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Annual Report 2020/2021

Dolphin Hotels PLC Annual Report 2020/2021

Contents

Overview Financial Reports


Vision, Mission & Values 02 Statement of Directors’ Responsibility in
Financial Highlights 03 Relation to Preparing Financial Statements 26
Independent Auditor's Report 27
Statement of Financial Position 31
Leadership
Statement of Profit or Loss 32
Chairman’s Massage 04
Statement of Comprehensive Income 33
Board of Directors 06
Statement of Changes in Equity 34
Statement of Cash Flows 35
Governance Notes to the Financial Statements 36
Risk Management 09
Corporate Governance 13
Supplementary Infomations
Annual Report of the Board of Directors 16
Ten Year Financial Review 72
Directors' Interest in Contracts with the Company 19
Investor Information 73
Report of the Related Party Transactions
Notice of Annual General Meeting 75
Review Committee 21
Registration of Shareholder Details for
Report of the Audit Committee 22
Online Participation 77
Form of Proxy 79
Corporate Information Inner Cover

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www.serendibleisure.com Annual Report
02 Dolphin Hotels PLC Annual Report 2020/2021

Vision, Mission & Values


OVERVIEW

OUR VISION OUR MISSION

“To be one of the top three contributors OUR GUESTS


to the development of the hospitality To create experiences to write home about by
industry in Sri Lanka and be the benchmark exceeding the expectations of our guests at
for guest service, F&B standards and all times
management of human capital”
OUR CUSTOMERS
To be the most trusted hotel partner, delivering
consistently superior value at all times

OUR PEOPLE
To create an environment that will inspire our
people to work with pride, happiness and passion
which will reflect in service excellence thus
delighting our guests

OUR COMMUNITY
To develop our community and protect our
environment by adopting and implementing
sustainable tourism initiatives

OUR SHAREHOLDERS
To deliver superior returns to our shareholders
through sustained performance excellence

OUR VALUES

We Think Boldly
We Lead Change
We Thrive on Creativity
We Evolve with Our Customers
We Personalise Experiences
We Keep Learning
Dolphin Hotels PLC Annual Report 2020/2021 03

Financial Highlights
OVERVIEW

Year ended 31 March 2021 2020

Revenue Rs.000's 349,729 728,502


Profit before Interest, Tax, Depreciation & Amortization (EBITDA) Rs.000's 29,580 139,403
Profit before Tax Rs.000's (36,082) 62,517
Profit after Tax Rs.000's (33,225) 44,485
Earnings per Share Rs. (1.05) 1.41
Cash Earnings per Share Rs. 3.43 3.48
Interest Cover Times (1.13) 3.45
Return on Equity (ROE) % (1.58) 2.13
Return on Capital Employed (ROCE) % (2.18) 1.71

Statement of Financial Position Highlights and Ratios


Total Assets Rs.000's 3,223,072 3,123,780
Total Debt Rs.000's 732,182 643,960
Total Shareholders' Funds Rs.000's 2,103,952 2,093,150
No. of Shares in Issue 31,621,477 31,621,477
Net Assets per Share Rs. 66.54 66.19
Debt/Total Equity % 34.80 30.77
Debt/Total Assets % 22.72 20.61

Market/Shareholder Information
Market Price of Share as at 31 March Rs. 24.50 18.30
Market Capitalization Rs.000's 774,726 578,673
Price Earnings Ratio Times (23.32) 13.01
Dividends per Share Rs. Nil Nil
Dividends Payout % Nil Nil

Market Price Per Share (Rs.) Net Assets Per Share (Rs.) Earning Per Share (Rs.)
40 68 6

66
66.54
66.19

4.71

4.65

30 64 4
31.50

64.94

62
26.50
26.00

3.17
24.50

1.41

20 60 2
60.31
18.30

59.17

(1.05)

58

10 56 0

54

0 0 (2)
2016/17

2017/18

2018/19

2019/20

2020/21

2016/17

2017/18

2018/19

2019/20

2020/21

2016/17

2017/18

2018/19

2019/20

2020/21
04 Dolphin Hotels PLC Annual Report 2020/2021

Chairman’s Massage
LEADERSHIP

“COVID-19 pandemic has


brought remarkable shocks over
tourism globally”

