2021 SERENDIB ENGINEERING GROUP PLC - CSE
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SERENDIB ENGINEERING GROUP PLC
2021
CONTENTS ABOUT US 2 PERFORMANCE HIGHLIGHTS OF THE YEAR 3 BOARD OF DIRECTORS 4 INTEGRATED RISK MANAGEMENT 6 CORPORATE GOVERNANCE 9 AUDIT COMMITTEE REPORT 22 REMUNERATION COMMITTEE REPORT 23 RELATED PARTY TRANSACTIONS REVIEW COMMITTEE REPORT 24 DIRECTORS’ STATEMENT ON INTERNAL CONTROLS 25 ANNUAL REPORT OF THE BOARD OF DIRECTORS ON THE AFFAIRS OF THE COMPANY 27 FINANCIAL STATEMENTS INDEPENDENT AUDITOR’S REPORT 32 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 35 STATEMENT OF FINANCIAL POSITION 36 STATEMENT OF CHANGES IN EQUITY – GROUP 38 STATEMENT OF CHANGES IN EQUITY – COMPANY 39 STATEMENT OF CASH FLOWS 40 NOTES TO THE FINANCIAL STATEMENTS 42 SUPPLEMENTARY INFORMATION SHARE INFORMATION 75 GROUP STRUCTURE 77 PERFORMANCE SUMMARY 78 GLOSSARY OF FINANCIAL TERMS 80 ABBREVIATIONS 81 NOTICE OF MEETING 82 NOTES 83 FORM OF PROXY 84 CORPORATE INFORMATION 86
ABOUT US
Serendib Engineering Group PLC (SEG) is a multifaceted
engineering company listed on the Colombo Stock
Exchange (CSE) with over 20 years multidisciplinary
engineering experience. The company was incorporated
as a Public Limited Liability Company on 07th September
VISION
1992 and re-registered under the Companies Act No 07
of 2007 and obtained a listing on the Colombo Stock
Exchange in 2002 under Land and Property sector which “To be the premier multi-disciplinary
traded as “IDL. N0000”. The Company formerly operated engineering organization in Sri Lanka.”
as “Infrastructure Developers PLC” and Navara Capital
Limited acquired the controlling interest of Infrastructure
Developers PLC in October 2011.The Company renamed
as Serendib Engineering Group PLC with effect from
February 2013. In March 2018, Serendib Engineering
Group PLC was acquired by Serendib Holdings Pte
Ltd, with a view of expanding current operations and
diversifying in to new business ventures.
MISSION
SEG serves as the holding company of Serendib
Engineering & Agencies (Pvt) Limited, CCC Plantation “To be the most sought after engineering
Engineering Limited and Serendib Investment Holdings organization dedicated to innovation,
Limited. The Company is mainly focused on telecom
infrastructure engineering, civil engineering, In quality and customer satisfaction manned
order to succeed in all these aforementioned areas by a dynamic and motivated team of
we are strengthened with professionals who have
professionals leading to sustainable
complementary skills, a depth of expertise and a
commitment to excellence covering diverse disciplines shareholder returns.”
which allows SEG to meet its corporate objectives .This
has been the foundation for our success over the years
and remains the foundation for our future growth.
CORPORATE OBJECTIVES
In the telecom infrastructure engineering sector SEG
provides a range of telecom solutions for Sri Lanka Achieving diverse requirements of our stakeholders
Telecom, Huawei and Dialog. The company is a Tier 1
contractor for all these leading Telecom companies in Quality and customer satisfaction
Sri Lanka and holds the highest ICTAD grading of EM1
(extra low voltage installation for telecom sector). SEG Ethics, integrity and accountability in our conduct
diversified its business by building capacity in the Civil
engineering sector and has strategically positioned Innovation and best industry practices
the company to take advantage of the expanding
construction industry of the country. During the year Attracting and developing a dynamic and motivated
team of professionals
under review company has undertaken civil engineering
projects in diversified sectors such as construction of Health and safety in the work place
showrooms culverts and retaining walls.
Sustainable shareholder returns
Serendib Engineering Group PLC
2 Annual Report 2020/2021
PERFORMANCE HIGHLIGHTS OF THE YEAR
COMPANY GROUP
Increased/ Increased /
31st March 2021 2020 (Decreased) 2021 2020 (Decreased)
Revenue – – – 58,634,480 135,854,496 (77,219,663
Net Finance Cost 231 283 (52) (13,114,906) (14,363,027) 924,085
Profit / (loss) Before Tax (3,708,476) (148,629,027) 144,920,551 (61,720,535) (130,636,340) 68,915,805
Profit / (loss) For the Period (3,695,044) (148,610,428) 144,901,952 (61,707,103) (161,982,966) 100,275,863
Total Comprehensive (3,695,044) (148,610,428) 144,901,952 (62,680,072) (162,411,313) 99,731,241
Income for the Period
Financial Postion
Stated Capital 178,107,910 178,107,910 – 178,107,910 178,107,910 –
Revenue Reserves (216,496,611) (212,801,567) (3,695,044) (292,290,941) (233,046,851) (59,244,090)
Non-Controlling Interest – – – (13,335,837) (9,899,855) (3,435,982)
Total Equity (38,388,701) (34,693,657) (3,695,044) (127,518,868) (64,838,796) (62,680,072)
Plant & Equipment 17,165 73,132 (55,967) 8,171,707 7,268,817 902,890
Net-Current Assets (38,384,581) (34,749,237) (3,635,344) (191,549,377) (67,544,698) 24,004,679
Total Assets 266,479 322,475 (55,996) 108,133,491 170,025,606 (135,700,502)
Financial Analysis
Earnings per Share 0.11 (4.59) (4.47) (1.80) (4.76) 2.96
Price Earnings Ratio – - – (3.33) (0.71) (2.62)
Net Assets per Share (1.19) (1.07) (0.11) (3.53) (1.7) (1.83 )
Market Price per Share – - – 6.0 3.4 2.60
Debt Ratio % – – – 74 32 42
Debt to Equity % – – – (63) (84) 21
Gearing Ratio % – – – (170) (517) 347
Interest Cover (Times) – – – 3.52 8.00 (4.48)
Current Ratio (Times) 0.01 0.01 - 0.52 0.71 (0.19)
Acid Ratio (Times) - 0.01 - 0.40 0.62 (0.22)
Other
Number of shares 32,383,250 32,383,250 – 32,383,250 32,383,250 –
Number of employess – – – 51 64 (13)
Serendib Engineering Group PLC
Annual Report 2020/2021 3
BOARD OF DIRECTORS
Mr. Alexis Lovell Mr. G. T. Jeyaseelan Mr. Raj Moahan Balendra Mr. Nidanth Dilum
Rathnayaka
Chairman Non-Executive Director Non-Executive / Non-Executive /
Independent Director Independent Director
35 years experience in Mr. G. T. Jeyaseelan emarked Mr. Raj Moahan Balendra Mr. Nidanth Dilum Rathnayaka
the field of Investment on his career with SriLankan is an Attorney-at-Law, has more than 20 years’
Banking & Private Equity Airlines, formerly known as Air Notary Public, Fellow of the experience in the financial
and was awarded the “Most Lanka in 1980, and remained Association of Chartered services industry and
Distinguished Order of the with the company until his Certified Accountants automobile industry. He
British Empire’ by her Majesty retirement in 2014 counting (FCCA), Company Secretary currently serves as a director
the Queen of England for his over 34 years with the airline. and Justice of the Peace of Auto Capital Investments
