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s CORPORATE INFORMATION 2CHAIRPERSON’S STATEMENT 3BOARD OF DIRECTORS 4 - 5FINANCIAL HIGHLIGHTS 6DIRECTORS’ REPORT 7 - 8CORPORATE GOVERNANCE 9 - 11AUDIT COMMITTEE REPORT 12REMUNERATION COMMITTEE REPORT 13DIRECTORS’ RESPONSIBILITY FOR FINANCIAL REPORTING 14REPORT OF THE AUDITORS 15INCOME STATEMENT 16BALANCE SHEET 17STATEMENT OF CHANGES IN EQUITY 18CASH FLOW STATEMENT 19NOTES TO THE FINANCIAL STATEMENTS 20 - 33VALUE ADDED STATEMENT 34TEN YEAR SUMMARY 35SHAREHOLDER AND INVESTOR INFORMATION 36 - 38NOTICE OF MEETING 39NOTES FOR THE NOTICE OF MEETING 40FORM OF PROXY 41INSTRUCTIONS ON PROXY 42FORM OF ATTENDANCE 43

Page No.

Corporate InformationAbans Electricals PLCAnnual Report 2011 / 2012

02

NAME OF THE COMPANY Abans Electricals PLC.

LEGAL FORM Public Quoted Company

COMPANY INCORPORATION Incorporated in Sri Lanka under the Companies Ordinance No. 51 of 1938 (Chapter 145 of the Legislative Enactment of Sri Lanka 1956 Revised Edition) as a Private Liability Company on the 25th of November 1981. REGISTRATION NO. PQ 188 (Former Registration No.PVS 7974)

The company was re-registered in accordance with Companies Act No. 7 of 2007 on 18th August 2008.

STOCK EXCHANGE LISTING Ordinary Shares of the Company were listed with Colombo Stock Exchange on 7th March 1983.

REGISTERED OFFICE No.498, Galle Road, Colombo 03.

WEB SITE www.abansgroup.com

DIRECTORATE Mrs. A. Pestonjee (Chairperson) Mrs. S. Dubash Mr. B. Pestonjee Mr. R. Pestonjee Mr. A. Raffel Mr. C. A. Fernando Prof. Lakshman R. Watawala Mrs. D.P. Pieris

BANKERS Hatton National Bank PLC People’s Bank Bank of Ceylon Sampath Bank PLC Hongkong and Shanghai Banking Corporation Limited Seylan Bank PLC LAWYERS Varners Level 14, West Tower, World Trade Centre, Echelon Square, Colombo 01.

AUDITORS SJMS Associates Chartered Accountants No.2, Castle Lane, Colombo 04.

SECRETARIES Varners International (Pvt) Ltd Level 14, West Tower, World Trade Centre, Echelon Square, Colombo 01. E-MAIL ADDRESS [email protected] / [email protected]

TELEPHONE NO. 2632721 / 4205024

FAX NO. 2635157

Chairperson’s StatementAbans Electricals PLC

Annual Report 2011 / 2012

03Dear Shareholder,

On behalf of the Board of Directors, I warmly welcome the shareholders to the 30th Annual General Meeting of Abans Electricals PLC. I am privileged in presenting the Annual Report and the Audited Financial Statements pertaining to the operations in terms of the financial performance and the financial position of the company for the year ending 31st March 2012.

Economic Review:

Country is developing a strong and steady industrial growth to improve its potential in an accelerated indus-trial development. Government policy is to develop industry in rural areas with the participation of private sector. For this purpose, government provides necessary infrastructure facilities beyond city limits. The economic policies of the decision makers are focused to have internationally competitive industries with modern technology.

As a developing country industrial policy has opened the path way to private sector to expand their business by introducing new products and services to the market which will contribute to achieve social economic growth and create new employment to improve the standards of living for all sectors with an ultimate goal to increase the gross domestic production.

Performance:

Company embarked a new venture last year especially in the energy sector by introducing Solar Energy Power Systems (Off-grid and On-grid), Solar Water systems and Energy Efficient Inverter Air Conditioners.

Company improved it’s customer care beyond the regular customer base to supply energy efficient products to improve the negative effects to the environment.

Company always focuses towards the environmental protection and the solar products are “eco friendly”. These products initiate to step up the business and help to preserve nature. Company strategy is to introduce best products and services to customers to make life easy and convenient.

The Government supported the local manufacturing sector by introducing new tariffs during the last budget. Accordingly, the contribution from the refrigerator production had a notable growth in the latter part of the financial year. But due to import tax liberalization to improve Information Technology the television production reduced and this brought less revenue to the company.

Washing Machine, Water Geyzer and Air conditioner Production Lines maintained the same level of performance as previous financial year.

The washing machine sales will improve with the launch of new state of art fully automatic washing machine in the new financial year.

In the corporate vision, it views employees as an asset to the organization whose value is enhanced by development. By implementing several Training and Development programs, we aim to increase the morale among employees, their motivation and also the efficiencies in the processes which results in more customer satisfaction.

Customer care is the main function of the service division. The growth in service division is evident and primary goal is towards customer satisfaction.

Appreciation:

I wish to place on record, my sincere thanks to my fellow Directors for their tireless efforts and valuable co-operation during the year to improve the shareholder value delivered by the company.

I also wish to convey the appreciation to our shareholders who have placed their trust and confidence on the company. We appreciate the trust you place in our stewardship and we will work diligently to be worthy of that trust to reward you for your investment.

Let me conclude by expressing my gratitude to the senior management and the staff for their unconditional commitment and support during the year.

Aban PestonjeeChairperson 10th August 2012

Aban PestonjeeChairperson 10th August 2012

Board of Directors Mrs. Aban Pestonjee - Chairperson

A resourceful and self - taught entrepreneur, Mrs. Pestonjee has come to exemplify the Abans’ creed of “finding a need and fulfilling it”. Her passion, drive and

courage, especially as a South Asian woman in a then male dominated business world hasinspired successive generations of Sri Lankan Business women and have won herthe

praise of many others. She continues in the role of Chairperson of Abans Group of Companies.

Mrs. Pestonjee has been awarded;SAARC Women’s Association - Sri Lanka Chapter – “Award of Excellence for Woman

Achievers for Outstanding Achievement” – Year 2000.

“The Bronze Award “ for the large Business Category by Women’s Chamber of Industry & Commerce at the year 2000 Women Entrepreneurs of the Year Award Ceremony.

“KOTRA Plaque of Appreciation - 2005” for forging strategic foreign economic ties between Korea & Sri Lanka.

Culminating in 2006, she received international recognition for winning the leading women entrepreneur of the world award. Mrs. Pestonjee was awarded the prize by the

princess of Thailand.

Mr. B. Pestonjee - Director

Marine Engineer Class 1 ( D.O.T. London) A total dynamo, his creed of “conceived today, implemented with phone calls” has been a key contributor to the rapid success of this company. He heads the marketing and Sales Divisions of the Company and liaises with the key principles of important institutions. An inspiring leader for a talented and dedicated group of marketing and sales personnel, the results or Mr. Pestonjee’s expertise are evident in the rapidly increasing turnover and brand recognititon of the Abans name.

Mrs. S. Dubash

Holds a Honours degree in Chemistry (London), MBA (USA), Phd. She is a member of representative Committee o f Women’s Chamber of Commerce and Industry of the Ceylon Chamber of Commerce. A Director of Abans (Pvt) Ltd. and other Group Companies. Within the group, Mrs. Dubash is chiefly involved in administering the supply chain functions of import purchasing, wharf clearance, warehousing, inventory control, distribution and information systems.

Retail Accounts and Hire Purchase Departments also come under her purview. Flexible, hard - working employees have long been Mrs. Dubash's main aides and as a result, she oversees the Training Department to ensure the continuous training and development of quality Abans employ-ees. Her major projects currently include s ourcing a 3PL partner, introducing an ERP system for the Abans (Pvt) Limited channel and spearheading other e-commerce initiatives, most recent of which is buyabans.com, the online retail arm of Abans She is supported by an excellent, hard-working senior administrative network.

Mr. R. Pestonjee

Number - crunching and venturing into new avenues of business has been Mr. Rusi Pestonjee's forte. A leader in Abans in the Accounting and Financial areas, his treasury management skills have largely come into use in the establishment of the Abans Finance PLC, which was set up initially to help finance the Abans Limited customers. His involvement also includes Abans Environmental Services, adding to Abans' reputation as a socially responsible organization, and AB Securitas.

Board of Directors

Prof. Lakshman R. Watawala - Independent Non Executive Director

Appointed to the board in August 2007. He is a fellow of the Institute of Chartered Accountants of Sri Lanka, a fellow of the Institute of Certified Management Accountants of Sri Lanka and a fellow of Chartered Institute of Management Accountants of U.K. He has held the position of Chairman and Managing Director of Board of Investment of Sri Lanka twice and also served as the Chairman of People’s Bank, People’s Merchant Bank, Pan Asia Bank Ltd and other State Corporations. He has served as an Advisor of the Ministry of Finance. He was a Past President of the Institute of Chartered Accountants of Sri Lanka, South Asian Ferderation of Accountants, Founder President of AAT Sri Lankan and Organization of Professional Associations of Sri Lanka. Currently, he is a committee Member of Ceylon Chamber of Commerce, President of the Institute of Certified Management Accountants of Sri Lanka, and serves on the Boards of a number of Quoted Public Companies.

Mrs. D. Priyanthi Pieris - Independent Non Executive Director

Appointed to the board in November 2008. She is an Attorney at Law of the Supreme Court of Sri Lanka and has over thirty three years experience in Corporate and Financial Law. She is also a Solicitor of England & Wales. At present she is in private practice. She has served on the boards of Forbes & Walker Ltd, Forbes Ceylon Ltd, Forbes Stock Brokers Ltd, Forbes Air Services Ltd, Vanik Corporate Services Ltd, Office Networks (Pvt) Ltd, Capital Reach (Holdings) Ltd and Associated Motorway Ltd. Currently serves on the Boards of Associated Electrical Corporation Ltd, Asia Asset Finance PLC, Lanka Orix Finance PLC, PW Corporate Secretarial (Pvt) Ltd, Asian Centre for Lease Education (Pvt) Ltd, MTN Corporate Consultants (Pvt) Ltd, Sithijaya Fund (Pvt) Ltd and as an Alternate Director on the Board of Asia Capital PLC. She also served as legal Adviser to the Ministry of Finance from 2002-2004 and as Legal Consultant to the Colombo Stock Exchange from 2004-2011. She is also a member of the Committees set up by the SEC to recommend amendments to the Takeovers & Mergers Code 1995 (as amended) and the Rule for Corporate Governance.