The government also streamlined the tourism sector's


regulatory framework by setting up a 'One-Stop Unit
(OSU)' to assist potential investors. Several incentives, such
as VAT exemption, tax holidays for hotel development,
tax exemption for MICE organizations, subsidies for
the development of medical tourism facilities, and zero
import duties on caravans, yachts, surfing equipment, and
mini cruise boats, among others, have helped increase
investment in the sector over the years. The government
also launched effective marketing campaigns to negate the
bad publicity caused by the civil war and to rebuild its image
as a safe tourist destination. Electronic visa authorization
was also introduced to ease travel into the country.
On behalf of the Board, it is my pleasure to present the
Annual Report and Financial Statements of Dolphin Hotels Despite all the positive initiatives taken in the previous
PLC for the year ended 31 March 2021. years, COVID-19 pandemic severely impacted the tourism
sector, the worst hit sector. The number of tourist arrivals
GLOBAL TOURISM came down drastically in the year under review, compared
The tourism industry is one of the leading industries to the previous period. As a result of the quick spread of
contributing to sustainable economic growth. The tourism the virus, the airport was closed mid-March 2020 which
industry carries great significance in the economic resulted, no tourist arrivals during the months of April to
development of any country. COVID-19 crisis has affected December 2020, except for the 393 tourist arrival from
global travel and tourism more than any other sector Ukraine as part of a pilot project in December 2020. Even
globally. The ramification of COVID-19 has reduced the though the government reopened its borders in January
global mobility to a dismal level causing exorbitant economic 2021, the number of tourist arrivals remain low reflecting
losses for all nations dependent on the tourism sector. the lower demand for international travel.

TOURISM INDUSTRY IN SRI LANKA COMPANY PERFORMANCE


Travel and Tourism have been emphasized as one of the The Company carried out its business activities as a
main sources of foreign exchange as well as an emerging repatriation hotel in the year under review. Despite the
economic sector in the country. Further, Tourism is negative challenges, the Company achieved 48% occupancy,
identified as one of the main economic sectors due to compared to 66% occupancy achieved in the previous
the massive growth and development, the volume of financial year. The Company recorded a revenue of
foreign exchange, and huge infrastructure development, all Rs. 349.7Mn for the year ended 31 March 2021, compared
contributing to the socio-economic development in to Rs. 728Mn recorded in the previous year.
the country.
The Company concluded 2020/21 on a negative note,
The Sri Lankan government, fully cognizant that good recording a negative EBIT of Rs. 61.8Mn,compared to
infrastructure is necessary for the country to achieve Rs. 46.7Mn positive EBIT recorded in the previous
economic and tourism growth, has constantly focused on financial year.
bringing foreign aid into the country to build infrastructure
projects. The last decade has seen a massive infrastructure With the objective of increasing the overall value
development in the form of roads, railways, bridges, ports proposition of the property and to reap the benefits when
and etc, which have aided tourism growth. the country situation reaches normalcy, the Company is
Dolphin Hotels PLC Annual Report 2020/2021 05

LEADERSHIP

intending to perform a much-needed refurbishment in


the property. The estimated cost of the refurbishment is
amounting to Rs. 215Mn.

Sales and Marketing are in constant dialogue with Foreign


Tour Operators (FTO’s) and local Destination Management
Companies (DMC’s), to ascertain the current market
conditions of the target market segments. Even though the
industry is having a temporary drawback, those local and
foreign tour operators are positive for the medium and long
term. Several Foreign Tour Operators are in discussions to
finalize contracts for the immediate future. All the short
term and long terms strategies are in place to achieve better
results in future, when the industry conditions are back to
its normal pace.

I take this opportunity, to express my sincere gratitude and


appreciation to our valued guests, business partners who
provided their continuous support and our staff, who are
working hard during these tiring times to provide quality
customer service.

Finally, I take this opportunity to place on record my


appreciation to my colleagues on the Board for their
valuable guidance and support during the year under review.

W D K Jayawardena
Chairman
06 Dolphin Hotels PLC Annual Report 2020/2021

Board of Directors
LEADERSHIP

Left to Right - Top Row


W D K Jayawardena - Chairman, K U Amarasinghe (Mrs) - Non-Executive Director,
D S K Amarasekera - Non-Executive Director, Dr. J M Swaminathan - Independent Director

Left to Right - Bottom Row


A R Gamage (Mrs) - Independent Director, S Kurumbalapitiya - Non-Executive Director,
B S M De Silva - Independent Director, K J Pathiraja - Executive Director
Dolphin Hotels PLC Annual Report 2020/2021 07

LEADERSHIP

W D K JAYAWARDENA K U AMARASINGHE (MRS)