contribution to Investment At the time of his retirement and heads the boutique Limited, Nations Credit and
Banking. He currently operates Law Firm, Messrs. Sinnadurai Investments Private Limited
he was the Chief Marketing
as Chairman of UB Finance Sundaralingam & Balendra. and Dressbay Holdings Private
Officer responsible for
Company Limited; Namal He is also Managing Director Limited. He has previously
Marketing, Airport Operations
Asset Management Ltd and of S B Corporates (Private) held executive and managerial
and Inflight Services. During
Ben Holdings (Pvt) Ltd and its Limited and Director – S B positions in Siyapatha
his career with the airline, he Finance PLC, Senkadagala
subsidiaries; and also operates Realtors (Private) Limited.. He
has served in various positions has been consulted by leading Finance PLC, Ceylinco Leasing
as Director of Associated as the airline’s country multinational companies and Corporation Limited and
Electrical Corporation Manager in Saudi Arabia, has been involved in some of Colombo Communications
Ltd. He is a Chartered UAE & Bahrain, Germany & the Sri Lanka’s landmark cases. Ltd. He holds a Master’s degree
Management Accountant (UK) Austria, Japan & Korea, China in Business Administration
His core competencies lie in
and has completed his Post and Sri Lanka & Maldives. Inward Investment, Corporate from the Australian Institute of
Graduate Degree in Business Currently functioning as and Commercial Law. Management Business School.
Administration. He is also the Group Chief Operating
an Associate Fellow of the Officer of Lycamobile UK, he
Australian Marketing Institute. is responsible for the Group’s
operations in 22 countries and
looks after Human Resources,
Information Technology and
Marketing at its Head Quarters.
He serves as a member of
the Board of Directors of two
Singaporean companies,
Serendib Holdings and Blue
Summit Capital Management.
He graduated from the
University of Jaffna, Sri Lanka,
offering Mathematics and
Statistics and holds an MBA
from Concordia University,
Montreal – Canada.
Serendib Engineering Group PLC
4 Annual Report 2020/2021
BOARD OF DIRECTORS
Mr. V Rajarajan Mr. Shirantha Herath Mr. K. Sivaskantharajah
Non-Executive / Executive Director Non-Executive /
Independent Director Independent Director
Shirantha commenced his
Having experience more than professional career at HSBC, K. Sivaskantharajah has over
20years, Worked as Group in 1993 and was involved in 40 years of professional
Finance at Euro Marketing the development of the credit experience and is well
Pvt Ltd, Maldives for 13 card operation of Hong Kong versed in the field of
Years. Worked as Regional Shanghai Bank Corporation litigation, commercial and
accountant at ALMARAI Saudi (HSBC) in Sri Lanka. Since conveyancing.
Arabia leading Dairy Company leaving HSBC in 2000 to set
in the middle east. Also up the first Hybrid Fibre- He held the position of Head
Worked with WMS software coaxial broadband network of Legal (Litigation) at John
implementation at Kuwait. in Sri Lanka, he has functioned Keells Holdings PLC from 1993
Through a team player with as the managing director of to 2017 and also served as a
the organization's worked. Lanka Broadband Networks. In Senior Manager – Legal at a
Started carrier with SJMS addition he sits on the board of leading Finance Company for
Associates as audit trainee. 9 other companies in diverse over 9 years.
industries such as Hospitality,
Have qualification of Bsc. Medical, Robotic Gem- He is an Attorney-at-Law,
in applied Accounting from cutting, Industrial Automation, Solicitor of England and Wales.
Oxford Brookes University and Geological Services,
affiliate of ACCA, Association of Research & Development
Charted Certified Accountant. and Software Development.
From 2015 to 2019 worked
in the Government sector
and held various roles such
as; Chairman, Southern
Development Board under
Ministry of Ports, Shipping
and Southern Development,
Chairman, Council of the Youth
Corps, under the Ministry
of Economic Development
and Policy Implementation,
Director at National Wealth
Corporation, Managers to the
Mahapola fund and Natwealth
securities, a government
owned Primary Dealer from
2015 to March 2017. He was
the SLPA nominee director
of Hambantota International
Port Group [HIPG], and
Hambantota International Port
Services [HIPS], Managers of
the Hambantota Sea Port.
Serendib Engineering Group PLC
Annual Report 2020/2021 5INTEGRATED RISK MANAGEMENT
INTRODUCTION
Integrated Risk Management (IRM) is The Company remains committed to maximise
defined as a set of practices and shareholder value by growing its business in line
processes supported by a risk-aware culture and with the Board determined Risk Appetite.
enabling technologies, that improves decision
making and performance through an integrated Engineering as an industry is known to be of very
view of how well an organization manages its unique high risk, internal as well as external. Serendib
set of risks. To understand the full scope of risk, Engineering Group PLC focuses on long-term
organizations require a comprehensive view sustainable value to all our stakeholders by
across all business units and risk and compliance identifying the risks, both existing and potential, and
functions, as well as key business partners, suppliers analyses all risks to determine their most probable
and outsourced entities. Generally, this involves impact, as well as to take precautions as far
reviewing operations of the organization, identifying as reasonably practicable by taking prompt actions
potential risks and the likelihood of their occurrence, to mitigate them.
and taking appropriate actions to address them, in
order to prevent most likely threats. Several key risks are identified as existing risks, to
which the company is exposed, in its day-to-day
The Group's risk management framework remained business activities and categorize them as Internal
strong throughout 2020/21, notwithstanding and external, for assessment purpose and to
prevailing challenging external conditions. The facilitate taking
Group manages risks under an overall strategy
formulated by the Board of Directors, supported by adequate precautionary measures. The core and
the senior Management team, which continuously non-core business activities are exposed to risks
reviews and enhances the effectiveness of the and uncertainties due to the nature of dynamic
Group's risk management plans, systems, processes economic environment on which the Company
and procedures. operates.
