreign Currency Translation

All foreign exchange transactions areconverted to Sri Lankan Rupees, whichis the reporting currency, at the rates ofexchange prevailing at the time thetransactions are effected.

2.12 Income Taxes

Income tax expense represents the sumof taxes currently payable and deferred.

Current Taxes

Pursuant to the agreement dated 30thMarch 1993 entered in to with the Boardof Investment under section 17 of theBoard of Investment Law, the companyis exempt from income tax for a periodof 7 years from the year of assessment2003/2004.

However, other income is liable forIncome Tax in accordance with theprovision of the Inland Revenue Act No10 of 2006 and amendment there to.


2.13 Retirement Benefit Obligations

a) Defined benefit plan - Gratuity Adoptionof SLAS 16 (Revised)Sri Lanka Accounting Standard 16(Revised 2006) Employee Benefits,applies to Financial Statements coveringannual periods beginning on or after 1st

July 2007 was adopted by the companywi th effect from 1st January 2008.

The company measures the present valueof the promised retirement benefits ofgratuity which is a defined benefit plan

with the advice of an actuary every yearusing the projected Unit Credit Method.The Key assumptions used by the actuaryincluded the following :

Discount Rate 11%Rate of Salary Increase 12%Retirement Age 60The company will continue as a going

concern.

The Company is liable to pay gratuity interms of the payment of Gratuity Act No.

12 of 1983, according to which a liabil ityto pay gratuity arises only on completionof 5 years of continued service.

(b) Defined Contribution Plans - EPF & ETF

Employees are eligible for Employees’

Provident Fund Contributions andEmployees Trust Fund contributions inline with the respective statutes andregulations. The Company contributes12% and 3% of gross emoluments ofemployees to Employees’ Provident Fundand Employees’ Trust Fund respectively.

2.14 Provisions

Provisions are recognised when theCompany has a present obligation (legalor constructive) as a result of a past event,it is probable that the Company will berequired to settle the obligation, and areliable estimate can be made of theamount of the obligation.

The amount recognised as a provision isthe best estimate of the considerationrequired to settle the present obligation

at the balance sheet date, taking intoaccount the risks and uncertaintiessurrounding the obligation. Where aprovision is measured using the cash





flows estimated to settle the present

obligation, its carrying amount is thepresent value of those cash flows.

When some or all of the economicbenefits required to settle a provision areexpected to be recovered from a thirdparty, the receivable is recognised as an

asset if it is virtually certain thatreimbursement will be received and theamount of the receivable can bemeasured reliably.

2.15 Events after the Balance Sheet Date

All Materials events occurring after the

Balance Sheet date have been consideredand where necessary, appropriateadjustments or disclosures has beenmade.

2.16 Comparative information

The accounting policies which have beenconsistently applied by the company,unless otherwise stated and are consistentwith those used in the previous year.

Where necessary comparative figureshave been re-arranged to conform to thecurrent year’s presentation.

2.17 Revenue Recognition

Revenue is recognized to the extent thatit is probable that the economic benefitswill flow to the company and the revenueand associated cost incurred or to beincurred can be reliably measured.Revenue is measured at the fair value ofthe consideration received or receivable,

net of trade discount and sales taxes. Thefollowing specific criteria are used for thepurpose of recognition of revenue.

Rental and Service ChargesRental and service charges are accountedfor on an accrual basis.

Interest Income

Interest income is recognized on anaccrual basis.

Dividend Income & Profit on disposal ofProperty, Plant & Equipment.

Recognized on cash basis.

Project Income

Revenue has been recognized onInvestment of project income, on thepercentage completion of the project or

cash paid by the buyer whichever is

lower.2.18 Gains and Losses

Net gains and losses of a revenue naturearising from the disposal of property, plantand equipment and other non-current

assets, including investments, areaccounted for in the income statement,after deducting from the proceeds ondisposal, the carrying amount of suchassets and the related selling expenses.

Gains and losses, arising from activitiesincidental to the main revenue generating

activities or those arising from a group ofsimilar transactions which are not

material, are aggregated, reported andpresented on a net basis.

Any losses arising from guaranteed rentalsare accounted for in the year of incurringthe same. A provision is recognised if thebest estiamate indicates a loss.