Mr. C. A. Fernando - Director

Holds a Master degree in Mechanical Engineering, State University of Moscow.In direct charge of the Abans Electricals, he has put his previous experience

and expertise to good use in rapidly benchmarking the best business practices in the manufacturing and assembly areas, which are the main focus of this

company. The Company has, therefore, benefited by the rapid implementation of these assembly line factories, which have helped maintain competitive price

advantage. He has maximised the potential of the Central Air Conditioning Division and acquired many pestigious corporate projects.

Mr. A. Raffel - Director

Working closely with the senior partners from the inception of the company, he leads the Service department of the Company. His ability to cope with pressure has served him well in managing the very challenging area of this department. The decentralized structure and outsourcing business model of the Service and Repair Centres of Abans are two areas currently under his purview.

Financial HighlightsAbans Electricals PLCAnnual Report 2011 / 2012

06

Financial Calender

01st Q uarter Results 2011 / 2012 16th Aug. 2011

Annual Report 2010 / 2011 19th Sep. 2011

29th Annual G eneral M eeting 30th Sep. 2011

02nd Q uarter Results 2011 / 2012 4th Nov. 2011

03rd Q uarter Results 2011 / 2012 10th Feb. 2012

04th Q uarter Results 2011 / 2012 25th May 2012

30th Annual G eneral M eeting 17th September 2012

2012 2011For the year ended 31st March Rs. ‘000 Rs. ‘000

Turnover 2,546,450 3,785,305

Profit / (Loss) Before Tax 95,349 190,724

Net Profit / (Loss) After Tax 68,303 116,987

Market Capitalisation 672,890 1,099,196

As at 31st March

Total Assets 1,309,318 1,472,919

Shareholders’ Funds 430,383 370,598

Retained Earnings 305,433 245,648

Current Ratio (Current Assets : Current Liabilities) 1.45 : 1 1.30 :1

Employment (No. of Employees) 773 770

Per Share

Earnings / (Loss) (Rs.) 16.04 27.47

Net Assets (Rs.) 101.06 87.02

Market Value (Rs.) 158 258.10

Directors’ Report

Risk ManagementThe Board evaluates and takes action to mitigate the foreseeable risks on essential grounds. The risk is mitigated by concentrating product diversification, market segmentation, bringing new innovations and improvement of productivity.

Capital Expenditure

The total expenditure on acquisition of Property, Plant and Equipment during the year amounted to Rs.24,621,886/- and details of the status and movements of Property, Plant and Equipment during the year are given in Note 8 to the Financial Statements.

Land and Buildings

Location,extent, no of buildings and approximate present market values of the land and buildings,

Land No of Perches Market Value Location Buildings Rs.

Wellawatta 2 39.58 217,690,000 /= Ratmalana 3 97.21 63,962,000/=

Donations

Donations made during the year is Rs. 84,591/= (Rs.125,000/- 2010/2011).

Employees

As at the Balance Sheet date 773 persons were employed by the Company on a permanent basis (770 persons - 2011). The total cost of personnel during the year was Rs. 241.3 M (Rs.228.6 Million in 2010/2011). There were no employee related issues to be disclosed, other than Note 25 to the Financial Statements.

Events Subsequent to the Balance Sheet Date

There had not been any circumstances since the balance sheet date, which would require adjustments to or disclo-sure in the Accounts other than those disclosed in Note 26 to the Financial Statements.

Statutory Payments

The Directors, to the best of their knowledge and belief, are satisfied that all statutory payments due to employees and the government have been made up to date.

Dividend

The Directors recommed the final dividend of Rs. 2 per share for the financial year ended 31st March 2012.

Directorate and Shareholdings

The Board of Directors comprise, Mrs. A. Pestonjee Mrs. S. Dubash, Mr. B.Pestonjee, Mr. R. Pestonjee, Mr. A. Raffel , Mr. C. A. Fernando, Prof. Lakshman R. Watawala and Mrs. Dayangani Priyanthi Pieris and also held office throughout the year ended 31st March 2012.

Abans Electricals PLCAnnual Report 2011 / 2012

07

The Directors of Abans Electricals PLC have pleasure in presenting their Report and Audited Accounts for the year ended 31st March 2012 at the Thirtieth Annual General Meeting.

Financial Review

Principal Activities

The principal activities of the Company are manufactur-ing and assembling of household electric and electronic appliances and provide repair and maintenance services for the same under two departments.

(a) Manufacturing Department

This Department was set up primarily for the manufacturing and assembling of household electric and electronic appliances in collaboration with internationally recognized brand names.

It is engaged in the assembling and manufacturing of LG Washing Machines, LG Refrigerators, Water Geyzers, Televisions, Air Conditioners and Cookers. All these items are sold to its related companies. This division employs one hundred and forty seven people. (b) Service Department

This Department handles the installation, repair, maintenance and all after sales services of all electrical and household appliances sold by Abans Group. It employs over six hundred competent technicians who have been trained in Sri Lanka and abroad.

Review of Operations

The Chairperson’s Statement on page 3 in this Report contains a detailed review of the operations which forms an integral part of the Directors Report.

Summarised Financial Position

2011/2012 2010/2011 Rs. ‘000 Rs. ‘000

Profit/(Loss) Before Tax 95,349 190,724

IncomeTax Saving / (Expense) (27,046) (73,736)

Profit / (Loss) After Tax 68,303 116,988

Profit available for Appropriation 305,433 245,648

Ordinary Dividend Per Share 2 2

Compared to last year, turnover has been decreased by nearly 33%. Out of which 25% is for the reason that the drop in production of Television due to positive economic policy on import liberalization.

Directors’ Report

Directors’ Interests

Directors’ interests in contracts with the Company are disclosed in Note 27 to the Financial Statements.

Auditors

To appoint M/s. SJMS Associates, Chartered Accountants as the auditors of the company and to hold office until the conclusion of the next Annual General Meeting.

Reports to the Public

The Company publishes its quarterly Financial Statements and Annual Report, enabling stakeholders and public to make a fair appraisal of performance.

By Order of the Board,

VARNERS INTERNATIONAL (PVT) LTD.SecretariesColombo.


08

The Directors retiring in rotation in terms of the Articles of Association are Prof. Lakshman R. Watawala and Mrs. Priyanthi Pieris being eligible, they offer themselves for re-election and the directors have much pleasure in recommending their re-election.

Name Beginning of the Year End of the Year No. of Shares No. of Shares

Mr. B. Pestonjee 235,034 135,709

Mr. R. Pestonjee 229,810 222,810

Mrs. A. Pestonjee 52,150 244,532

Mrs. S. Dubash 246,517 246,517

Mr. A. Raffel 4,200 4,200

Mr. C. A. Fernando 3,112 1,612

Prof. Lakshman R. Watawala 3,800 -

Mrs. D. P. Pieris - -

Corporate Governance

The Board

* Composition and Balance

The board consists of eight Directors including two Independent Non - Executive Directors. The brief profiles of the board members are given in pages 4 - 5 to the Annual Report.

* Responsibility

The Members of the board, collectively and individually responsible to comply with the laws of Democratic Republic of Sri Lanka and implement business strategies, internal controls, risk management, corporate decisions, financial reporting and other imperative issues as neces-sary.

Directors bring their individual and collective judgments and also consider internal and external professional consultancy for matters relating to corporate issues of strategies, performance, setting standards and managing and safeguarding resources.

* Chairman and the Chief Executive Officer (CEO)

The chairperson is responsible for leading the Board and the ultimate point of contact for shareholders, particularly on matters related to Corporate Governance.

The responsibilities of the CEO come under two directors, separately for Manufacturing and Service division and do not hold the position of chairperson.

* Appointments / Re-Election

The Board as a whole represents the Nomination commit-tee decides the selection criterias and appointments to the Board. Evaluation criterias are set based on the goals and objectives leading to select suitable and capable person-als, who can contribute to the company.

Proceeding of the Article of Association is mandatory for the retirement and re-election of directors

* Directors Remuneration

With the recommendations of the remunaration commit-tee, company has established formal and transparent policy on setting remunaration package for each director to attract , motivate and retain.

The Remuneration and other benefits of the Board of Directors are set out in note 27.3 to the Financial Statements. * Appraisal of Board The board itself headed by the chairperson evaluates performance by resembling with the external and internal environment to measure the degree of success or the failures of achieving goals and objectives set upon board members, individually and collectively.

Financial Acumen

A Member representing recognized professional accounting bodies served in the board, involves matters relating to the finance and get the outside consultancy services whenever necessary.


09

Name of the Director Position Board Meetings Audit Committee Meetings

Remuneration Committee Meetings

Mrs. Aban Pestonjee Director / Chairperson - - -

Mr. Behman Pestonjee Executive Director 4 - -

Mr. Rusi Pestonjee Executive Director 2 - -

Mr. C. Fernando Executive Director 3 3 -

Mrs. Saroshi Dubash Executive Director 1 - -

Mr. Allen Raffel Executive Director 4 4 -

Prof. L.R. WatawalaIndependent Non-Executive Director 4 5 -

Mrs. Priyanthi PierisIndependent Non-Executive Director 3 3 -

Corporate Governance Contd.,

The Board endure the responsibility of setting up an effective internal control system to safeguard the assets of the company and to disseminate timely corporate information.

Business Conducts and Ethics

The company adheres to the code of business conducts and ethics, jointly issued by the Institute of Chartered Accountants of Sri Lanka and the Securities and Exchange Commission of Sri Lanka under the corporate governance. The business conducts, ethics and company policies are set within the governing rules and regula-tions of the Democratic Socialist Republic of Sri Lanka to the best of knowledge.