Over the last several year, the Group has taken The risks that are regarded as the most relevant
several initiatives to strengthen its risk management and salient to the Company’s business have been
capabilities. Some of these initiatives include identified. The assessment of such risks and the
adopting faster and more efficient system-driven related responses are set out below:
processes, internal controls, and fine-tuning of key
risk indicators for operational risk. ▸ Operational Risk Management
Subsequent to the developments in ▸ Information Technological Risk Management
rules and regulations, employee-related
lawsuits risk management became a serious ▸ Market Risk Management
management criterion. Today, risk management has
become an integral part of proper management ▸ Financial Risk management
practices, placing equal importance as financials or
facilities.
INTEGRATED RISK FRAMEWORK
The Board is the apex body which sets the tone
for effective risk management in the Company.
The Board, advised by the committees where
appropriate, regularly reviews significant risks
and decisions that could have a material impact
on Serendib Engineering Group PLC. These
reviews consider the level of risk that Group is
prepared to take in pursuit of the business strategy
and the effectiveness of management controls in
place to mitigate the risk exposure. Risk appetite
is the level of risk that the Company is willing to
accept in achieving its objectives and the risk
tolerance levels are the defined limits of such risk
appetite levels.
Serendib Engineering Group PLC
6 Annual Report 2020/2021INTEGRATED RISK MANAGEMENT
OPERATIONAL RISK MANAGEMENT Risk and Uncertainties
Operational risk arises due to inadequate internal The pressure from price competition and increasing
processes, systems and people or from external events. customer demands/expectations are expected to have
It is inherent in all business activities, which may result in a serious impact in the long run as well as the competition
potential financial loss and/or business instability arising within the industry as it affects the business volumes and
due to human errors and failures in internal controls, prices in selected areas of business.
operational processes or the systems that support Group Response
them. The complete elimination of the operational risk ▸ Completion of the pending projects production
is not entirely possible and that the cost of minimizing with less staff taking special permission prior to
it may outweigh the potential benefits. However, the lifting lockdown.
Group has designed and implemented comprehensive ▸ Monitoring market trends for key inputs at sector
and sound internal controls and other safety measures level to ensure we receive competitive pricing.
which are reviewed regularly to overcome the ▸ Focus on Credible business Relationship
operational risk to the maximum possible extent. Management
Risk and Uncertainties FINANCIAL RISK MANAGEMENT
Financial risks relates to the company’s ability to meet
Failure to address these risks promptly and prudently
financial obligations and mitigate credit risks, liquidity
will subsequently create a negative impact on its
risk, interest rate risk and foreign exchange risk. To
operations and the principle of “going concern”.
manage these risks, the Group’s policies and financial
Group Response authority levels are continuously reviewed. The Group’s
activities expose it to a variety of financial risks including
▸ Ensuring high standards of quality his maintain with changes in interest rates, foreign exchange rates and
continuous supervision by Experience Engineers liquidity as well as credit risk.
Technically Qualified Supervisor (a) Interest Rate Risk
▸ Regular Checks on the Accuracy of functionality of The Group's objective is to maintain an efficient optimal
tools, Equipment and Machinery interest cost structure to minimize the adverse effects
of interest volatility.
▸ Identifying slow-moving stocks and effectively
laying out a channel for these to be sold off Risk and Uncertainties
The risk would impact the company’s interest earnings,
▸ Adopting security systems at the Regional sites such
costs, cash flows and profitability.
as security tags with alarm systems, surveillance
cameras and deployment of security to manage Group Response
theft The group employs various financial instruments to
manage its exposure to interest rates risk arising
MARKET RISK MANAGEMENT
from operational, financial and investing activities.
We continuously negotiate with banks to obtain the
Market risk is the potential risk that the value or earnings
best possible interest rate for Group’s borrowings and
of a company may decline due to exposure to market
investments.
driven factors. Although the company enjoys a strong
reputation, it operates in a fiercely competitive market. (b) Foreign Exchange Risk
As the Group’s generates business from the domestic Risk arising due to foreign currency fluctuations when
market, pricing strategies of rivals can impact our dealing with foreign clients such as entering into agency
competitiveness. In view of these market pressures, agreements, sales, purchases mainly via Sterling Pound
it is essential that the group focuses on providing and US Dollars. We are also subject to the imposition of
competitive products and service. exchange controls by individual countries which could
limit our ability to import materials paid in foreign currency.
Serendib Engineering Group PLC
Annual Report 2020/2021 7INTEGRATED RISK MANAGEMENT
Risk and Uncertainties Risk and Uncertainties
Exchange rate fluctuations Exchange rate fluctuations Inability or difficulty to meet financial obligations as they
are known to create an impact on the cost structure become due would lead to greater financing costs.
and the bottom line of the company. Group Response
Group Response The regular preparation of cash flows and close
The Group expects to minimize the risks in monitoring will ensure the smooth matching of
future by using techniques such as hedging collections and borrowings against the expenses. The
the currency: either by forward foreign close monitoring of trade debtors will also smooth the
exchange contracts in respect of actual or cash flows.
a matching assets or liability of the same currency and INFORMATION TECHNOLOGICAL RISK MANAGEMENT
amount as volumes increase in future.
The Company maintains a well-established IT
(b) Foreign Exchange Risk
governance structure with the objective of avoiding risk
Risk arising due to foreign currency fluctuations when of data loss, An integrated and updated Management
dealing with foreign clients such as entering into agency Information System which generates accurate and
agreements, sales, purchases mainly via US Dollars. We timely information for prudent decision-making is the
are also subject to the imposition of exchange controls key to company sustainability.
by individual countries which could limit our ability to
Risk and Uncertainties
import materials paid in foreign currency.
Risk and Uncertainties Any disruption or failures of such system, infrastructure
and applications may have a negative impact on
Exchange rate fluctuations are known to create an
Company operations and could possibly result in
impact on the cost structure and the bottom line of the
financial losses.
company.