2.19 Expenditure Recognition

Expenses are recognised in the incomestatement on the basis of a direct

association between the cost incurred andthe earning of specific items of income.All expenditure incurred in running thebusiness and in maintaining property,plant and equipment in a state ofefficiency has been charged to the incomestatement.

For the purpose of presentation of theIncome statement, the "function ofexpenses" method has been adopted, on

the basis that it presents fairly the elementsof the Company performance.

2.20 Borrowing CostBorrowing costs are recognized as anexpense in the period in which they areincurred unless they are incurred for thepurpose of a project or directly attributable

to the acquisition, construction orproduction of an asset that takes asubstantial period to get ready forintended use. Such borrowing cost arecapitalized.





NOTE - 3

OTHER INCOME

Profit / (Loss) from Property Development Projects (3,948,981) 27,740,293

Maintenance Income 80,928 78,800

Management Fees 4,000,000 3,500,000

Profit on Disposal of Property, Plant & Equipment 8,278,935 -

Interest Income 2,997,494 5,732,769

Dividend Income 806 1,010

Miscellaneous Income 95,486 117,766

Work Order Income 726,797 718,041Non Refundable tender deposits 15,600 -

Reversal of over provision in retirement benefit obligation 2,936,812 -

15,183,877 37,888,679

NOTE - 4

PROFIT/ (LOSS) FROM OPERATIONS IS STATED AFTER

CHARGING/(CREDITING) THE FOLLOWING

Directors' emoluments 12,380,256 29,566,183

Personnel Cost 31,930,408 43,866,667Depreciation 29,914,809 30,475,661

Audit Fees - External 472,500 404,030

Audit Fees - Internal 204,000 -

Legal Fees & Secretarial Fees 1,478,083 1,088,649

Donation - 243,000

Allowance for doubtful debtors 48,881,563 27,021,310

Written off of Investments in fixed deposits (Note - 18) 31,215,662 -

NOTE 5

CHANGES IN FAIR VALUE OF INVESTMENT PROPERTIES

(Restated)Investment Property - West Tower 115,149,393 (75,050,480)

Investment Property - Union Place (Note 15) - 45,720,888

115,149,393 (29,329,592)

NOTE - 6

ALLOWANCE FOR IMPAIRMENT IN INVESTMENTS IN

PROPERTY DEVELOPMENT PROJECTS AND IN SHARES

Nawala Project - (212,765,355)

Ja-Ela Shopping Complex - (26,469,178)

Diminution in value of unquoted investment (12,180,000) (16,828,800)

(12,180,000) (256,063,333)

2009 2008Rs. Rs.

FOR THE YEAR





NOTE - 8

INCOME TAX

NOTE - 8.1

Charges to Taxation is as follows

Taxation based on Profit for the Year (Note 8.2) 662,589 7,061,622

(Over)/ Under provision of taxes previous Years - -

662,589 7,061,622

Effective Tax Rate -1.25% -2.11%

NOTE 8.2

Taxation based on profit for the year

(Loss) as per the Income Statement (140,729,348) (385,405,729)

Add: Disallowable Expenses 87,526,773 49,980,792

(53,202,575) (335,424,937)

Less : Allowable Expenses (429,029,067) (76,512,419)

: Other Income (2,869,437) (30,732,769)

: Exempt or allowable lncome - (1,010)

Exempted Taxable Profit/ (Loss) (485,101,079) (442,671,135)

Other Income 2,869,437 30,732,769

Total Statutory / Assessable Income 2,869,437 30,732,769

Losses set off (1,004,303) (10,756,469)

Taxable income 1,865,134 19,976,300

Tax Liability

Taxation @ 35% 652,797 6,991,705

Social Responsibility Levy 9,792 69,917

662,589 7,061,622

2009 2008

Rs. Rs.NOTE - 7FINANCE COST

Interest on Overdraft 12,009,591 11,329,373

Interest on Bank Loan 176,033,789 84,938,363

Bank Charges 207,575 655,343

Debits Tax 299,694 650,279

Overdue Interest 2,343,071 292,080

Interest on Leasing 1,615,954 2,265,094

Surcharge on Interest - 82,196

Other Financial Charges - 3,190,399

Trustee Fees 803,888 700,313

193,313,562 104,103,440




NOTE - 9

EARNINGS/(LOSS) PER SHARENOTE - 9.1

Basic earnings/(Loss) per share is calculated by dividing the net profit/(Loss) for the year attributable

to ordinary shareholders by the weighted average number of ordinary shares in issue as at 31st

December 2009.