Going Concern Concept

The Board of Directors have continued to use the Going Concern concept in the preparation of the financial statements and are of the view that the company has adequate resources to continue its operation for the foreseeable future.


10

Audit Committee

The Audit Committee has written terms of references, dealing clearly with its authority and duties and is estab-lished for the purpose of assisting the Board in fulfilling their oversight responsibilities regarding the integrity of the Financial Statements, risk management, internal control, and compliance with legal and regulatory requirements, review of External Auditor’s performances and independence and internal Audit functions. Report of the Audit Committee is given on page 12.

Remuneration Committee

The objective of the committee is to bring recommenda-tions to the frame work of the remuneration package of the directors, managers and other employees during the course of establishing frameworks in formal and transpar-ent manner. Report of the Remuneration Committee is given on page 13.

Secretaries

Varners International (Pvt) Ltd as the Secretary to the company ensures adherence to rules and regulations and handle Board proceedings, minutes, agenda and papers required for the meetings.

Relation with Shareholders / Investors

Directors have continuously recognized the importance of the role played by the Shareholders of the Company, placing the Board of Directors in good corporate gover-nance. In this regard the Board of Directors ensures that the Shareholders have equal access to information and the Directors have ensured adequate disclosure of all material information of the Company.

Major Transactions

There were no major transactions of material effect other than what is disclosed in the Annual Report.

Financial Reporting

The company adhered to the financial reporting regula-tions under the Companies Act, Securities Exchange Commission and the Sri Lanka Accounting Standards when preparing quarterly , Annual financial statements and other disclosure requirements.

When prepairing quartely financial statement for the financial year 2011/12 compay followed the same accounting policies as disclosed in financial statement for the year 2010/11.

There are no changes to the accounting policies to be seperately disclosed in financial year 2011/12.

The Audit committee assists the Board in overseeing the financial reporting system, review and implementation of proper internal control system.

Corporate Governance Contd.,Abans Electricals PLC


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Compliance to Corporate Governance

The board of directors assent the compliance to the rules on corporate governance.

Rule Subject Compliance 7.10.1 Non -executive Directors No. of Non – Executive Directors Two Non -Executive Directors out of eight Directors 7.10.2 Independent Directors a. No. of Independent Non – Executive directors Two Independent Directors out of eight total directors b. Declaration of Independency Complied 7.10.3 Directors’ Disclosure a. Determinacy of Independency of Non -Executive Directors Complied b. Names of Independent of Non – Executive Directors Refer Page 9 c. Brief Resume of Each Director Refer Page 4 - 5 d. Disseminate Resume of New Directors Complied 7.10.4 Independency of Non Executive Directors Complied 7.10.5 Remuneration Committee a. Composition Refer Page 13 b. Functions Complied c. Members’ Name of the Remuneration Committee Refer Page 13 Statement of Remuneration Policy Refer Page 13 Remuneration paid to Executive and Non executive Directors Refer Note 27.3 7.10.6 Audit Committee a. Composition Refer Page 12 b. Functions Complied c. Names of committee Members Refer page 12 Determinacy of independency of Auditors Complied Audit Committee Report Refer Page 12

Audit Committee Report

The objective and RoleThe Audit committee is an Independent committee with the objective of assisting the board of Directors in the areas of financial reporting, Managing Business risk, implementing internal controls, Conflict of interest with the management and other related parties, compliance with regulatory requirement, and matters relating to the External Audit.

The Main role of the committee is to ensure the financial reporting system is in place to report above areas in order to safeguard the interest of the stakeholders.

CompositionThe committee is an independent subcommittee to the Main board, comprise of two independent Non Executive directors, chaired by Professor Lakshman R. Wattawala. Mrs. Priyanthi Pieris contribute as the other member to the committee. Messeres Varners International (Pvt) Ltd act as the secretary to the committee and chief internal Auditor coordinate the matters arise at the meetings. Other Directors, Managers/compliance officers, External Auditors Consultants attend to the meetings by invitation.

The evaluation of the performance of the committee is done by other directors and bring their opinion in setting up composition and influence to the pace of committee performance.

Financial ReportingThe key areas of the financial reporting system ensured by the committee involves information system designing, development, implementation and review and thereby asses the quality of the management information system and information generated by such system.

In addition to the information system, committee ensures the adequate of the reporting done through quarterly financial Statements and Annual financial statements, are in compliance with the Sri Lanka Accounting Standards, Companies Act and Security Exchange commission regulatory requirements. The committee reviews the appropriateness of the Accounting policies, estimates and judgments made by the management when preparing financial statements.

The ultimate objective of the committee is to ensure the safeguard of the best interest of the stakeholders onto financial reporting.

RiskThe company is more exposure to business risk, in the areas of product diversification, Market share, Tariff changes, and exchange rate and interest rate fluctuations. The committee gives heed to changes in those factors and advice the board and management to mitigate the risk factors.

Under the financial risk, committee scrutinizes the credit policies of the creditors and debtors and liquidity of current assets. The cash flow and the working capital adequacy also reviewed in addition.

Internal ControlsThe internal control system includes controls on financial system and other operations to safeguard the Assets of the company and smooth operation of the company. The internal audit department carries out internal audits and come up with new suggestions of best practices so as enable to implement best practices in accordance with company polices.

The review of internal controls ensures that systems are in place and operating efficiently. The properly planned internal audit activities ensure the adequacy of the cover-age. Committee ensures the internal auditor is an independent body, has full, free and unrestricted access to all relevant documents and activities.

In addition to the internal audit function, the matters related to internal controls, raised by the external Auditors are also considered when evaluating internal controls of the company.

Compliance with the regulatory requirementThe committee ensures that the company has made relevant payments, complied with reporting requirement and other requirements relevant for the company under different laws and regulatory bodies as necessary.

External AuditsThe committee evaluates the independency of the exter-nal Auditor and recommends to the board in selecting and appointing external Auditor. In addition, other major criteria for evaluating external auditor includes capacity, fee, past performances and non-Audit services provided by the external Auditor.

The Audit opinion and the management letter issued by the external auditor are reviewed and assess to ensure the material impact to the true and fair view of the financial statements.

Meetings of the Committee During the year, five Audit committee meetings were held and minutes of the meeting were table at the board meeting for further consideration of the board. The findings are briefed at the board meetings to come up with productive enforcement.

ConclusionThe evaluation of reports, and based on the independent judgment, the committee is satisfied about the operation of the business activities, control procedures, reporting requirements, actions in place of safeguarding the company assets and financial position of the company.

Prof. Lakshman R. WatawalaChairman - Audit Committee


12

Remuneration Committee Report

Composition

The remuneration committee is a subcommittee to the main board, chaired by Professor Lakshman R. Wattawala. Mrs. Priyanthi Pieris also serve as the member to fulfill the quorum of the committee.

Policy

The remuneration policy of the organizations has been focused to attract, motivate and retain directors, profes-sionals, managers and all other staff members, based on their value creation to the organization.

Scope

The main role of the committee is to draw up appropriate competitive remuneration and reward structure to main-tain the remuneration policy. Committee evaluate packages held for Executive directors and managers to resemble with market rates and apply variations compared to their performances.

The performances are evaluated based on the Key perfor-mance indices and the committee evaluates the aptness of the indices.

The evaluation and recommendation to the organization Structure, promotions, employment terms and condi-tions, compensation, retirement benefit plans are other vital aspect that committee regard.

Conclusion

The committee concludes the organization remuneration policy maintain its reasonable level of fairness and satisfy to the expected level.

Prof. Lakshman R. WatawalaChairman - Remuneration Committee


13

Directors’ Responsibility forFinancial Reporting

The responsibility of the Directors in relation to the Financial Statements is set out in the following statement.

The Directors are responsible, under Section 150 (1), 151 (1), 166 [1], 167 [1] and 168 [1] of the Companies Act No. 7 of 2007 to prepare Financial Statements and the Annual Report for each financial year and place before the Annual General Meeting of the Members.

Financial Statements for the year ended 31st March 2011 presented in this report are in conformity with Sri Lanka Accounting Standards, Companies Act No.7 of 2007 and listing rules of the Colombo Stock Exchange.

Directors are also of the view that in preparing these Financial Statements, appropriate Accounting Policies have been selected and applied consistently, where necessary reasonable and prudent judgment and estimate have been made in line with Accounting Standards.

Directors are also responsible, under Section 148 to keep proper records and to take reasonable steps as far as practicable to ensure the accuracy and reliability of accounting records to enable the preparation of Financial Statements and to disclose with reasonable accuracy, the financial position of the Company.

The Directors have a general responsibility to take reason-able steps to safeguard the assets of the Company. In discharging this responsibility the directors have instituted a system of internal controls and a system for monitoring its effectiveness. The systems of controls provide reasonable and not absolute assurance of safeguarding the Company’s assets, maintenance of proper accounting records and the reliability of financial information.

Directors confirm that to the best of their knowledge all taxes and duties payable on behalf of and in respect of the employees of the Company and all other known statutory dues, as at Balance Sheet date have been paid or provided.

The Directors are of the opinion that the Company has adequate resources to continue in operation and due to this may adopt the going concern basis in preparing the Financial Statement.

By order of the BoardSecretariesVarners International (Pvt) Ltd


14

Report of the AuditorsIndependent Auditor’s ReportTo the Shareholders of Abans Electricals PLC

Report on the Financial Statements

We have audited the accompanying financial statements of Abans Electricals PLC, which comprise the balance sheet as at 31st March, 2012 and the income statement, statement of changes in equity and cash flow statement for the year then 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 finan-cial 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 finan-cial 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 account-ing 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 March, 2012 and the financial statements give a true and fair view of the company’s state of affairs as at 31st March, 2012 and of its profit and cash flows for the year then ended in accordance with Sri Lanka Accounting Standards.

Report on Other Legal and Regulatory Requirements

These financial statements also comply with the require-ments of Section 151(2) of the Companies Act No. 07 of 2007.