Group Response
Group Response
The Company initiated internal policies covering the
The Group expects to minimize the risks in future by
protection of both business and personal information,
using techniques such as hedging the currency: either
as well as the use of IT systems and applications by
by forward foreign exchange contracts in respect of
employees. Employees are trained to understand these
actual or forecasted currency exposures or hedged
requirements and also have a set ofIT security standards
naturally by a matching sales or purchase of a matching
and closely monitoring mechanisms to protect systems
assets or liability of the same currency and amount as
and information. The Company always maintains an
volumes increase in future.
updated information system to avoid obsolescence.
(c) Liquidity Risk
It has further strengthened through the establishment
The Group manages its working capital requirements of regular backup procedures, standby file servers,
with the view to minimize the cost and maintain a healthy regularized maintenance etc.
level of liquidity appropriate to the operations of the
FUTURE OUTLOOK
Group. Working capital requirements are maintained
within the credit facilities established and are adequate Along with the change in ownership undergone by the
and available to the Group to meet its obligations. Company during the year under review, the organization
The Company maintains adequate unutilised facilities is treading a more strategic path to growth and
to honour all cash outflow commitments as and when profitability, which necessitates that its Integrated Risk
they fall due to mitigate the liquidity risk. This ensures Framework remains resilient and appropriate to cater
the availability of liquidity to meet the Company’s to envisaged expansion. Serendib Engineering Group
obligations and acts as a buffer to support any PLC is committed to review the existing risk framework
deficiency in liquidity. against the backdrop of economic and social financial
changes taking place.
Serendib Engineering Group PLC
8 Annual Report 2020/2021CORPORATE GOVERNANCE
The Board of Directors of Serendib Engineering The Board of the Company has been continuously
Group PLC approach Corporate Governance committed towards improving the internal control
as fundamental to the creation, protection and systems with the view to provide transparency and
enhancement of the value of the Company. The accountability to ensure best practices of Corporate
objective is to encourage a good governance Governance principles. The internal governance
culture that safeguards the sustainable interests of structure of the Company encompasses the Board
our stakeholders. This Corporate Governance report of Directors and Board sub-committees such as
details the Company’s Corporate Governance the Audit Committee, Remuneration Committee
processes and activities for the financial year ended and Related Party Transactions Review Committee.
31st March 2021 with reference to the Code of Best As depicted below, the corporate governance
Practice of the Institute of Chartered Accountants, framework shows how the above internal
Sri Lanka, the requirements of the Securities and governance components are managed through
Exchange Commission of Sri Lanka and the Colombo internal policies, processes and procedures.
Stock Exchange.
Auditors Shareholders
Board of Directors
Audit Committee Remuneration Committee Related Party Transactions
Review Committee
Annual External The Management Internal Controls
Team
Integrated Risk
External Framework Internal Framework
Companies Act No. 07 of 2007 Articles of Association
Listing Rules of the Colombo Stock Exchange Policies and Procedures
The Code of Best Practice on Corporate Governance Corporate Values
jointly issued by SEC and ICASL
Corporate social responsibility
Elected/appointed by Reporting to
Serendib Engineering Group PLC
Annual Report 2020/2021 9CORPORATE GOVERNANCE
ROLES AND RESPONSIBILITIES OF THE BOARD OF and Accounting, Economics, Marketing, Human
DIRECTORS Resource Management and People Management,
Project Management and Logistics etc. The Board
Corporate governance impacts all aspects of an as a whole annually assesses the Board composition
organization, from communication to leadership to ascertain whether the overall expertise expected
and strategic decision making, but it primarily from the Board matches the corporate strategic
involves the Board of Directors, how the Board requirements in order to achieve stipulated
conducts itself and how it governs the Company. corporate objectives and collectively and
The core responsibility of the Directors is to exercise individually acts in accordance with the laws of the
their judgment to act in what they reasonably country. As at 31st March 2021, the Board comprised
believe to be in the best interest of the Company of three Non-Executive & one executive director.
and for the creation of long- term value and return Out of the three Non-Executive Directors 2 directors
for shareholders. In order to ensure that the Board are independent directors (As at 1/12/2020), from
is able to fulfil its responsibilities, directors have 3/5/2021 four out of five Board members are Non-
unrestricted access to information. Executive Directors. Also three out of four Non-
Executives are Independent.
Further, the Board seeks independent professional
advice when deemed necessary. BOARD APPOINTMENTS
The Board is responsible for the achievement of the The Board evaluates proposals for the appointment
Group’s overall performance objectives, accurate of new Directors by taking into account the
and efficient financial plans and annual budgets, competencies required. The group practices a
major investments, divestment and evaluation and formal and transparent procedure for the new
assessment of funding proposals, risk management appointments to the Board. When directors are
and ensuring corporate governance practices are newly appointed to the Board, they undergo
adhered to. induction about the Group direction, values,
culture, policies, governing framework, procedures
The Board has established a number of Board
and operating environment etc.
Sub-Committees to ensure the efficiency and
effectiveness of the delegation of responsibilities Details of the new appointments including a brief
and to provide an independent oversight of resume, the nature of expertise in relevant functional
Management, including the Executive Committee, areas, other directorships and their independence
which helps in terms of operational decision-making will be disclosed to the Company’s shareholders
on behalf of the Board of Directors and guides and regulatory authorities at the time of their
the Senior Management to perform their duties appointment as per the CSE Listing Rules and Code
effectively and efficiently. The Audit Committee, of Best Practice on Corporate Governance.
Remuneration Committee and Related Party
Transactions Review Committee primarily consist of RETIREMENT OF DIRECTORS AND RE-ELECTION
Non-Executive Directors. The respective roles and
responsibilities of each Board Sub- Committee are All Directors of the Board are required to submit
included in this report. themselves for re-election at regular intervals. The
Company’s Articles require a Director appointed by
BOARD COMPOSITION the Board to hold office until the next Annual General
Meeting and seek re-election by the shareholders
The Board members of the Company are drawn at that meeting and for one-fourth of the Directors
from diverse backgrounds and qualifications, and in office to retire at the Annual General Meeting.
bring a wide range of commercial and financial The Directors who retire are those who have
experience to the Board. The group policy is to served for the longest period after their appoint/
maintain a healthy balance between the Executive, re-appointment. Retiring Directors are eligible for
Non-Executive and Independent Directors with re-election. The provisions of the Articles do not
vast range of experience and expertise in the require the Chairman and the Deputy Chairman to
industry including fields of Management, Business, retire by rotation
Administration, Construction, Law, Banking, Finance
Serendib Engineering Group PLC
10 Annual Report 2020/2021CORPORATE GOVERNANCE
BOARD MEETINGS Messrs R M Balendra, N D Rathnayaka (as at
31/12/2020) and as at 3/5/2021 N D Rathnayaka,
The Board meets during the year to review the V Rajarajan and K Sivaskantharajah qualify against
business performance and key activities of the the criteria for independence as per Rule 7.10.4 of the
Company and to discuss and debate business Listing Rules and the Board, based on declarations
proposals put forward bv the Management. During submitted by the said Directors has determined
the financial year under review, there were one (01) that they are Independent Directors.