NOTE - 9.2 2009 2008

Amount used as Numerator Rs. Rs.

Net Profi t/(Loss) attributable to ordinary Shareholders (141,391,937) (392,467,351)

Number of Ordinary shares used on the Denominator

No of Shares in issue 73,982,430 73,982,430

Basic Earnings/(Loss) Per Share (1.91) (5.30)

NOTE - 10

NET ASSET PER SHARE

Net Assets 2,148,542,012 2,289,933,949

No of Shares 73,982,430 73,982,430

Net Assets per share 29.04 30.95

NOTE - 11 2009 2008

Rs. Rs.

PROPERTY, PLANT & EQUIPMENT

Free-hold Assets (Note - 11.1) 762,407,563 780,205,642

Lease hold Assets (Note -11.2) 609,632,725 621,897,293

1,372,040,288 1,402,102,935





Cost - Rs.

Free hold property, plant Balance at theand equipment Beginning of the Addition during Transfers during Balance at the

Year the Year the Year End of the Year

Rs. Rs. Rs. Rs.

Building & Fixtures 749,420,002 - - 749,420,002

General Plant & Equipment 81,222,031 - - 81,222,031

Furniture & Fittings 9,210,578 53,200 - 9,263,778

Interior & Furniture - West Tower 396,792 - - 396,792

Equipments 9,076,052 22,150 - 9,098,202

Equipment-West Tower 2,710,276 - - 2,710,276

Water Purification System 347,631 - - 347,631

Maintenance Management Software 132,718 - - 132,718Interior - Office 555,229 - - 555,229

Motor Vehicles - Freehold 4,953,719 - (4,953,719) -

Tools & Electrical Equipment 454,937 - - 454,937

Accounting Software 629,169 - - 629,169

Total Cost 859,109,134 75,350 (4,953,719) 854,230,765

Accumulated Depreciation - Rs.

Balance at the

Beginning of the Depreciation for Depreciation on Balance at the

Year the Year Disposal End of the Year

Accumualted Depreciation Rs. Rs. Rs. Rs.Buildings & Fixtures 37,033,639 9,215,577 - 46,249,216

General Plant & Equipment 22,096,002 5,324,546 - 27,420,548

Furniture & Fittings 5,471,617 877,693 - 6,349,310

Interior & Furniture - West Tower 131,568 101,062 - 232,630

Equipments 7,249,567 620,165 - 7,869,732

Equipment - West Tower 1,151,275 433,394 - 1,584,669

Water Purification System 347,631 - - 347,631

Maintenance Management Software 132,718 - - 132,718

Interior - Office 555,229 - - 555,229

Motor Vehicles - Freehold 3,654,456 1,299,263 (4,953,719) -

Tools & Electrical Equipment 450,623 1,729 - 452,352

Accounting Software 629,167 - - 629,167

Total Depreciation 78,903,492 17,873,429 (4,953,719) 91,823,202

Written Down Value 780,205,642 762,407,563

NOTE NO. 11.2 Cost - Rs.

Lease hold assets Balance at the

Beginning of the Addition during Transfer/Disposal Balance at the

Year the Year during the Year End of the Year

Rs. Rs. Rs. Rs.

Land 640,549,318 - - 640,549,318

Equipments 4,263,640 - - 4,263,640Motor Vehicles 17,617,736 - (2,045,243) 15,572,493

662,430,694 - (2,045,243) 660,385,451





NOTE - 12INVESTMENT PROPERTIES 2009 2008

Rs. Rs.

Balance as at the beginning of the year 1,151,493,932 1,226,544,412

Change in fair value during the year 115,149,393 (75,050,480)

1,266,643,325 1,151,493,932

Note 12.1

Seylan Developments PLC - West Tower

No. 90, Galle Road, Colombo 03. 1,226,643,325 1,151,493,932

Seylan Developments PLC - West TowerIn order to adopt fair value model, lease hold land and building (which comprise of East & West

towers) were revalued at Rs. 4,341,216,987 by M/S A Y Danial & Sons Incorportated Valuers using

an average of the contractor basis and capitalization basis on 31-12-2009. However, the Borad

of directors has decided to take only 10% increase over the fair value of property as at 31st

December 2009. Accordingly, the value of the investment property is Rs. 1,266,643,325.