SJMS ASSOCIATESChartered AccountantsColombo10th August 2012


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Income StatementFor the Year Ended 31st March 2012Abans Electricals PLC


16

Note 2011/2012 2010/2011Rs. Rs.

Net turnover 2 2,546,449,683 3,785,305,106

Cost of sales (2,205,198,890) (3,321,110,117)

Gross profit 341,250,793 464,194,989

Other income 3 46,972,123 21,980,942

Distribution cost (47,517,944) (43,784,022)

Administrative expenses (205,302,713) (143,396,595)

Finance expenses 4 (40,053,075) (108,271,228)

Profit before tax 5 95,349,184 190,724,086

Income tax expense 6 (27,046,510) (73,736,588)

Profit for the year 68,302,674 116,987,498

Earnings per share - Basic/Diluted 7 16.04 27.47

The accounting policies and notes from 01 to 29 form an integral part of these financial statements. Figures in brackets indicate deductions.

Balance SheetAs at 31st March 2012 Abans Electricals PLC


17Note 31.03.2012 31.03.2011

Rs. Rs.AssetsNon Current AssetsProperty, plant and equipment 8 236,799,337 237,710,975

Intangible assets 9 - 100,000

Investments in subsidiaries 10 11,454,000 11,454,000

Fixed deposits 11 9,502,711 4,202,564

Total non current assets 257,756,048 253,467,539

Current AssetsInventories 12 289,998,654 343,554,264

Trade and other receivables 13 90,881,103 160,256,234

Amounts due from related parties 14 647,657,405 671,326,472

Cash and cash equivalents 23,025,287 44,314,557

Total current assets 1,051,562,449 1,219,451,527Total assets 1,309,318,497 1,472,919,066

Equity and LiabilitiesStated capital 15 122,850,000 122,850,000

Capital reserves 2,100,000 2,100,000

Retained earnings 305,433,368 245,648,295

Total equity 430,383,368 370,598,295

Non Current LiabilitiesInterest free borrowings 16 112,119,753 115,749,851

Interest bearing borrowings 17 - -

Retirement benefit obligations 18 41,613,060 40,405,530

Deferred tax liability 19 1,576,550 6,804,104

Total non current liabilities 155,309,363 162,959,485

Current LiabilitiesTrade and other payables 20 226,185,402 181,947,810

Income tax 21 28,163,831 24,950,481

Amounts due to related parties 22 8,232,485 5,644,738

Interest bearing borrowings 23 384,277,385 683,491,868

Bank overdrafts 76,766,663 43,326,389

Total current liabilities 723,625,766 939,361,286Total equity and liabilities 1,309,318,497 1,472,919,066

The accounting policies and notes from 01 to 29 form an integral part of these financial statements.

It is certified that these financial statements have been prepared in compliance with the requirements of the Companies Act No. 07 of 2007.

…………………...............Finance Manager - Manufacturing Division

…………….........…Finance Manager - Service Division

The Board of Directors are responsible for the preparation and presentation of these financial statements.Signed for and on behalf of the Board :

Director :............................Date : 10th August 2012Colombo.

Director :............................

…………………...............Finance Manager - Manufacturing Division

Director :............................Director :............................

…………….........…Finance Manager - Service Division

Statement of Changes in EquityFor the Year Ended 31st March 2012Abans Electricals PLC


18

The accounting policies and notes from 01 to 29 form an integral part of these financial statements.

Figures in brackets indicate deductions.

Retained TotalEarnings

Rs. Rs. Rs. Rs.

Balance as at 31st March 2010 27,027,000 2,100,000 191,052,216 220,179,216

Rights Issue 47,911,500 47,911,500

Bonus issue 47,911,500 (47,911,500) -

Dividend paid 2009/2010 (14,479,920) (14,479,920)

Profit for the Year 116,987,498 116,987,498


Dividend Paid 2010/2011 (8,517,600) (8,517,600)

Profit/ (loss) for the Year - - 68,302,674 68,302,674


StatedCapital

CapitalReserves

Cash Flow StatementFor the Year Ended 31st March 2012 Abans Electricals PLC


19

2011/2012 2010/2011Rs. Rs.

Profit before interest and taxation 135,402,258 298,995,312

Adjusted for:Interest income (318,409) (358,736)

Profit on disposal of property, plant & equipment (395,018) (1,778,947)

Depreciation and amortization 24,624,614 25,068,771

Defined benefit plan costs 5,877,406 11,267,053

Bad debts provision 5,400,000 5,400,000

Provision for obsolete stock 6,000,000 6,000,000

176,590,851 344,593,453

(Increase) / decrease in receivables (8,857,615) 110,878,500

(Increase) / decrease in inventories 136,888,357 (93,301,529)

(Increase) / decrease in amounts due from related companies 23,915,321 43,231,311

Increase / (decrease) in amounts due to related companies 2,341,493 (6,881,491)

Increase / (decrease) in accounts payable (239,095,151) (146,129,139)

Net cash flow from operating activities 91,783,256 252,391,105

Dividend paid (8,517,600) (14,479,920)

Tax paid (29,060,715) (23,585,215)

VAT paid on Excise Duty (16,500,000) -

Interest paid (39,873,610) (103,703,530)

Gratuity paid (2,345,428) (2,746,709)

(4,514,097) 107,875,731

Purchase of property, plant and equipment (24,621,887) (41,496,497)

Proceeds from disposal of property, plant & equipment 1,403,930 -

Interest received 318,409 320,069

Investment in fixed deposits (5,300,148) (286,727)

Net cash flow from/(used in) investing activities (28,199,696) (41,463,155)

Rights issue - 47,911,500

Lease repayment (1,794,273) (4,152,741)

Loan receipt / repayment (net) (20,221,480) (39,949,941)Net cash flow from/(used in) financing activities (22,015,753) 3,808,818

Net (increase) / decrease in cash and cash equivalents (54,729,546) 70,221,394

Cash and cash equivalents at the beginning of the year 988,170 (69,233,223)

Cash and cash equivalents at the end of the year (53,741,376) 988,170

Net cash flow from/(used in) financing activities

Net cash flow from/(used in) investing activities

Cash flow from operating activities before working capital changes

The accounting policies and notes from 01 to 29 form an integral part of these financial statements. Figures in brackets indicate deductions

Notes to the Financial StatementsFor the Year Ended 31st March 2012

1.1 Corporate Information

1.1.1 Domicile and Legal Form

Abans Electricals PLC is a public limited liability company incorporated and domiciled in Sri Lanka and is listed in the Colombo Stock Exchange. The registered office of the company is located at No.498, Galle Road, Colombo 3 and the principal places of business are situated at No. 126, Airport Road, Ratmalana, and No 506B Galle Road, Colombo 06.

1.1.2 Principal Activities and Nature of Operations

The principal activities of the company are manufac-turing and assembling household electrical and electronic appliances and providing repairs and maintenance and technical services of similar type of appliances.

1.1.3 Parent Enterprise

The company’s parent undertaking is Abans (Pvt) Ltd. 1.1.4 Going Concern

The directors have made an assessment of the company’s ability to continue as a going concern and they do not intend either to liquidate or to cease trading.

1.2. Significant Accounting Policies

1.2.1 Statement of Compliance

The balance sheet, income statement, changes in equity and cash flows together with accounting policies and notes (the “financial statements”) have been prepared in accordance with Sri Lanka Accounting Standards (SLAS) promulgated by the Institute of Chartered Accountants of Sri Lanka

(ICASL), and with the requirements of the Companies Act No. 07 of 2007.

1.2.2 Basis of Measurement

These financial statements have been prepared on historical cost basis unless otherwise stated in the respective notes to the financial statements.

1.2.3 Adoption of New and Revised Sri Lanka Accounting Standards

The company has adopted all new and revised Sri Lanka Accounting Standards (SLASs) issued by The Institute of Chartered Accountants of Sri Lanka, which are relevant to its operations and effective in the current financial year.

1.2.4 Use of Estimates and Judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabili-ties, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to an accounting estimate are recognized in the period in which the estimate is revised and in any future periods affected.

1.2.5 Foreign Currency Translation

The financial statements of the company are presented in Sri Lanka rupees, which is the company’s functional currency.

All transactions in foreign currencies are recorded in Sri Lanka rupees, using the exchange rates prevail-ing at the time the transactions were effected. At each balance sheet date monetary assets and liabili-ties denominated in foreign currencies are re-translated to Sri Lanka rupees equivalents at the exchange rate prevailing on the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are stated at historical cost. Exchange differences arising on settlement of monetary items and retranslation of monetary items are recognized in profit or loss in the year in which they arise.

1.2.6 Leases Leases are classified as finance leases whenever the

terms of the lease transfer substantially, all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

1.2.6.1 Finance leases

Assets held under finance leases are initially recog-nised as assets of the company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corre-sponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remain-ing balance of the liability. Finance charges are charged directly to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the company’s general policy on borrowing costs.

1. 2.6.2 Operating Leases

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more repre-sentative of the time pattern in which economic benefits from the leased asset are consumed. Contin-gent rentals arising under operating leases are recog-nised as an expense in the period in which they are incurred.


20


1.2.7 Income Taxes

Income tax expense represents the sum of taxes currently payable and deferred.

1.2.7.1 Current Taxes

Current income tax is based on the element of income and expenditure as reported in the financial statements and is computed in accordance with the provisions of the Inland Revenue Act No. 10 of 2006 and its subsequent amendments.

1.2.7.2 Deferred Taxes

Deferred tax is recognised using the balance sheet liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for finan-cial reporting purposes. Deferred tax liabilities are generally recognised for all taxable temporary differ-ences and deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which deductible temporary differ-ences, carry-forward of unused tax credits or unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered. Unrecognised deferred tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at tax rates that are expected to apply in the year in when the liability is settled or asset is realised, based on the tax rates and tax laws that have been enacted or substantively enacted as at the balance sheet date.

1.2.8 Property, Plant and Equipment

Property, plant and equipment are stated at cost or fair value less subsequent accumulated depreciation and any subsequent accumulated impairment losses. All items of property, plant and equipment are initially recorded at cost. Where items of property, plant and equipment are subsequently revalued, the entire class of such assets is re-valued at fair value.