Board Meetings. The number of Board Meetings
attended by the Board of Directors are disclosed BOARD SECRETARY
below. Also, the Board of Directors was provided
with the necessary information well in advance by S.S.P Corparate Services (Pvt) Ltd has been serving
sending them the Board Papers, proposals and as the Company Secretaries with effect from
discussion topics in order to ensure deliberation 10th February 2020.
and effective decision making at the time of the
In addition to maintaining board minutes and
Board Meeting.
records, the Board Secretary has provided support
in ensuring that the Board receives timely and
Name of the Director Attended
accurate information, advice related to corporate
R. M. Balendra governance matters, Board procedures and
(Resigned w.e.f. 31/12/2020) 01 regulatory requirements during the year under
review.
N. D. Rathnayaka 02
BOARD SUB-COMMITTEES
A. I. Lovell (Resigned w.e.f. 1/12/2020) 01
The Board has delegated some of its functions
G. T. Jeyaseelan 02 to Board Sub-committees, while retaining the
K. Sivaskantharajah final decision rights. There are three Board Sub-
(Appointed w.e.f. 3/5/2021) 00 Committees as follows;
V. Rajarajan (a) Audit Committee
(Appointed w.e.f. 24/5/2021) 00 The Audit Committee comprises of three (03)
Mr. S.A.B Herath – Director Non-Executive Directors upto 31/12/2020 and
(Appointed w.e.f. 3rd May 2021) 00 comprices of 2 Non-Executive Director upto 10
may 2021. However 4 Non-Executive Directors with
BOARD EVALUATION effect from 10 May 2021. Member of a Committee is
a senior Chartered Accountant.
The Board of Directors has adopted an annual process
for evaluating the effectiveness of the Board. The Principally, the Audit Committee monitors and
Board conducted its annual performance evaluation supervises management’s financial reporting
of the Board and individual directors by the end of process to ensure accuracy and timely disclosure,
the financial year 2020/21 on a self-appraisal basis. transparency, integrity and quality of financial
This performance evaluation is carried out based reporting within the Group.
on the contribution and commitment towards
achieving corporate goals and objectives The Committee ensures the independence of the
external auditors and confirms the compliance
INDEPENDENCE with the requirements under the Companies Act,
No. 07. of 2007 in relation to appointments, re-
Independence of the Directors has been determined appointments and removal of the External Auditors.
in accordance with the CSE Listing Rules and The Committee makes recommendations to the
each Non-Executive Director submits an annual Board as appropriate. The External Auditors are
declaration of independence/non-independence in duly appointed by the shareholders at the Annual
the prescribed format and the Board has determined General Meeting.
the independence of Directors based on the same.
Serendib Engineering Group PLC
Annual Report 2020/2021 11CORPORATE GOVERNANCE
The Committee confirms to the best of their The Board of Directors pay broad attention to the
knowledge that the functions of the Audit Committee adoption of sound and accurate reporting practices
are in accordance with the requirements under the to ensure that an honest and balanced assessment
Listing Rules of the Colombo Stock Exchange. is presented at all times.
The Audit Committee met 02 times for the year INTERNAL CONTROLS
ended 31st March 2021 and the detailed Audit
Committee report is presented on page 23 of this The Board of Directors ensures to maintain a strong
Annual Report. internal control system to safeguard shareholders
wealth.
(b) Remuneration Committee
The Board periodically reviews and assesses the
The functions of the Committee encompass internal control system with a view to increase
determination of compensation and benefits of the efficiency and productivity of the Company’s
the CEO and Executive Directors. The committee wealth.
simultaneously ensures that no Director is involved in
setting his own remuneration. The salient responsibility The Board ensures the timely reporting to
of the Remuneration Committee includes formulation, shareholders and compliance with the statutory
establishment of remuneration policies, reviewing, requirements and provisions.
approving and recommending to the board, as well as
Further the Board confirms that there is an ongoing
remunerations of Directors including the key position
process for identifying, evaluating and managing
of the Company and employees of the Company.
the significant risk faced by the organization.
The Committee comprises of three Non-Executive
Directors. (as at 31/12/2020) and Four Non-Executive The framework is designed to provide reasonable
Directors from 10/5/2021. care of,
The Remuneration Committee report is presented
on page 24 of this Annual Report. ▸ Efficiency and effectiveness of operations
(C) Related Party Transactions Review Committee ▸ Reliability of financial and other management
information
The key objective of the Related Party Transactions
Review Committee is to ensure that the interests ▸ The prevention of frauds
of shareholders as a whole are taken into account
by the company when entering into Related Party ▸ Compliance with relevant national laws and
Transactions. Further, the Committee provides an Company regulations
independent review, approval and oversight of all
the proposed related party transactions to maintain The board has delegated the process of reviewing
the key principles of the company “accountability the effectiveness of the internal controls to the Audit
and the transparency”. The detailed Related Party Committee.
Transactions Review Committee report is presented
CODE OF BUSINESS CONDUCT AND ETHICS
on page no 25.
Although there is no written code of conduct of the
ACCOUNTABILITY AND FINANCIAL REPORTING
Directors, they are conscious of the duties required
The Board of Directors are directly responsible for of them. The transactions and activities which were
the company’s overall activities to shareholders of associated with the Company are disclosed under
the Company. related party transactions on pages 67 to 71 under
Note 22 of the Financial Statements.
Therefore, the Board of Directors and the
Management make it their priority to provide The Company complies with the Code of Best
complete disclosure of financial and non-financial Practices on Corporate Governance jointly issued
information in accordance with commercial by the Securities and Exchange Commission of
practices. The Board has presented a balanced Sri Lanka (SEC) and the Institute of Chartered
and understandable assessment of the Company’s Accountants of Sri Lanka (ICASL) as disclosed under
financial position, performance and prospects the Compliance Report on pages 15 to 22.
during 2020/21.