The Investment properties includes the leasehold land & buildings, furniture & fittings and

equipments.

NOTE - 13

INVESTMENT IN PROPERTY DEVELOPMENT PROJECTS 2009 2008

Rs. Rs.

Ja - ela Commercial Complex 70,351,000 70,351,000

Nawala Project - 211,350,000

Moratuwa Housing Project 139,148,998 177,306,786

209,499,998 459,007,786


Accumulated Depreciation - Rs.

Balance at theBeginning of the Depreciation for Depreciation on Balance at the

Year the Year Disposal End of the Year

Rs. Rs. Rs. Rs.

Land 31,535,052 7,878,756 - 39,413,,808

Equipments 852,728 852,728 - 1,705,456

Motor Vehicles 8,145,621 3,309,896 (1,822,055) 9,633,462

40,533,401 12,041,380 (1,822,055) 50,752,726

Written Down Value 621,897,293 609,632,725





NOTE - 14 2009 2008

INVESTMENT SECURITIES No. of MarketShares Value Cost CostRs. Rs. Rs.

Quoted

Nations Lanka Finance PLC 200,000 2,900,000 2,000,000 2,000,000

CT Land Developers PLC 100 2,175 666 666

City Housing and Real Estate PLC 250 5,313 2,421 2,421

Colombo Fort Land & Bldg. Co. PLC 100 3,125 917 917

Overseas Realty (Ceylon) PLC 100 1,550 316 316

Kelsey Developments PLC 100 1,100 817 817

Property Development PLC 100 2,175 1,728 1,728

Colombo Land & Development Co PLC 1,250 8,125 241 241

East West Co, PLC 200 1,650 516 516

Equity One PLC 100 2,150 1,348 1,348O’ Nally Holdings PLC 100 3,550 867 867

York Arcade Holdings PLC 100 1,175 417 417Blue Diamonds Jewellery World Wide PLC 170,000 340,000 382,500 382,500

3,272,088 2,392,754 2,392,754

Unquoted

Ceylinco Savings Bank Ltd. 25,000 250,000 250,000

Ceylinco Venture Capital Investment Ltd. 95,000 950,000 950,000

Ceylinco Sports Complex (Pvt) Ltd. 220,000 2,200,000 2,200,000

Asian Finance Co. Ltd. 75,000 750,000 750,000

Ceycom Global Communication Ltd. 40,500 405,000 405,000

Ceylinco International Property Developers (Pvt) Ltd 50,000 500,000 500,000

Ceyenergy Electronic Company (Pvt) Ltd. 15,000 150,000 150,000Ceylinco Swiftcare (Pvt) Ltd. 75,000 750,000 750,000

Independent Financial News & Views (Pvt) Ltd. 4,900 49,000 49,000

Ceylinco International Realty (Pvt) Ltd. 200,000 2,000,000 2,000,000

E-Ceylinco.Com (Pvt) Ltd. 60,000 600,000 600,000

International Consultancy & Corporate Services (Pvt) Ltd 5,000 50,000 50,000

Ceylinco PLC Technology (Pvt) Ltd. 177,500 1,775,000 1,775,000The Sitar (Pvt) Ltd. 60,000 600,000 600,000Ceylinco Investment and Reality Limited 4,000,000 40,000,000 40,000,000Ceylinco CISCO Cash Management and

Transit Company (Pvt) Ltd. 10,000 100,000 100,000Seraka Investment Limited 510,000 5,100,000 5,100,000Associated Property Developers PLC 100 1,069 1,069

Ceylinco Cisco Ranaviru Services (Pvt) Ltd. 10,000 100,000 -

56,330,069 56,230,069

Total 58,722,823 58,622,823Allowance for Diminution in Value (31,479,000) (19,299,000)

27,243,823 39,323,823

NOTE - 15ASSETS HELD FOR SALE

The Company has decided to sell the Property at No. 257, Union Place, Colombo 02. during the latter part of

2008 and is still in the process of carrying out negotations with interested parties in order to get the best price.