Items of property, plant and equipment are derecog-nised upon disposal or when no future economic benefits are expected from their use. Any gain or loss arising on de-recognition of an asset is included in the income statement in the year the asset is derecognised.

Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future

economic benefits embodied within the part will flow to the company and its cost can be measured reliably. The cost of day-to-day servicing of property, plant and equipment is recognized in the income statement as incurred.

Depreciation

Provision for depreciation is calculated by using a straight-line method on the cost or valuation of all property, plant and equipment, other than freehold land, in order to write off such amounts over the estimated useful economic lives of such assets. The estimated useful lives of assets are as follows:

No of

Asset Category Years

Building 40 Plant and machinery & tools 10 Furniture & fittings 10 Fixtures & fittings 10 Office equipment 10 Motor vehicles 04 Computer equipment 04

1.2.9 Impairment of Assets

At each balance sheet date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.

1.2.10 Intangible Assets

An intangible asset is recognized initially at cost when it is probable that future economic benefits will flow to the company and the cost of the assets can be measured reliably in accordance with SLAS 37 on “Intangible Assets”. Intangible assets with finite useful lives are measured at cost less accumu-lated amortization and accumulated impairment losses.

Intangible assets with finite useful economic life times are amortised over such period and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortiza-tion period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year end. Change in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the assets is accounted for by changing the amor-tization period or method, as appropriate and treated as changes in accounting estimates. Amorti-sation expense on intangible assets with finite lives is recognized in profit and loss on a straight-line basis over the estimated useful lives, from the date they are available for use.


21


1.2.11 Investments in Subsidiaries Abans Jung Poong (Pvt) Ltd., a subsidiary of the

company, ceased its operations in 1996/97. In the absence of commercial operations of the subsidiary, and lack of potential to govern the financial and operating policies, the investment is accounted under the cost method and tested for impairment.

1.2.12 Inventories Inventories are valued at the lower of cost and net

realisable value. Net realisable value is the price at which inventories can be sold in the ordinary course of business less estimated costs of completion and estimated costs necessary to make the sale. Costs incurred in bringing inventories to its present condi-tion and location is determined as follows:

Raw materials - At actual cost on FIFO (first-in first-out) basis.

Work-in -progress - At actual cost of direct materials (excluding packing materials) and an appropriate proportion of direct labour

Manufactured - At actual cost of direct material, finished goods direct labour and an appropriate

proportion of fixed production overheads based on normal operating capacity

Purchased finished - At actual cost on first-in first-outgoods basis

Consumables and - At actual cost on first-in first-outspares basis

Goods in transit - At actual cost

1.2.13 Trade and Other Receivables

Trade and other receivables are stated at the amounts they are estimated to realise, net of provi-sions for bad and doubtful receivables. A provision for doubtful debts is made when the collection of the full amount or part is no longer probable. Bad debts are written off when identified.

1.2.14 Cash and Cash Equivalents

Cash and cash equivalents in the cash flow statement comprise, cash at bank and in hand, and short-term deposits with a maturity of 3 months or less, net of outstanding bank overdrafts.

1.2.15 Liabilities and Provisions

1.2.15.1 Defined Benefit Plan – Gratuity

Gratuity is a defined benefit plan. The company is liable to pay gratuity in terms of the Payment of Gratuity Act No 12 of 1983, according to which, a liability to pay gratuity arises only on completion of 5 years of continued service. In order to meet this liability, a provision is carried forward in the balance

sheet as per Sri Lanka Accounting Standard No 16 (Revised 2006) – Employee Benefits, using the actuarial valuation method prescribed in the Standard. An actuarial valuation is carried out once in every three years to assess its liability unless there has been a material change in the actuarial assump-tions used.

The interest cost and the current service cost for the period, if any, is included as an expense in the income statement. The gratuity liability is not exter-nally funded.

1.2.15.2 Defined Contribution Plan - Employees' Provident Fund and Employees' Trust Fund

Employees are eligible for Employees’ Provident Fund contributions and Employees’ Trust Fund contributions in line with respective statutes and regulations. The company contributes the defined percentages of gross emoluments of employees to an approved Employees’ Provident Fund and to the Employees’ Trust Fund respectively, which are externally funded.

1.2.15.3 Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obliga-tion.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obliga-tion, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

1.2.16 Borrowing Costs

Borrowing costs are recognised as an expense in the period in which they are incurred.

1.2.17 Revenue

Revenue is measured at the fair value of the consid-eration received or receivable, net of trade discounts and sales related taxes. The following criteria are used in recognising revenue:

1.2.17.1 Sale of Goods

Revenue from the sale of goods is recognised when all the following conditions are satisfied:


22


a) The company transfers significant risks and rewards of ownership of the goods to the buyer.

b) The company retains, neither a continuing manage-rial involvement to the degree usually associated with ownership, nor an effective control over the goods sold.

c) The amount of revenue can be measured reliably and it is probable that the economic benefits associ-ated with the transaction will flow to the entity; and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.2.17.2 Rendering of Services

Revenue from services rendered is recognised in income statement on the invoicing of the job after completion. In instances where the revenue from services spreads over a period of time, revenue is recognised in income statements in proportion to the stage of completion of the transaction at the reporting date.

Other Income

Other income is recognised on an accrual basis.

1.2.18 Gains and Losses

Net gains and losses of a revenue nature arising from the disposal of property, plant and equipment and other non-current assets, including investments, are accounted for in the income statement, after deducting from the proceeds on disposal, the carry-ing amount of such assets and the related selling expenses.

Gains and losses, arising from activities incidental to the main revenue generating activities or those arising from a group of similar transactions which are not material, are aggregated, reported and presented on a net basis.

1.2.19 Expenditure Recognition

Expenses are recognised in the income statement on the basis of a direct association between the cost incurred and the earning of specific items of income. All expenditure incurred in running the business and in maintaining property, plant and equipment in a state of efficiency are charged to the income statement.

For the purpose of presentation of the income statement, the “function of expenses” method has been adopted, on the basis that it presents fairly the elements of the company’s performance.

1.2.20 Events after the Balance Sheet Date

All material events after the balance sheet date are considered and where appropriate adjustments or disclosures are made in the respective notes to the financial statements.

1.2.21 Contingencies

All contingent liabilities are disclosed as a note to the financial statements unless the outflow of resources is remote.

Contingent assets are disclosed, where inflow of economic benefits is probable.

1.2.22 Earnings Per Share

The company presents basic earnings per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the company by the weighted numbers of ordinary shares in issue during the year.

1.2.23 Segmental Reporting

A segment is a distinguishable component of an enterprise that is engaged on either providing product or services (Business Segment) or providing product or services within a particular economic environment (Geographical Segment) which is subject to WSK and rewards that are different from those as other segments.

The company’s primary format for segment report-ing is based on business segments and is based on the management internal reporting structure.

New Accounting Standards issued but not in as at Balance Sheet Date

The Institute of Chartered Accountants of Sri Lanka has issued a new volume of Sri Lanka Accounting standards that is effective form financial period begining on or after 1st January 2012.These Sri Lanka Accounting Standards comprise of Account-ing Standards prefixed suitably to form SLFRS (corresponding to IFRS) and LKAS (corresponding to IAS)

The new standard have become applicable for the company from 1st April 2012 and accordingly, the reporting frame work for the year ending 31st March 2013 will be in accordance with SLFRS. Due to complexity and technical expertise required in convergence prose, the company carried out an initial impact analysis with the assistance of an

external consultancy based on 2011 balances, to assess the approximate essential impact.


23

Notes to the Financial StatementsFor the Year Ended 31st March 2012Abans Electricals PLC


24

2011/2012 2010/2011Rs. Rs.

2. Net TurnoverManufacturing department 1,947,307,488 3,273,083,217

Service department 599,935,985 513,495,876

2,547,243,473 3,786,579,093

Less: Turnover tax (793,790) (1,273,987)2,546,449,683 3,785,305,106

3. Other IncomeScrap sales 6,509,653 2,787,068

Write back - Abans Construction(Pvt) Ltd 666,944 -

Write back - Contractor's fees 3,118,000 -

Insurance claim 129,779 1,249,211

Interest on fixed/ savings deposits 831,388 874,828

Interest on employee loan 10,728 -

Gain on gratuity 5,784,303 -

Profit on disposal of motor vehicle 395,017 1,778,947

Supplier claim received 16,316,569 1,741,388

Transport and warehouse income 12,000,000 13,549,500

Registrarion fees 55,000 -Sundry income - excess cash 111,423 -Discounts 1,043,319 -

46,972,123 21,980,942

4. Finance ExpensesInterest on import loans 32,775,624 87,734,276

Overdraft interest 4,228,537 7,215,594

Interest on long term loan 817,228 4,937,282

Lease interest 391,482 728,215

Debit tax 232,473 5,385,347

Bank charges & commission 1,425,191 2,031,426Stamp duty 179,365 48,600

Unclaimable VAT 3,175 190,48840,053,075 108,271,228

Notes to the Financial StatementsFor the Year Ended 31st March 2012 Abans Electricals PLC


25

2011/2012 2010/2011Rs. Rs.

5. Profit Before Tax

(a) Profit from operations 95,349,184 190,724,086

(b)

Directors' remuneration 4,212,148 4,655,942

Depreciation 24,524,614 22,585,550

Amortization 100,000 2,483,221

Provision for bad and doubtful debts 5,400,000 5,400,000

Staff costs (excluding defined contribution plan and

defined benefit plan) 199,560,122 188,154,497

Defined contribution plan cost 28,276,031 25,615,318

Defined benefit plan cost 9,337,262 10,248,804

Donations 84,591 125,900

Auditor's remuneration

Audit 533,502 589,744

Non Audit 40,000 40,000

Legal fees 1,848,885 2,253,263

Provision for obsolete stock 6,000,000 6,000,000

Provision for VAT on excise duty 50,888,926 -

Note :

6. Income Tax ExpensesTaxation on current year profit (Note 6.1) 32,274,064 73,409,762

Deferred tax expense/(reversal) (Note 19) (5,227,554) 326,82727,046,510 73,736,589

6.1 A reconciliation between tax expense and the product of accountingprofit multiplied by the statutory tax rate is as follows:

Profit from operations 95,349,184 190,724,086

Income from other sources and tax

Exempt income (15,467,031) (1,778,947)

79,882,153 188,945,139

Add: Aggregate of disallowable items 97,230,118 109,863,830

Income liable for tax 1,261,207 982,143

98,491,325 110,845,973Less: Deductible items

Depreciation /Lease allowance/Gratuity paid 33,281,150 35,644,053

Income not liable for tax 1,127,641 57,504,521

34,408,791 93,148,574

Rs 50.8 mn has been provided, based on the assesment issued bythe department of Inland Revenue for VAT on Excise Duty

Profit from operations is stated after charging all expenses includingthe following :



26

2011/2012 2010/2011Rs. Rs.