Serendib Engineering Group PLC
12 Annual Report 2020/2021CORPORATE GOVERNANCE
DISCLOSURES TO THE PUBLIC, SEC AND CSE
The Board of Directors, in conjunction with the
Audit Committee where applicable, is responsible
in ensuring the accuracy and timeliness of published
information. The quarterly Financial Statements
along with the explanatory notes are disclosed and
published to all company’s stakeholders by the
Company in accordance with the SLFRS, Listing
Rules of the Colombo Stock Exchange and Securities
and Exchange Commission of Sri Lanka.
Furthermore, any other material financial and non-
financial information which are price sensitive
information about the Company is promptly
communicated to the CSE and such information
is also released to all stakeholders including
employees, shareholders and regulatory authorities
and the press.
INVESTOR RELATIONS
The Company continuously focuses on maintaining
an active dialogue with shareholders, potential
investors, investment banks, stock brokers and
other interested parties in ensuring effective
investor communications.
The primary mode of communication between the
Company and the shareholders are through the
Annual Report, Interim Reports and Annual General
Meeting.
In order to achieve this objective, there is an Investor
Relations team which focuses on the followings;
▸ Maintaining and building healthy relationships
▸ Keep investors informed about group’s
performance and obtain constructive feedback
▸ Responding to queries and clarifying on concerns
of investors
Further, individual shareholders are encouraged to
carry out adequate analysis or seek independent
advice on their investing, holding or divesting
decisions at all times. Individual shareholders are
encouraged to participate at General Meetings and
exercise their voting rights.
COMPLIANCE WITH THE COLOMBO STOCK
EXCHANGE RULES ON CORPORATE GOVERNANCE
Levels of Compliance with the CSE Listing Rules and
Code of Best Practices on Corporate Governance
are given in the Compliance Report under pages 14
to 21 in this report.
Serendib Engineering Group PLC
Annual Report 2020/2021 13CORPORATE GOVERNANCE
COMPLIANCE REPORT
Statement of Compliance under Section 7.10 of the Colombo Stock Exchange (CSE) on Corporate Governance.
Relevant CSE Guideline Degree of SEG Action
Section Compliance
7.10 Compliance
a./b./c. Compliance with Corporate Complied with The Group is in compliance with the Corporate
Governance Rules Governance Rules and deviations are
explained where applicable.
7.10.1 Non-Executive Directors
a./b./c. At least two members or 1/3 of the Board, Complied with As at 1/12/2020 3 out of the 4 Board Members
which is higher should be are Non- Executive Directors. from 31/12/2020
Non-Executive Directors to 3/5/2021 2 out of 2 Board Members are
Non- Executives. there after from 3/5/2021 4
out of 5 Board Members are Non- Executive.
SEG is committed to maintain an appropriate
mix of skills and experience in the Board.
7.10.2 Independent Directors
a. 2 or 1/3 of Non-executive directors, which is Complied with/ 2 out of 3 Non-Executive Directors are
higher shall be “Independent” Non Complied Independent as at 1/12/2020. from 31/12/2020
to 3/5/2021 1 out of 2 Non- Executives
Directors are Independent. There for Company
has not complied with rule in this particula
period There after from 3 out of the 4 Non-
Executive Directors are Independent
b. Each Non-Executive Director to submit a Complied with All Independent Non-Executive Directors
signed and dated declaration of his/her submit declarations as to their Independence
independence or non-independence in the or non- independence upon appointment and
prescribed format on an annual basis.
7.10.3 Disclosures Relating to Directors
a./b. The Board shall annually make a determination Complied with All Independence of the Directors has been
as to the independence of the Non-executive determined in accordance with CSE Listing
Directors and names of Independent Directors Rules (Appendix 7A) and xx independent
should be disclosed in the Annual Report Non-Executive Directors have submitted
signed confirmations of their independence.
c. A brief resume of each Directors should be Complied with Refer Board of Directors section of the Annual
included in the Annual Report including the Report.
Director's experience
d. Forthwith provide a brief resume of new Complied with A brief resume of the new directors were
Directors appointed to the Board with details submitted to the CSE as and when such
specifiedin 7.10.3 a,b and c to the CSE appointments were made.
7.10.4 Criteria for Defining Independence
a. – h. Requirements for meeting the criteria to be Complied with As at 1/12/2020 2 Directors, as at 31/3/2021 1
an Independent Director Directors is independent. And as at 3/5/2021
3 Directors are independent are qualified as
“Independent” as per the criteria given under
Listing Rules
7.10.5. Remuneration Committee
a.1 Remuneration Committee shall comprise of a Complied with/ Remuneration Committee comprises of
minimum of two independent Non- Executive Non Complied three Non-Executive Directors 2 of whom
Directors (in instances where an Entity has are independent (upto 31/12/2020). From
only two Directors on its Board) or of 31/12/2020 to 3/5/2021 1 out of 2 Non-
Non-Executive Directors, a majority of whom Executive Directors are independent (where
shall be independent, which ever shall be company has only 2 Directors on its board).
higher There for our company has not complied wirh
rule in this particula period
Serendib Engineering Group PLC
14 Annual Report 2020/2021CORPORATE GOVERNANCE
Relevant CSE Guideline Degree of SEG Action
Section Compliance
b. Remuneration Committee shall recommend Complied with Refer Remuneration Committee report of the
the remuneration of the Chief Executive Annual Report
Officer and the Executive Directors
c.1 Names of Remuneration Committee members Complied with Refer Remuneration Committee report of the
Annual Report
c.2 Statement of Remuneration policy Complied with Refer Remuneration Committee report of the
Annual Report
c.3 Aggregate remuneration paid to Executive Complied with Refer Director's Remuneration sub section
Directors and Non-Executive Directors under Annual Report of the Board on the Affairs
of the Company
7.10.6 Audit Committee
a.1 Audit Committee shall comprise of a minimum Complied with/ Audit Committee is comprised of 3
of two independent Non- Executive Directors Non-Executive Directors, 2 of whom are
(in instances where an entity has only two Non Complied independent (As at 31/12/2020) From
Directors on its Board) or of Non- Executive 31/12/2020 to 3/5/2021 1 out of 2 Non-
Directors, a majority of whom should be Executive Directors are independent (where
independent, which ever shall be higher company has only 2 Directors on its board).