2009 2008

Rs. Rs.NOTE - 16TRADE & OTHER RECEIVABLETrade Receivables from Related Companies 67,692,973 64,709,118Trade Receivables from Others 4,806,097 3,878,669Other Receivables from Related Companies 47,744,053 36,510,437Other Receivables from Others 40,723,432 36,654,779VAT Receivable 12,012,701 13,443,298

172,979,256 155,196,301Allowance for doubtful receivables (75,902,874) (27,021,310)

97,076,382 128,174,991

Trade & other receivable includes Rs. 12,184,219 in respect of arbitration expenses which the Company

excepts to reimburse from M / s Intertec Contracting A / s through legal procedures.The Arbitrator in Sri Lanka, awarded the Arbitration in favour of the Company on the 04th of March 2005and M/ s Intertec Contracting A / S, according to the awards is due to pay a sum of Rs. 42.50 Mn togetherwith interest at the rate of 5.16% p.a. to the company.

However M / s Intertec Contracting A / s has declared bankruptcy and the Company is liaising with the EstateAdministrator & Trustee and is awaiting finalizing of bankruptcy Court Case No. SKS 45-20450/ 2003 inDenmark Ref :- International Contractors Holdings A/ s (formerly Intertec Contracting A/ s) in bankruptcy,Central Business Register (CVR) No. : 63 87 00 13 of the Danish Bankruptcy Act (Konkursloven) to recoverthe Company's share.

NOTE - 17DEPOSITS, PREPAYMENTS AND ADVANCES

Deposits 2,766,022 2,766,022Prepayments 2,248,368 8,052,912Advances 18,709,454 19,858,671

23,723,844 30,677,605NOTE -18SHORT TERM INVESTMENTS IN SECURITIESFixed Deposits 5,942,601 39,212,527Repurchase agreements - 4,991,428Debentures 200,000 200,000

6,142,601 44,403,955

Fixed deposits amounting to Rs. 31,215,662 at Peopels Bank, International Branch, had been placed as asecurity against the overdraft facility obtained by Ceylinco Packaging Company Ltd. Since CeylincoPackaging Company Ltd has defaulted the repayment of the overdraft, the bank has transferred the title ofthe deposit to their name.

NOTE -19CASH AND BANK BALANCECash in hand 43,500 34,001Cash at Bank 2,895,608 8,713,656

2,939,108 8,747,657NOTE -20STATED CAPITAL73,982,430 Ordinary Shares 739,824,300 739,824,300Share Premium 90,760,620 90,760,620Capital Redemption Reserve Fund 525,493,650 525,493,650

1,356,078,570 1,356,078,570

In accordance with Section 58 of the Companies Act No 7 of 2007, Share Capital, Share Premium andCapital Redemption Reserve Fund have been reclassified as Stated Capital.





2009 2008

Rs. Rs.

NOTE - 22INTEREST BEARING BORROWINGS

Bank Loan 466,340,770 644,842,651Lease Trusts - Detusche Bank Note 22.1 69,140,885 112,309,881Bank Overdraft 70,676,551 33,458,692Lease Creditors Note 22.2 7,344,137 11,631,622

Ceylinco Investment & Realty Ltd 61,800,000 61,800,000675,302,343 864,042,846

Amounts Payable Within one Year Note 22.3 (423,957,498) (403,778,148)

Amounts Payable after one Year 251,344,845 460,264,698

NOTE - 22.1LEASE TRUSTS - DEUTSCHE BANK

Lease Trust - 01 24,197,587 58,364,243Lease Trust - 02 44,943,298 53,945,638

69,140,885 112,309,881

The company has borrowed a sum of Rs 150,904,284.85 and Rs 65,146,847.85 from DetuscheBank who is acting as the trustee of Seylan Developments PLC. Lease Trust 1 and 2 made betweenSeylan Developments PLC and Detusche Bank.

NOTE - 22.2LEASE CREDITORS

Balance at the beginning of the year 14,689,682 24,436,892Additions during the Year - -Adjustment (Note 22.2.1) - (3,176,255)Amount paid during the Year (5,946,192) (6,570,955)

8,743,490 14,689,682Less: Interest in Suspense (1,399,353) (3,058,060)

7,344,137 11,631,622Amounts Payable within one year (3,905,504) (4,156,543)

Amounts Payable after one year 3,438,633 7,475,079

NOTE - 22.2.1Calculation error in the previous years in respect of lease creditors have been corrected andadjusted in the previous year amounting to Rs. 3,176,255