Chairman Non - Executive Director


Mr. W D K Jayawardena holds a MBA in Financial Mrs. K U Amarasinghe holds an Honours Degree in
Management and is a fellow member of the Institute of Economics and has an outstanding vision for investments.
Bankers and an Associate Member of the Institute of Cost She serves on the Boards of subsidiaries of Browns Group
and Executive Accountants, London. He served as Country of Companies and L O L C Holdings PLC.
Head and CEO (Sri Lanka and Maldives) of Citibank NA from
1998 to 2007. With his varied experience in the fields of Key appointments:
Investment Banking, Banking Operations, Audit, Relationship Executive Director
Management, Corporate Finance, Corporate Banking and
• LOLC Holdings PLC
Treasury Management, Mr. Jayawardena served in the
• LOLC Finance PLC
following Boards/Committees:
• Chairman of the Sri Lanka Banks’ Association (SLBA) in Director
2003/04
• LOLC Life Assurance Ltd
• President of the American Chamber of Commerce in • Palm Garden Hotels PLC
Sri Lanka in 2006/2007 • Eden Hotel Lanka PLC
• Member of the Financial Sector Reforms Committee • Serendib Hotels PLC
(FSRC) • Hotel Sigiriya PLC
• Member of the National Council of Economic • Riverina Resorts (Pvt) Ltd
Development (NCED) • Brown & Co. PLC
• Browns Investments PLC
• Board Member of the United States - Sri Lanka
Fulbright Commission. • Green Paradise (Pvt) Ltd
• Browns Holdings Ltd
Mr. Jayawardena joined LOLC in the year 2007 as the Group • Danya Capital (Pvt) Ltd
Managing Director/CEO and is the Chairman/Director of • Serendib Leisure Management Ltd
the following companies and is also on the Boards of the • Frontier Capital Lanka (Pvt) Ltd
subsidiaries of the LOLC Group. • Sanctuary Resorts Lanka (Pvt) Ltd
• Ultimate Sports (Pvt) Ltd
Key appointments: • Melana Capital (Pvt) Ltd
Chairman
• LOLC General Insurance Ltd
• LOLC Securities Ltd D S K AMARASEKERA
• Palm Garden Hotels PLC
Non - Executive Director
• Eden Hotel Lanka PLC
Mr. D S K Amarasekera is a member of the Institute of
• Serendib Hotels PLC
Chartered Accountants of Sri Lanka and is an Attorney-at-
• Hotel Sigiriya PLC
Law of the Supreme Court of Sri Lanka. He also holds a
• LOLC Development Finance PLC
degree in Business Administration from the University of Sri
Jayawardenapura and began his career in the year 1998.
Director
• LOLC Holdings PLC
Mr. Amarasekera is an eminent Tax Consultant and the
• Seylan Bank PLC
Senior Tax and Legal Partner of Amarasekera & Company, a
• Brown & Company PLC
• Riverina Resorts (Pvt) Ltd leading tax consultancy firm in Sri Lanka.
• LOLC International (Pvt) Ltd
• Browns Investments PLC
• LOLC Advance Technologies (Pvt) Ltd
• LOLC Asia (Pvt) Ltd
• LOLC (Pvt) Ltd
• Ceylon Graphene Technologies (Pvt) Ltd
• LOLC Africa Holdings (Pvt) Ltd
• Leapstich Technologies (Pvt) Ltd
08 Dolphin Hotels PLC Annual Report 2020/2021

Board of Directors (Contd.)


LEADERSHIP

DR. J M SWAMINATHAN B S M DE SILVA

Independent Director Independent Director


Dr. J M Swaminathan holds LLB (Ceylon), LLM, M. Phil. Mr. B S M De Silva counts over 30 years’ experience in the
(Colombo) and LLD (Honoris Causa) Degrees and is an Tourism and Leisure industries. He was appointed to the
Attorney-at-Law. He is an Attoney-at-Law with 55 years in Board in 1990. He has extensive experience in the Spice
practice. He is a Member of the Office for Reparation Sri industry for over 45 years and is the Founder Chairman
Lanka. He has served as a Member of the Law Commission of the Spice Council. He is the Chairman and Managing
of Sri Lanka and Member of the Council of Legal Education Director of B. Darsin De Silva & Sons (Private) Limited
and the Council of the University of Colombo. He is also and the Chairman of Cinnamon Training Academy Limited,
Member of the Company Law Advisory Commission and The Ceylon Cinnamon Geographical Indications Association
Intellectual Property Law Advisory Commission. He is the and Ceylinco General Insurance Limited. Mr. De Silva holds
Chairman of the Studies of the Council of Legal education directorships in Hotel Sigiriya PLC, Sri Lanka International
and also a Consultant at the Institute of Advanced Legal Arbitration Centre, HVA Foods PLC and National Institute
Studies of the Council of Legal Education. He is a Member of Exports. He was also the former Chairman and Managing
of the Visiting Faculty of the LLM Course of the University Director of Intercom Group of Companies and several other
of Colombo. He also serves on the Boards of several public companies and is a Past President of the National Chamber
and private companies. of Exporters of Sri Lanka.