There for our company has not complied wirh
rule in this particula period From 3/5/2021 3
out of the 4 are independent as stated in the
Audit Committee Report of the Annual Report.
a.2 A Non-Executive Director shall be the Complied with The Chairman of the Audit Committee is
Chairman of the committee Non-Executive Director
a.3 Chief Executive Officer and Chief Financial Complied with The Finance Manager attended most of the
Officer should attend Audit Committee Audit Committee meetings by invitation
meetings
a.4 The Chairman of the Audit Committee or Complied with The Chairman of the committee is a member of
one member should be a member of a a recognized accounting body in Sri Lanka
professional accounting body
b. Functions of the Audit Committee Complied with Refer Report of the Audit Committee in the
Annual Report
b.1 Overseeing the preparation, presentation Complied with The Audit Committee assists the Board in
and adequacy of disclosures in the Financial fulfilling its oversight responsibilities for the
Statements in accordance with SLFRS/LKAS integrity of the financial statements of the
Company and the Group
b.2 Overseeing the compliance with financial Complied with The Audit Committee has the overall
reporting requirements, information responsibility for overseeing the preparation
requirements as per laws and regulations of financial statements in accordance with the
laws and regulations of the country and also
recommending to the Board, on the adoption
of best accounting policies
b.3 Ensuring the internal and risk management Complied with The Audit Committee assesses the role and the
controls are adequate to meet the effectiveness of the Group Business Process
requirements of the SLFRS/LKAS Review division which is largely responsible for
internal control and risk management
b.5 Make recommendations to the Board Complied with The Committee is responsible for
pertaining to External Auditors appointment, reappointment, removal of
External Auditors and also the approval of the
remuneration and terms of engagement
Serendib Engineering Group PLC
Annual Report 2020/2021 15CORPORATE GOVERNANCE
Relevant CSE Guideline Degree of SEG Action
Section Compliance
c.1 Names of the Audit Committee members shall Complied with Refer Board Sub Committees section of the
be disclosed Annual Report
c.2 Audit Committee shall make a determination Complied with Refer Report of the Audit Committee in the
of the independence of the external auditors Annual Report
c.3 Report on the manner in which Audit Complied with Refer Report of the Audit Committee in the
Committee carried out its functions Annual Report
b.4 Assessment of the independence and Complied with The Audit Committee assesses the external
performance of the entity's External Auditors auditor's performance, qualifications and
independence
Compliance with the Code of Best practice of Corporate Governance issued jointly by the Securities and
Exchange Commission of Sri Lanka (SEC) and the Institute of Charted Accountants of Sri lanka (ICASL)
Relevant Guide line Degree of SEG Action
Section Compliance
A.1 The Board – Effective Board, which should direct, lead and control the Company
A.1.1 Regular Board meetings and supply of Complied Refer pages 10
information with
A.1.2 The Board should be responsible for matters Complied Refer page 10
including, formulation and implementation with
of a sound business strategy, skills and
succession of the Management team, effective
systems to secure integrity of information,
internal controls, business continuity and
risk management, compliance with laws,
regulations and ethical standards, stakeholder
interests, recognize sustainable business
development in corporate strategy, adopting
appropriate accounting policies and fostering
compliance with financial regulations and
fulfilling other Board functions
A.1.3 Collectively and individually act in Complied Refer page 13
accordance with the laws of the country with
and obtain professional advice as and
when necessary
A.1.4 Access to advice and services of the Complied Refer page 12
Company Secretary with
A.1.7 Board induction and training Complied Refer page 10
with
A.2 Chairman and Chief Executive Officer
(CEO)
Justification for combining the roles of the N/A N/A
Chairman and the CEO
A.3 Chairman's Role
The Chairman should ensure Board N/A
proceedings are conducted in a proper Complied
manner upto
1/12 2010
Serendib Engineering Group PLC
16 Annual Report 2020/2021CORPORATE GOVERNANCE
Relevant Guide line Degree of SEG Action
Section Compliance
A.4 Financial Acumen
The Board should ensure the availability Complied Refer page 10
within it of those with sufficient financial with
acumen and knowledge to offer guidance
on matters of finance
A.5 Board Balance
In the event the Chairman and CEO is the N/A N/A
same person, Non-Executive Directors
should comprise majority of the Board
Where the constitution of the Board of N/A N/A
Directors includes only two Non-Executive
Directors, both such Non-Executive
Directors should be “Independent”
Definition of Independent Directors Complied Refer page 11
with
Declaration of Independent Directors Complied Refer page 11
with
Board determinations on independence Complied Refer page 11
or non-independence of Non-Executive with
Directors
If an Alternate Director is appointed by a N/A N/A
NED, such Alternate Director should not be
an Executive of the company
In the event the Chairman and CEO is the N/A N/A
same person, the Board should appoint
one of the Independent Non-Executive
Directors to be the “Senior Independent
Director”
The Senior Independent Director should N/A N/A
make himself available for confidential
discussions with other Directors who may
have concerns
A.6 Supply of Information
Board should be provided with timely Complied Refer pages 10 and 11
information to enable it to discharge its with
duties
Timely submission of the minutes, agenda Complied Refer pages 10 and 11
and papers required for the Board Meeting with
A.7 Appointments to the Board
Nomination Committee to make N/A The Company doesn't not have
recommendations on new Board a Nomination Committee as we
appointments believe given the structure of
the Company it would not be
required
Serendib Engineering Group PLC
Annual Report 2020/2021 17CORPORATE GOVERNANCE
Relevant Guide line Degree of SEG Action
Section Compliance
Assessment of the capability of Board to Complied Refer page 11
meet strategic demands of the Company with
Disclosure of new Board member profile Complied Refer page 10
and Interests with
A.8 Re-election
Re-election at regular intervals and should Complied Refer page 10
be subject to election and re-election by with
shareholders
A.9 Appraisal of Board Performance
The Board should annually appraise itself Complied Refer page 11
on its performance in the discharge of its with
key responsibilities
The Board should also undertake an annual self- Complied Refer page 11
evaluation of its own performance and that of with
its Committees
The Board should state how such Complied Refer page 11
performance evaluations have with
A.10 Disclosure of Information in respect of
Directors
Profiles of the Board of Directors and Complied Refer page 4,5,6 & 11
Board meeting attendance with