NOTE - 22.3AMOUNTS PAYBLE WITHIN ONE YEAR

Bank Loan 315,236,799 298,362,913Lease Trusts - Detusche Bank 34,138,644 67,800,000

Lease Creditors 3,905,504 4,156,543Bank Overdraft 70,676,551 33,458,692

423,957,498 403,778,148

NOTE -21REVALUATION RESERVEOn revaluation of Land at No. 90 Galle Road, Colombo 3. 648,505,997 648,505,997On revaluation of Building at No. 90 Galle Road, Colombo 3. 28,710,830 28,710,830On revaluation of General Plant & Equipment 249,122,548 249,122,548

926,339,375 926,339,375




NOTE - 22.4

ASSETS PLEDGEDThe following securities are given against the bank facilities.

Name of the Bank Nature of the Loan/Facility BalanceLiabilities Granted outstanding Security Pledged

HNB Union Place Property 100,000,000 40,606,710 Registered Primary Floating MortgageBond Rs. 260 Mn over the Level 5 - 9of the West Tower of Seylan Towers.

People' s Bank - Moratuwa Housing 160,000,000 160,000,000 The Properties marked units 13,14,16,Nugegoda Project 17, 34, & 35 of West Tower of Seylan

Towers. Bearing assessement Nos. 90 2/1,90 2/2, 90 3/1, 90 3/2, 90 9/1, 90 9/2 ofcondominium Plan No. 59/2004 dated

4/12/2004.

HDFC Nugawaralanda Project 15,000,000 7,406,010 Land marked Lot 1 depicted in planNo. 2816, called Nugawaralandasituated at Dedigamuwa with in Kaduwela.

SMB To Meet the working capital 20,000,000 19,584,000 Primary mortgage over lot Nos 10,11,12,requirements 16 and 17 of Moratuwa property.

Deutsche Bank Union Place Property 216,051,132 69,140,886 Raised Rs. 216 Mn securitizing thebuilding rent receivable.

Seyl an Bank PLC To meet the worki ng 150,000,000 149,000,000 The Properties Maked uni ts 27,30 & 33 ofcapital requirements. West Tower of Seylan Towers. As marked

Condominium Plan No. 59/2004 dated4/12/2004.

Seylan Bank PLC Overdraft 20,000,000 36,277,687 Primary mortgage for 17.6 Mn overunit 3 & 4 at Seylan Towers. Additional

Term Loan 15,000,000 13,406,339 mortgage for 9.4 Mn over Unit 3 &Unit 4 above. Primary mortgage for

Guarantee 10,245,000 10,245,000 21 Mn over unit No. 8 at Seylan Towers.

Ceylinco Grameen To Meet the working 70,000,000 70,000,000 Promissory Notecapital requirements

NOTE - 22.5CORPORATE GUARANTEES

The following corporate guarantees are given for following companies.

Company Facility Amount Balance As At 31/12/2009 Financial Institution

Ceylinco Limited 33,000,000 - Lanka Orix Factors Ltd

Ceylinco Industries (Pvt) Ltd. 29,000,000 14,915,352 People's Bank

Ceylnco Packaging Co. Ltd. 38,000,000 22,950,786 People's Bank





2009 2008

Rs. Rs.NOTE - 23RETIREMENT BENEFIT OBLIGATIONS

Balance at the beginning of the year 31,801,284 26,121,081

Add: Provision for the year (2,936,812) 6,051,883

Transfer from Related Company - -

Restatement of gratuity - -

28,864,472 32,172,964

Less: Payments made during the year - (371,680)

28,864,472 31,801,284

Retirement Benifit Obligations has been identified according to the Actuarial valuation of the

Gratuiry Liabilities as at 31st December 2009 carried out on 12-01-2010.

NOTE - 24

TRADE & OTHER PAYABLE

Trade Payables to Related Parties 76,581,984 76,203,189

Trade Payable to Others 13,723,617 40,129,896

Accruals and Other Payables 209,181,095 110,982,240

299,486,696 227,315,325

NOTE - 25

INCOME TAX PAYABLE

Balance at Beginning of the year 5,189,730 13,005,176

Withholding Tax (21,211,943) (19,703,023)Provision for the year 662,589 7,061,622

Commissioner General of Inland Revenue 19,703,043 18,211,240

Under provision - 511,394

Payment made during the year - (13,516,571)

Economic Service Charges Paid (338,852) (380,108)

4,004,567 5,189,730NOTE - 26COMMITMENTS & CONTINGENCIESNOTE - 26.1Contingent Liabilities and Contingent Assets.NOTE - 26.1.1

Contingent liabilitiesThere were no significant contingent liabilities as at the balance sheet date that would requireadjustments to / or disclosure in the financial statements.