Taxable income 143,964,687 206,642,538

Specified tax @ 10% 4,464,471

Current tax @ 28% (2010/2011 - @ 35/-) 27,809,593 72,324,888

Social Responsibility Levy @ 1.5% - 1,084,87432,274,064 73,409,762

7. Earnings Per Share - Basic/Diluted

2011/2012 2010/2011Rs. Rs.

Amount used as the Numerator68,302,674 116,987,498

Amount used as the DenominatorWeighted average number of shares 4,258,800 4,258,800

31.03.2012 31.03.2011Rs. Rs.

8. Property, Plant and EquipmentCarrying value of freehold assets (Note 8.1) 236,799,337 237,704,554

Carrying value of leasehold assets (Note 8.2) - 6,421236,799,337 237,710,975

The company has settled the income tax liability as per Note : 21 to the financial statements.

Basic earnings per share is based on the profit after taxation attributable to ordinary shareholders divided bythe weighted average number of ordinary shares in issue during the year.

Profit/ (loss) attributable to ordinary shareholders



27

Freehold AssetsDepreciationBuilding 26,883,740 3,571,122 - - 30,454,861

Plant & machinery 61,493,098 10,517,226 - - 72,010,324

Furniture & fittings 4,576,154 787,342 - - 5,363,496

Fixtures & fittings 1,584,143 276,202 - - 1,860,345

Office equipment 4,706,334 1,259,778 - - 5,966,112

Tools 5,526,007 1,407,062 - - 6,933,069

Computer equipment 26,974,391 4,645,707 - - 31,620,098

Motor vehicles 25,968,207 2,053,754 - (872,493) 27,149,468157,712,074 24,518,193 - (872,493) 181,357,773

Carrying value 237,704,554 236,799,337

As at Additions Trnasfer Disposals As at

31.03.2011 during the during during 31.03.2012

year the year the yearRs. Rs. Rs. Rs. Rs.

8.2 Leasehold AssetsCost / ValuationMotor vehicles 10,868,553 - - - 10,868,553

DepreciationMotor vehicles 10,862,132 6,421 - - 10,868,553

Carrying value 6,421 -

8.3 Carrying value of property, plant and equipment pledged as securities for bank facilities obtained amounted to Rs.10.9 million.

As at Additions Trnasfer Disposals As atduring during during31.03.2011

the year the year the year31.03.2012

Rs. Rs. Rs. Rs. Rs.8.1Freehold AssetsCost / ValuationLand & land development 27,379,465 - - - 27,379,465

Building 142,844,721 - - - 142,844,721

Plant & machinery 124,932,466 1,676,724 - - 126,609,190

Furniture & fittings 7,621,208 942,998 - - 8,564,206

Fixtures & fittings 2,723,178 135,598 - - 2,858,776

Office equipment 11,734,472 1,611,126 - - 13,345,598

Tools 12,235,855 3,961,481 - - 16,197,336

Computer equipment 34,799,146 5,116,391 - - 39,915,537

Motor vehicles 31,146,117 11,177,568 - (1,881,404) 40,442,281395,416,628 24,621,886 - (1,881,404) 418,157,110


28

31.03.2012 31.03.2011Rs. Rs.

10. Investments In SubsidiariesAbans Jung Poong (Pvt) Ltd114,540 shares of Rs.100/ each 11,454,000 11,454,000

11 Fixed DepositsPeople's Bank 5,000,000 -

Seylan Bank 418,005 392,904

Bank of Ceylon 4,084,706 3,809,6609,502,711 4,202,564

12 InventoriesMaterial & spares 186,910,186 189,528,321

Work-in-progress 16,484,994 7,202,048

Finished goods

- Manufactured 18,007,537 88,790,805

- Imported 79,238 79,000,957

Assets held for sale - 850,000

Goods in transit 113,922,641 26,033,670

335,404,596 391,405,801

Less : Provision for damage and obsolete stock (45,405,942) (47,851,537)289,998,654 343,554,264

13 Trade and Other ReceivablesTrade debtors 75,134,470 73,639,450

Loans to employees 300,564 1,863,535

Advances, deposits & prepayments 50,269,059 114,804,833

Other receivables 2,591,997 1,963,403

128,296,090 192,271,221

Provision for bad and doubtful debts (37,414,987) (32,014,987)90,881,103 160,256,234

The above company ceased operations in 1996/97, orderthe request for a creditros' voluntory Liquidationwas granted by Colombo Commercial High Court on 13th July 2011 .A.I Macan Markar & Company wasappointed as liquidator with the consent of the Court on 18th June 2012.

As at Additions As at01.04.2011 during the year 31.03.2012

Rs. Rs. Rs.9. Intangible Assets

CostComputer software 14,339,347 - 14,339,347

AmortizationComputer software 14,239,347 100,000 14,339,347

Carrying Value 100,000 -

Intangible assets wholly consist of expenditures incurred for the development of an Enterprise Resource Planning(ERP) system.



29

31.03.2012 31.03.2011Rs. Rs.

14 Amounts Due from Related PartiesAbans (Pvt) Ltd. 620,994,484 561,856,649

Abans Marketing (Pvt) Ltd. 25,909,763 29,266,496

Abans Jung Poong (Pvt) Ltd. 591,501 571,501

Abans Environmental Services (Pvt) Ltd. 115,950 115,950

Abans Restaurant Systems (Pvt) Ltd. 43,859 43,859

Abans Tourist Hotel (Pvt) Ltd. 1,848 1,848

Abans Retail (Pvt) Ltd. - 75,405,915

A-Z Electronics (Pvt) Ltd. - 3,128,540

Abans Automobile (Pvt) Ltd - 935,714647,657,405 671,326,472

15. Stated CapitalIssued and Fully Paid4,258,800 shares 122,850,000 122,850,000

16.

Abans (Pvt) Ltd. 102,000,000 102,000,000

Abans Investments (Pvt) Ltd. - 750,000

ADD Outdoor Advertising (Pvt) Ltd. 2,516,839 3,983,696

ABS Gardiner Dixon Hall International (Pvt) Ltd. 7,602,914 9,016,155112,119,753 115,749,851

Interest Bearing BorrowingsLoans from bank (Note 17.1) - -

Finance lease (Note 17.2) - -- -

Loans from banksPeople's Bank 2,591,392 8,810,739

Union Bank 13,999,989 39,666,656

16,591,381 48,477,395

Less : Payments made during the year (16,591,381) (31,886,014)

Payable within one year - (16,591,381)- -

People's BankSecurity

(1) Promissory note for Rs. 24mn.

(2) Primary mortgage bond over Television MachineryUnion Bank

Interest Free Borrowings

Concurrent mortgage bond for Rs.75 mn over the company's stocks in trade and assignment of book debts.

17.

17.1



30

31.03.2012 31.03.2011Rs. Rs.

17.2 Finance LeaseBalance as at the beginning of the year 2,404,076 6,556,817

Lease instalments paid during the year (1,794,273) (4,152,741)

Balance at the end of the year 609,803 2,404,076

Interest-in-suspense (56,107) (327,078)

Net lease obligation 553,696 2,076,998

Payable within one year (553,696) (2,076,998)Payable after one year - -

18. Retirement Benefit Obligation

The amounts recognised in the balance sheet are as follows:Present value of the unfunded defined benefit obligation 41,613,060 40,405,530Net liability in the balance sheet 41,613,060 40,405,530

Net liability at the beginning of the year 40,405,530 31,885,185

Current service cost 5,663,433 7,440,831

Interest cost 3,673,828 3,826,222

(Gain)/loss (5,784,303) -

43,958,488 43,152,238

Less: Payments made during the year (2,345,428) (2,746,708)Net liability at the end of the year 41,613,060 40,405,530

Principal actuarial assumptions at the balance sheet date:

Expected future salary increase 12.5% 15%

Discount rate 10.5% 12%

The amounts recognised in the income statement are as follows:Current service cost 5,663,433 7,440,831

Interest cost 3,673,828 3,826,222

GainNote :

(5,784,303) -

19. Deferred Tax LiabilityBalance as at the beginning of the year 6,804,104 6,477,277

Provision/ (reversal) made during the year (5,227,554) 326,827Balance as at the end of the year 1,576,550 6,804,104

An actuarial valuation was carried out to assess the present value of theunfunded defined benefit obligation as at the balance sheet date.



31

31.03.2012 31.03.2011Rs. Rs.