A.11 Appraisal of Chief Executive Officer (CEO)
Appraisal of the CEO against the set Complied Refer page 11
strategic targets with
B. Directors’ Remuneration
B.1 Remuneration Procedure
B.1.1 The Board of Directors should set up a Complied Refer page 23
Remuneration Committee with
B.1.2 Remuneration Committee should consist Complied Refer page 23
exclusively of Non-Executive Directors with
B.1.3 The Chairman and members of the Complied Refer page 23
Remuneration Committee should be listed in with
the Annual Report each year
B.1.4 Determination of the remuneration of Non- Complied Refer page 23
Executive Directors with
B.1.5 The Remuneration Committee should Complied Refer page 23
consult the Chairman and/or CEO about with
its proposals relating to the remuneration
of other Executive Directors
Serendib Engineering Group PLC
18 Annual Report 2020/2021CORPORATE GOVERNANCE
Relevant Guide line Degree of SEG Action
Section Compliance
B.2 The level and make up of remuneration
B.2.1 to Performance related elements in pay Complied Refer page 23
B.2.4 structure and alignment to industry with
practices
B.2.5 Executive share options should not be N/A N/A
offered at a discount
B.2.6 Designing schemes of performance- Complied Refer page 23
related remuneration with
B.3 Disclosure of Remuneration
B.3.1 Disclosure of remuneration policy and N/A N/A
aggregate remuneration
C. Relations with Shareholders
C.1 Constructive use of the AGM and conduct
of General Meetings
C.1.1 Counting of proxy votes Complied Proxy votes, those for and
with against and withheld are
counted
C.1.2 Separate resolution to be proposed for Complied Separate resolutions are
each item with proposed for each item
C.1.3 Heads of Board Sub-Committees to be Complied All the Executive and Non-
available to answer queries with Executive Directors are available
to answer queries or concerns
C.1.4 Notice of Annual General Meeting to be Complied Notice of AGM and related
sent to shareholders with other papers as with documents are sent to the
per statute shareholders along with the
Annual Report within the
specified time
C.2 Communication with shareholders
C.2.1 Channel to reach all shareholders to Complied Refer page 11 of this Annual
disseminate timely information with Report
C.2.2 Policy and methodology of Complied Refer page 11 of this Annual
communication with shareholders and with Report
implementation
C.3 Major and material Transactions including
related party transactions
D. Accountability and Audit
D.1 Financial Reporting
D.1.1 Disclosure of interim and other price- Complied Refer page 11
sensitive and statutorily mandated reports with
to Regulators
Serendib Engineering Group PLC
Annual Report 2020/2021 19CORPORATE GOVERNANCE
Relevant Guide line Degree of SEG Action
Section Compliance
D.1.2 Declaration by the Directors that the Complied Refer Annual Report of the
company has not engaged in any with Board on the state of affairs of
activities, which contravene laws and the Company on page 26 to 27
regulations, declaration of all material necessary
interests in contracts, equitable treatment
of shareholders and going concern with
supporting assumptions or qualifications
as
D.1.3 Statement of Directors' responsibility Complied Refer Annual Report 2020/20
with – Statement on Director's
Responsibility on page 26 to 27
D.1.4 Management Discussion and Analysis Complied Refer Annual Report 2020/20–
with Management Discussion and
Analysis on pages 26 to 27
D.1.5 The Directors should report that the Complied Refer Annual Report 2020/20
business is a going concern, with with –Statement on Director's
supporting assumptions or qualifications Responsibility on page 25 to 26
as necessary
D.1.7 Disclosure of Related Party Transactions Complied Refer pages 66 to 67 Note 22 of
with the financial statement for the
year ended 31st March 2021
D.2 Internal Control
D.2.1 Annual review of effectiveness of system of Complied Refer Directors Statement on
Internal Control and report to shareholders with Internal Controls on pages 25
as required and 26 of this Annual Report
D.2.2 Internal Audit function Complied Refer Directors Statement on
with Internal Controls on pages 25
and 26 of this Annual Report
D.2.3/ Maintaining a sound system of internal Complied Refer Directors Statement on
D.2.4 control with Internal Controls on pages 25
and 26 of this Annual Report
D.3 Audit Committee
D.3.1 The Audit Committee should be Complied Refer Audit Committee Report
comprised of a minimum of two with on page 22 of this Annual Report
Independent Non- Executive Directors or
exclusively by Non- Executive Directors
or, a majority of whom should be
independent, whichever is higher. The
Chairman of the Committee should be a
Non-Executive Director, appointed by the
Board.
D.3.2 Terms of reference, duties and Complied Refer Audit Committee Report
responsibilities with on page 22 of this Annual Report
D.3.4 Disclosure of Audit Committee Complied Refer Audit Committee Report
membership with on page 22 of this Annual Report
Serendib Engineering Group PLC
20 Annual Report 2020/2021CORPORATE GOVERNANCE
Relevant Guide line Degree of SEG Action
Section Compliance
D.4 Code of Business Conduct and Ethics
D.4.1 Availability of a Code of Business Conduct Complied There is no written Code of
and Ethics and an affirmative declaration with Business Conduct. (page 9 to 13)
that the Board of Directors abide by such
Code Refer Corporate Governance
Report on Pages 9 to 13 of this
Annual Report
D.4.2 The Chairman must certify that he/she is Complied Refer Corporate Governance
not aware of any violation of any of the with Report on pages 9 to 13 of this
provisions of this Code Annual Report
D.5 Corporate Governance Disclosures
D.5.1 The Directors should include in the Complied Refer Corporate Governance
company's Annual Report a Corporate with Report on pages 9 to 13 of this
Governance Report Annual Report
E. Institutional Investors
E.1 Shareholder Voting
Conducting regular and structured Complied There is an Investor Relations
dialogue with shareholders based on with team to conduct annual
a mutual understanding of objectives discussions with Shareholders.
shareholders as and when applicable.
E.2 Evaluation of Corporate Disclosures
E.2 When evaluating companies’ governance Complied Refer page 13 of this Annual
arrangements, particularly those relating to with Report
Board structure and composition, Institutional
investors should be encouraged to give due
weight to all relevant factors drawn to their
attention
E. Other Investors
F.1 Investing Divesting Decision
F.1 Individual shareholders, investing directly Complied Refer page 13 of this Annual
in shares of companies should be with Report
encouraged to carry out adequate analysis
or seek independent advice in investing or
divesting decisions
F.1 Shareholder Voting
F.2 Individual shareholders should be Complied Individiual shareholders are
encouraged to participate in General with encouraged to participate in
Meetings of companies and exercise their General Meetings and exercise their
voting rights voting right. Relevent notices of
such meetings are sent on time.
Serendib Engineering Group PLC
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