NOTE - 26.1.2CONTINGENT ASSETSIn respect to the legal proceedings the Company has with M/s Intertec Contracting A /s, theArbitrator in Sri Lanka, awarded the Arbitration in favour of the Company on the 04th of March2005 and M /s Intertec Contracting A /s, according to the award is due to pay a sum of Rs. 42.50Mn together with interest at the rate of 5.16% p.a. to the company.

Howerver M /s Intertec Contracting A /s has declared bankruptcy and the Company is liaising withthe Estate Administrator & the Trustee and is awaiting finalizing of bankruptcy Court Case No. SKS

45-20450/ 2003 in Denmark: Ref :- International Contractors Holding A /s (formerly IntertecContracting A /s) in bankruptcy, Central Business Register (CVR) No : 63 87 00 13 of the DanishBankruptcy Act (Knokursloven) to recover the Company's share.






NOTE - 26.2

COMMITMENTS

There were no significant commitments as at the balance sheet date that would requireadjustment to / or disclosure in the financial statements.

NOTE - 27EVENTS AFTER THE BALANCE SHEET DATE

There have been no material events after the balnce sheet date that would require adjustmentsto / or discoure in the Financial Statements except for the following.

The Company has decided to apply for a banking facility amounting to Rs. 30 Mn by offering theproperty at No. 257, Union Place, Colombo 02. as the primary mortgage. This property is shown

in the balance sheet under assets held for sale.




2009 2008

Name of the Company Nature of the Nature of Transaction Amount Amount

Relationship Rs. Rs.

Seylan Bank PLC Parent Company Bank charges paid, D/Tax,O/D Int.Paid 12,150,042 17,548,352

Loan lease expenses 187,000 -

Lease Rentals for the year 83,937 534,834

Licence fee for the Occupation for the year 80,625,022 81,644,013

Work order Income 624,163 578,972

Management Fees for the year 4,000,000 3,500,000

Loan Interest 43,953,583 -Term Loan 149,000,000 165,000,000

Rent advance 66,000,000 -

Security Deposit 15,000,000 -

OD Facility 67,168,298 29,837,608

Ceylinco Hairdressers Ltd Affiliated Company License fee for Occupation for the year 67,727 77,463

Ceylinco Hotels Ltd. Affili ated Company License fee for Occupation for the year 1,815,699 2,169,097

Work Order Income for the year 102,634 139,069

Ceyl inco Insurance PLC Affi li ated Company Insurance Premium paid in respect of fire,

Terrorism & Saborage and Staff medical. 1,248,788 20,929,107

Fire Insurance payable 262,180 -

Ceylinco CISCO Cash Management

& Transit Co. (Pvt) Ltd Affil iated Company Diminution in value of share 100,000 -

Ceylinco CISCO Security Affil iated Company Security charges for the year 4,594,836 5,625,410

Corporation (Pvt) Ltd Security charges payable 7,010,087 -

International Consultancy & Secretarial & registras fees for the year 852,733 805,343

Corp. Services (Pvt) Ltd. Affil iated Company Secretarial payable 811,552 -

Ceylinco Investments & Affil iated Company Lease Rentals for the year 184,200 185,727

Realty Ltd Salary cost receivable 5,627,071 5,627,071

Ja-Ela project expenses receivable 70,351,000 -

Naiwala project expeneses receivable 16,863,063 -

Diminution in value of share 16,000,000 -

Moratuwa project expenses payable 43,230,560 -

Investment in Fixed Deposits 5,942,601 10,000,000

Investment in Shares 40,000,000 40,000,000

Seylan Merchant Bank PLC. Affiliated Company Term Loan 19,584,000 19,168,000

Seylan Bank Asset Affil iated Company Invetment income for the year 718,470 1,287,504

Managment (Pvt) Ltd Licence fee for Occupation for the year 2,393,692 2,522,240

Rent advance 541,872 -

Security Deposit 180,624 -

Ceylinco Packaging (Pvt) Ltd Affiliated Company Provisions for Bad debtors 41,896,725 14,700,000