20. Trade and Other PayablesTrade creditors 28,405,930 26,088,011

Accrued expenses 60,999,281 53,528,295

Sundry creditors and other payables 17,970,328 17,018,683

Excise duty payable 52,610,041 41,113,904

Provision for interest 2,137,284 4,567,698

Timer claim received from LG - 16,319,672

Import control 16,956,501 14,473,122

Nations Building Tax payable - 3,897,267

Provision on Vat Assesment 34,388,926 -

AC Installation Provision 6,882,364 -

ESC payable 5,834,747 4,941,158226,185,402 181,947,810

21. Income Tax

Balance at the beginning of the year 24,950,481 (20,032,907)

Tax expense for the year 32,274,064 73,409,761

57,224,545 53,376,854

Payments during the Year (29,060,714) (28,426,373)Balance at the end of the year 28,163,831 24,950,481

22. Amounts Due to Related PartiesAB Technologies (Pvt) Ltd. 775,608 775,607

Abans Construction (Pvt) Ltd. - 666,945

Abans Graphics (Pvt) Ltd. 131,219 374,109

Abans (Pvt) Limited - Automobile 1,808,987 -

Abans Retail (Pvt) Ltd 237,623 -

Abans Financial Services Ltd. - 4,003

Abans Envirmental Services (Pvt) Ltd. 72,218 -

Crown City Developers (Pvt) Ltd. 3,671,506 3,120,286

AB Securities (Pvt) Ltd. 1,535,324 703,7888,232,485 5,644,738

23. Interest Bearing BorrowingsTerm Loan (Note 17.1) - 16,591,381

Lease Creditor (Note 17.2) 553,696 2,076,998

Import loan 383,723,689 664,823,489384,277,385 683,491,868

24. Capital Commitments

25. Contingent Liabilities

Three labour tribunal cases were pending as at the balance sheet date, the outcome of which will not resultein a material financial impact on the company.

There were no contingent liabilities as at the balance sheet date other than gurantees provided for loansamounted to Rs 315,000 (as at 31st March 2011 Rs.315,000/-)

Capital expenditure approved by the Board of Directors for which no provission has been made in the financialstatements amounts to Rs 40.8mn



32

26. Events After the Balance Sheet Date

27. Related Party DisclosureDetails of significant related party disclosures are as follows :

No circumstances have arisen since the balance sheet date which would require adjustments to, ordisclosure in the financial statements.

27.1 Transactions with Related Entities

Company Relationship 2011/2012 2010/2011Rs. Rs.

received/ (paid) received/ (paid)

Abans (Pvt) Ltd. Parent Service income 464,244,357 309,068,330

Sale of goods 1,943,331,318 1,374,729,135

Reimbursement ofwarehouseexpenses

12,000,000 12,000,000

Purchases (46,521,624) -

Wharf services (8,943,595) (20,783,845)

Other expenses (712,551) -

Abans Marketing (Pvt) Ltd Affiliate Rent expense (4,500,000) (4,500,000)

Crown City Developers (Pvt) Ltd. Affiliate Logistic services (16,105,425) (51,097,382)

27.2 Transactions with Key Management PersonnelKey Management Personnel comprise the members of the Board of Directors of the company.

27.3 Key Management Personnel Compensation

2011/2012

Short term employee benefits 4,212,148

Post employment benefits 469,821

28. Business Segment InformationThe company comprises the following two business segments.

Segment Products & Services

Manufacturing :

Services :

Nature ofTransaction

Details of short term, post employment remuneration and other long term benefits and payments madeto the Key Management Personnel are given in Note 5 to the financial statements.

Installation, repair and maintenance,including all after salesservices, of electrical & household appliances sold by AbansLimited.

Manufacture and sale of LG washing machines, refrigerators,water geysers, televisions, cookers and freezers.



33

2011/2012 2010/2011 2011/2012 2010/2011 2011/2012 2010/2011(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)

Business SegmentTurnover & Results

Revenue 1,947,307,488 3,273,083,217 599,935,985 513,495,876 2,547,243,473 3,786,579,093Profit / (loss) for theyear 52,398,765 137,060,179 42,950,419 53,663,905 95,349,184 190,724,084

Business SegmentAssets & Liabilities

Segment assets 1,073,508,322 1,246,395,454 391,777,703 353,669,223 1,465,286,025 1,600,064,677

Segment liabilities 676,328,021 893,096,317 168,135,482 218,370,742 844,463,503 1,111,467,059

Business Segment

Other Information

Capital expenditure 10,427,113 32,649,553 14,194,773 8,846,944 24,621,886 41,496,497

Depreciation 14,866,439 14,475,854 9,758,175 10,592,917 24,624,614 25,068,771

Manufacturing Services Total

Segment information is presented in respect of the company's business segments. Segment results, assets and liabilitiesinclude those items directly attributable to a segment.

29. No significant re-classification of comparative information to be disclosed separetely in financial statements.

Value Added StatementAbans Electricals PLCAnnual Report 2011 / 2012

34

2012 2011Manufacturing Service Manufacturing Service Company Company

Value Created

Turnover 1,947,308 599,142 3,273,083 512,222 2,546,450 3,785,305 Add : O ther Incom e 32,169 14,803 3,897 18,083 46,972 21,980 Less: Cost of Materials & Services 2,201,347 3,264,390

392,075 542,486 Value Distributed

Salaries, wages and other benefits 46,832 185,216 56,198 162,226 232,048 218,424 Interest paid to providers of finance 35,378 4,675 97,252 11,019 40,053 108,271 Depreciation 14,867 9,758 14,476 10,592 24,625 25,068

97,077 199,649 167,926 183,837

Dividend paid to shareholders 8,518 8,518 Incom e Tax 27,046 73,736 Reinvested in the Com pany 59,785 108,469

392,075 542,486

Rs '000

2012 2011

Salaries, wages and other benefits

Interest paid to providers of finance

Depreciation

Dividend paid to shareholders

Income Tax

Reinvested in the Company

Value Added Statement - 2012

- 30 60 90 120 150 180 210



Depreciation

2011

2012

Manufacturing Department

Rs. Mn.

- 30 60 90 120 150 180 210



Depreciation

2011

2012

Service Department

Rs. Mn.

Ten Year SummaryAbans Electricals PLC


35

SUMMARY OF INCOME STATEMENTS

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

TURNOVER 223,496 336,252 541,705 1,131,486 1,928,861 1,911,064 2,069,059 2,419,975 3,785,305 2,546,450

Profit Before Interest & Taxation 17,291 34,918 42,479 49,137 93,361 98,676 96,747 205,643 298,995 135,402

Interest (6,032) (6,946) (12,586) (35,193) (75,833) (83,665) (115,242) (106,728) (108,271) (40,053)

Profit Before Taxation 11,259 27,972 29,893 13,945 17,529 15,011 (18,495) 98,915 190,724 95,349

Taxation (2,224) (892) (5,698) 1,687 6,840 (7,609) (9,597) (31,353) (73,736) (27,046)

Profit After Taxation 9,035 27,080 24,195 15,632 24,370 7,402 (28,092) 67,562 116,988 68,303

SUMMARY OF BALANCE SHEET

Non Current Assets 126,065 135,594 182,670 183,126 217,066 261,350 243,887 237,133 253,467 257,756

Current Assets 80,704 108,808 232,901 383,039 778,241 796,537 955,327 1,293,814 1,219,451 1,051,562

Total Assets 206,769 244,402 415,571 566,165 995,307 1,057,887 1,199,214 1,530,947 1,472,918 1,309,318

Share Holders’ Funds 108,134 133,085 154,600 165,973 185,019 187,098 152,617 220,179 370,598 430,383

Non Current Liabilities 18,512 19,023 53,563 40,773 132,917 155,139 215,425 185,126 162,959 155,309

Current Liabilities 80,123 92,294 207,408 359,419 677,371 715,650 831,172 1,125,642 939,361 723,626

Total Equity & Liabilities 206,769 244,402 415,571 566,165 995,307 1,057,887 1,199,214 1,530,947 1,472,918 1,309,318

No of Shares (In' 000) 1.064.7 1.064.7 2,129.4 2,129.4 2,129.4 2,129.4 2,129.4 2,129.4 4,258.8 4,258.8

Ratios and Other Analysis Units 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Dividend per Share Rs. 2.00 2.50 2.00 2.50 2.50 3.00 - 3.40 2.00 2.00

Dividend Growth Rate - 25.00% (20.00%) 25.00% - 20.00% - - (41.18%) -

Dividend Cover Times 4.24 10.17 5.68 2.94 4.58 1.16 - 9.33 13.73 7.94

Earnings per Share Rs. 8.49 25.43 11.36 7.34 11.44 3.48 (13.19%) 31.73 27.47 16.04

Earnings Growth Rate (6.80%) 199.72% (10.65%) (35.39%) 55.90% (69.63%) (479.52%) 340.50% 73.16% (41.61%)

Return on Share Holder’s Funds 8.36% 20.35% 15.65% 9.42% 13.17% 3.96% (18.41%) 30.69% 31.57% 15.87%

Net Value per Share Rs. 99.56 125.00 72.60 77.94 86.89 87.86 71.67 103.40 87.02 101.06

Market Value per Share Rs. 37.25 59.75 90.00 120.00 91.50 81.75 64.00 144.75 258.10 158.00

Price Earnings Ratio Times 4.39 2.35 7.92 16.35 8.00 23.52 (4.85) 4.56 9.40 9.85

Current Ratio Times 1.01 1.18 1.12 1.07 1.15 1.11 1.15 1.15 1.30 1.45

Interest Cover Times 2.87 5.03 3.38 1.40 1.23 1.18 0.84 1.93 2.76 3.38

(Rs.’000)

Shareholder & Investor InformationAbans Electricals PLCAnnual Report 2011 / 2012

36

DISTRIBUTION OF EQUITY AS AT 31ST MARCH 2012

COMPOSITION OF SHAREHOLDINGS AS AT 31ST MARCH 2012

Holdings No. of Holders Total Holding Total Holdings %

1-1,000 shares 1,150 214,326 5.03

1,001-10,000 shares 141 414,353 9.73

10,001-100,000 shares 29 782,317 18.37

100,001-1,000,000 shares 5 1,018,488 23.91

Over 1,000,000 shares 1 1,829,316 42.95

Grand Total 1,326 4,258,800 100.00

Category No. of Holders Total Holding Total Holdings %

Individual 1,247 2,028,717 47.64

Institutional 79 2,230,083 52.36

Total 1,326 4,258,800 100.00

GENERAL

Authorized Share Capital Rs.50,000,000Stated Capital Rs.122,850,000No. of Shares 4,258,800Voting Rights One vote per Ordinary Share

STOCK EXCHANGE LISTING

This issued shares of the Company are listed with the Colombo Stock Exchange.

MARKET VALUE

The transacted value of an ordinary share of Abans Electricals PLC are as follows;

2012 2011 Rs. Rs.

Highest Price 385.00 345.00 Lowest Price 112.10 112.50 As at Balance Sheet Date 158.00 258.10

MARKET CAPITALISATION VALUE

The Market Capitalisation value of the Company as at 31st March 2012 is Rs. 672,890,400/-(Rs.1,099,196,280 - 2011)

Shareholder & Investor InformationAbans Electricals PLC


37

ANALYSIS OF SHAREHOLDERS AS AT 31ST MARCH 2012

Category No. of Shareholders Total Holding Total Holding %

Resident 1,315 4,195,555 98.51Non-Resident 11 63,245 1.49

Total 1,326 4,258,800 100.00

TWENTY MAJOR SHAREHOLDERS OF THE COMPANY

Public Shareholding percentage as at 31st March 2012 was 31.84%.

Name As at31st March 2012

As at31st March 2011 As at

31st March 2012

% of issued Capital

Abans (Private) Limited 1,829,316 42.95

Mrs. Saroshi Dubash 246,517 5.79

Mrs. Aban Pestonjee 244,532 5.74

Mr. Rusi Pestonjee 222,810 5.23

Mr. P.N. Pestonjee 168,995 3.97

Mr. Behman Pestonjee 135,709 3.19

J.B. Cocoshell (Pvt) Ltd 93,500 2.20

Mr. T.R.L Perera 76,896 1.81

Swiss Lloyd Limited 63,500 1.49

Dr. K. Poologasundram 60,064 1.41

Lanka Orix Leasing Company PLC 50,000 1.17

Mr. D G Wijemanne 38,184 0.90

Mr. G.C. Goonetilleke 36,600 0.86

Mrs. B.S. Rasanayagam 36,400 0.85

Mr. A.J. Dubash 32,340 0.76

First Capital Markets Limited / Mr. I P Galhenage 25,000 0.59

Mr. Theekshana Liyanage 19,890 0.47

Waldock Mackenzie Limited / Dr. H.S.D. Soysa 18,337 0.43

Mr. G.C.W.De Silva 18,300 0.43

Dr. H H S Samarasiri 15,966 0.37

Others 825,944 19.39

Total 4,258,800

1,829,316

246,517

52,150

229,810

161,688

235,034

90,800

76,896

53,500

60,064

-

-

36,600

36,400

32,340

-

19,890

18,337

18,300

66

100

Shareholder & Investor InformationAbans Electricals PLCAnnual Report 2011 / 2012

38

1,91

1

2,06

9

2,42

0

3,78

5

2,54

6

0

1,000

2,000

3,000

4,000

2008 2009 2010 2011 2012

Turnover (Rs .Mn)

81.7

5

64.0

0

144.

75

258.

10

158.

00

050

100150200250300

2008 2009 2010 2011 2012

Market Value Per Share (Rs.)

3

0

3.4

2 2

0

1

2

3

4

2008 2009 2010 2011 2012

Dividend Per Share (Rs.)

86.2

1%

0.00

% 10.7

2%

7.28

%

12.4

7%

0.00%

20.00%

40.00%

60.00%

80.00%

100.00%

2008 2009 2010 2011 2012

Dividend Payout (%)

17.55 19.1413.77

9.85 10.06

0.005.00

10.0015.0020.0025.00

Average Lending Rate of Banks (%p.a) - AWPLR

110.96 110.52

115.87

113.02 113.61

106108110112114116118

Average Selling Exchange Rate of US $

187

.1

152.

6

220.

1

370.

6

430.

3

0

100

200

300

400

500

2008 2009 2010 2011 2012

Shareholder's Funds ( Rs .Mn )87

.86

71.6

7 103.

4

87.0

2

101.

06

020406080

100120

2008 2009 2010 2011 2012

Net Assets Per Share (Rs .)

3.48

(13.19)

31.7

3

27.4

7

16.0

4

-20

-10

0

10

20

30

40

2008 2009 2010 2011 2012

Earnings Per Share (Rs.)

(4.58)

23.5

2

4.56

9.40

9.8

5-10

-5

0

5

10

15

20

25

2008 2009 2010 2011 2012

Price Earning Ratio (Times)


39Notice of Meeting

Notice is hereby given that the THIRTIETH ANNUAL GENERAL MEETING of the Company will be held at Auditorium Bandaranayake Centre for International Studies (BCIS Hall), BMICH, Bauddhaloka Mawatha, Colombo 08. on 17th of September 2012., at 3.30 p.m. for the following purposes.

1. To receive and adopt the Report of the Directors, the Audited Statement of accounts of the Company for the year ended 31st March 2012 and Report of the Auditors thereon.

2. To re-elect Mr. Lakshman Ravendra Watawala, a Director of the Company who retires by rotation in terms of Article 89 of the Articles of Association of the Company. The directors recommend the re-election of Mr. Lakshman Ravendra Watawala as a Director of the Company.

3. To re-elect Mrs. Dayangani Priyanthi Pieris, a Director of the Company who retires by rotation in terms of Article 89 of the Articles of Association of the Company. The directors recommend the re-election of Mrs. Dayangani Priyanthi Pieris as a Director of the Company.

4. To re-elect Mrs. Aban Psetonjee, Chairperson of the company who being over seventy years of age retires in accordance with Section 210 of the Companies Act No.07 of 2007. A notice has been received from a share holder of the intention to move a resolution in compliance with Section 211 of the Companies Act (Refer to Note 1 below in Page No.41). The Directors recommend the re-election of Mrs. Aban Pestonjee as a Director of the Company.

5. To re-appoint M/S SJMS Associates, auditors and to authorize the directors to determine their remuneration.

By order of the BoardSgd.Varners International (Private) Limited SecretariesColombo.

20th August 2012


40 Notice of Meeting

Notes :

1. A Notice was received from a shareholder of the Company giving notice of the intention to move the following as Ordinary Resolution at the forth coming Annual General Meeting of the Company with regard to the re-election of Mrs. Aban Psetonjee who retires at the Above General Meeting.

“ RESOLVED that Mrs Aban Pestonjee who is over seventy years of age be and is hereby re-elected as a Director of the Company and it is further specifically declared that the age limit of seventy years referred to in the section 210 of the Companies Act No. 07 of 2007 shall not apply to the said Mrs. Aban Pestonjee”

2. A member entitled to attend and vote at the meeting, is entitled to appoint a proxy to attend and vote on behalf of his/her and Form of Proxy is attach (Page No. 42) to this Report for this purpose. A Proxy need not to be a member of the Company.

3. The instrument appointing a proxy is required to be deposited at the Registered Office of the Company at No.498, Galle Road, Colombo 03 or at the Office of the Secretaries at Level 14, West Tower, World Trade Centre, Echelon Square, Colombo 01 not less than forty eight hours before the time fixed for the meeting.

4. A Form of Attendance is included in this report. Shareholders are requested to complete it and hand it over when attending the meeting.

5. For reasons of security, it is essential that you bring with you, your National Identity Card.

Form of Proxy

I/We*………………………………...........................................................................…………………………………………………...

………………………………………………….......................………………… being a member/members of Abans Electricals PLC.,

hereby appoint;

Mrs. Aban Pestonjee ..…………………….............................................................................…… of Colombo or failing her

Prof. Lakshman R. Watawala …………………........................................................……………… of Colombo or failing him

Mrs. Saroshi Dubash ………….........................................................................………....… of Colombo or failing her

Mr. Behman Pestonjee …………........................................................................………………… of Colombo or failing him

Mr. Rusi Pestonjee ………………………......................................................................………… of Colombo or failing him

Mr. Allen Raffel ………………...........................................................................………………… of Nugegoda or failing him

Mr. C.A. Fernando ……………………......................................................................……………… of Kotte or failing him

Mrs. Dayangani Priyanthi Pieris ………………....................................................………………… of Colombo or failing her

………………………...............................……………of…………………..................................………………………………………….

(National Identity Card Number…………...................…………) as my/our proxy to represent me/us on my/our behalf at the

Thirtieth Annual General Meeting of the Company to be held on 17th of September 2012 and at any adjournment thereof

and at every poll which may be taken in consequence thereof.

Signed this …………………............................................………… day of ……………...............................................……. 2012

Signature ……………………………………..

Witness ……………………………………….


41

Instructions on ProxyAbans Electricals PLCAnnual Report 2011 / 2012

42

01. If you cannot attend the Annual General Meeting and would wish one of the Directors or any other person to represent you, kindly perfect the Form of Proxy by filling in legibly your fullname and address, signing in the space provided and filling in the date of signature.

02. If the Form of Proxy is signed by an attorney, the relative power of attorney should accompany the Form of Proxy for registration if such power of attorney has not already been registered with the Company.

03. A Limited Liability or Corporate Shareholder should execute this proxy under its common seal or by its authorized attorney.

04. The completed Form of Proxy should be deposited at the Company’s office, No. 498, Galle Road, Colombo 03, or at the Office of the Secretaries at Level 14, West Tower, World Trade Centre, Echelon Square, Colombo 01, at least 48 hours before the time appointed for the holding of the Meeting.

Form of AttendanceAbans Electricals PLC


43

I/We* hereby record my /our* presence at the Thirtieth Annual General Meeting of Abans Electricals PLC on the 17th of September 2012 at Auditorium - Bandaranayake Centre for International Studies (BCIS Hall), BMICH, Baudhaloka Mw, Colombo 08.

(1) Full Name of Share Holder

(2) Share Certificate Number

(3) National Identity Card Number

(4) Address

(5) Name of Proxyholder (if applicable)

(6) National Identity Card Number of Proxyholder

(7) Address of Proxyholder

(8) Number of share held CDS Non CDS

* Please delete what is inapplicable

.............................................................Signature of Shareholder

Date ..................................................

Note ; (i) Shareholders are requested to bring this Form of Attendance when attending the Meeting and hand it over at the entrance to the meeting hall.

(ii) Shareholders appointing proxies (other than Directors of the Company) to attended the Meeting are requested to indicate the National Identity Card number of the Proxyholder on the Form of Proxy and request the Proxyholder to bring along his / her National Identity Card.

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