Ceylinco Seraka Investments Ltd Affil iated Company Diminution in value of shares 4,080,000 -

Ceylinco Home Nursing &

Swift Care (Pvt) Ltd. Affil iated Company Medical clinc service charges payable 100,000 -

Ceylinco Grameen Credit Affil iated Company Short Term Loan 70,000,000 70,000,000

Company Limited Interest on Loan for the year 21,000,000 11,408,218

Ceylinco Reit Ltd Affil iated Company Advance Paid 1,685,000 1,085,000

Ceylinco Limited Affil iated Company Project current account 6,867,802 -

NOTE - 28

DIRECTORS’ INTERESTS IN CONTRACTORS & RELATED PARTY TRANSACTIONS

NOTE - 28.1

The following transactions have been entered into with related parties during the financial year.






NOTE - 28.2

TRANSACTIONS WITH THE KEY MANAGEMENT PERSONAL OF THE COMPANY

(a) Key management personnel compensation2009 2008

Rs. Rs.Director's Emoluments 12,380,256 29,566,183Director's other short term benefits 329,135 332,049

(b) Loan given to Director/General Manager

Balance as at 31st December 2,265,000 2,565,000

The above loan was given in the capacity of being the Genaral Manager as part of theemployment benefits while he also severs as a Director. Due to the directorship he holds, thistranscation does not fall in line with section 217 (1) of Companies Act No. 7 of 2007.Accordingly, the loan is being repaid according to repayment plan.




(1) To receive and consider the Report of the Board of Directors and the auditedfinancial statements for the year ended 31st December 2009 and to receive theReport of the Auditors thereon.

(2) To re-elect Mr.M.L.P.Jayatilaka, the Director who retires by rotation in terms ofArticle 93(a) of the Company’s Articles of Association,

(3) To re-elect Mr. R.Nadarajah who retires in terms of Articles 85 (a) being a directorappointed during the year

(4) To re-elect Mr. S.Palihawadana who retires in terms of Articles 85 (a) being adirector appointed during the year

(5) To appoint the new auditors, Messers KPMG Ford Rhodes Thornton & CompanyChartered Accountants in place of the retiring auditors L M Associates and to

authorize the Directors to determine their remuneration.

(6) To authorise the Directors to determine contributions to charities and other donationsfor the year 2010

As witness my/our hand/s this ……………………. day of ……………. 2010

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

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

being a member /members of Seylan Developments PLC hereby appoint :-

Mr/Mrs/Ms....................................................................................... (NIC No. ..............................……)

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

whom failing,

Sanka Ravi Wijesinghe of Colombo 04, whom failing

Hiran Lal Gunasekara, of Gonawala whom failing

Mahendranath Lasantha Perera Jayatilaka of Nugegoda whom failing

Ramanathan Nadarajah of Colombo 07 whom failingSomadasa Palihawadana of Kotte

as my/our proxy to represent me/us and vote and speak for me/us on my/our behalf as indicated

below at the Annual General Meeting of the Company to be held on Wednesday, 28th July 2010 at

10.30 a.m and at any adjournment thereof and at every poll which may be taken in consequence

thereof.

Please indicate your preference by placing a against the Resolution Number.

For Against

Form of Proxy

..............................................

NIC Number / Reg. No.

.....................................

Signature

Instructions as to completion of the proxy are noted on the reverse hereof.



INSTRUCTIONS AS TO COMPLETION

1. Kindly perfect the Form of Proxy, after filli ng in legibly your full name & address, by signing in

the space provided and filling in the date of signature and the National Identity Card / Registration

Number.

2. If the Proxy is signed by an Attorney, the relative power of Attorney should also accompany the

Proxy Form for registration, if such power of Attorney has not already been registered with the

company.

3. If the shareholder is a company or corporate body, the Proxy should be executed under its

common seal in accordance with its Articles of Association or Constitution.

4. The completed Form of Proxy should be deposited wi th the Company Secretaries International

Consultancy & Corporate Services (Pvt) Ltd of No. 35/1, Dickman’s Road, Colombo 05, not later

than 48 hours before the meeting.

Seylan Developments Annual Report 2009

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Transcript of Seylan Developments Annual Report 2009