A R GAMAGE (MRS) K J PATHIRAJA

Independent Director Executive Director


Mrs. A R Gamage was appointed to the Board in 1994. Counting over 7 years of experience in Accounting, Finance
She is a Fellow of the Chartered Institute of Management and Business Administration, Mr. K J Pathiraja currently
Accountants U.K. Mrs. Gamage also serves as a Director of holds the position of General Manager - Finance at Serendib
Hotel Sigiriya PLC. Leisure Management Ltd. Mr. Pathiraja is an Associate
Member of the Institute of Chartered Accountants of Sri
Lanka as well as the Association of Chartered Certified
J P S KURUMBALAPITIYA Accountants, UK. He holds an MBA from the University
of Southern Queensland and a bachelor’s degree from the
Non-Executive Director University of Sri Jayewardenepura specialised in Accounting.
Mr. J P S Kurumbalapitiya has over 25 years’ experience He was appointed to the Board in March 2020. He also
in the areas of Finance, Business Restructure, Production serves as a Director of Hotel Sigiriya PLC and Serendib
Management, Marketing, Construction and Project Leisure Management Ltd.
Management, Human Resource Management, and
General Management, including CEO responsibilities.
Prior to joining Serendib Leisure, he was the Group CFO
of Rockland Distilleries (Private) Limited. He is a Fellow
Member of the Institute of Chartered Accountants Sri
Lanka and a Fellow Member of the Chartered Institute of
Management Accountants UK. He also holds an MBA from
the University of West London. He was a former council
member of the Institute of Chartered Accountants of Sri
Lanka. Mr. Kurumbalapitiya joined Hemas Holdings PLC in
2014 and took over responsibilities of COO of Serendib
Leisure Management Ltd in 2017 and was appointed as
the Managing Director of Serendib Leisure Management
Ltd on 1 April 2019, prior to being appointed to the Board
in March 2020. He also serves on the Boards of Serendib
Hotels PLC, Hotel Sigiriya PLC and several other public and
private entities.
Dolphin Hotels PLC Annual Report 2020/2021 09

Risk Management
GOVERNANCE

Dolphin Hotels PLC takes a dynamic approach in risk a system of information gathering, awareness and action to
management which ensures proactive identification, mitigate exposure to identified risks.
assessment and response of Key business risks. Our risk
assessment process takes the likelihood and the potential The management team of Serendib Leisure Management
impact of an event into account and lists out the action Ltd, managing agent of Dolphin Hotels PLC, overlooks the
plans taken to mitigate the risk of such an event. risk management process of the Dolphin Hotels PLC. The
Group Risk Management Committee (GRMC) of LOLC
We have adopted the ISO 31000 standard of risk Holdings PLC (ultimate parent company of Dolphin Hotels
management which provides a platform that ensures the PLC) reviews the company’s risk profile and provides
quality of managing risk within the guidelines and principles guidance on required risk responses on a quarterly basis.
of the framework. The framework elaborates on establishing
the context, risk identification, risk assessment, risk response, The Audit Committee of Dolphin Hotels PLC reviews
treatment for the risk, risk reporting and monitoring. and monitors internal controls. The internal audit scope
is approved by the Audit Committee at the beginning of
THE GROUP RISK POLICY the financial year. Follow-up of internal audit findings are
Our policy for risk management is to proactively manage risk performed by the Internal Audit team of LOLC Holdings PLC.
to ensure continued growth of our business and to protect
our people, assets and reputation. The management reports on compliance to financial and
operational controls based on a checklist drafted by GRMC
This implies that we will: on a quarterly basis were reviewed quarterly by the Audit
• Implement an effective and integrated risk management Committee and necessary recommendations were made on
system while maintaining business flexibility. risk responses. As a part of the Risk Management Process,
the Board reviews its strategies, processes, procedures
• Identify and assess material risks associated with our
and guidelines on a continuous basis to effectively
business, monitor, manage and mitigate risks.
identify, assess and respond to risks. The group-wide Risk
Management program is facilitated by the Group Risk and
Internal Control and Risk Management
Control division with the inputs from Business Strategy,
The management team of Serendib Leisure Management Corporate Finance, Group Treasury and Group Human
Ltd, managing agent of Dolphin Hotels PLC, reviews Resource divisions. Risk facilitation is exercised through risk
and assesses significant risks on a regular basis and has workshops, risk reviews, essential control check lists and
implemented an oversight program to ensure that there is risk reporting.

Risk Management Process


ISO 31000:2009

Establishing the Risk Management Framework


Context ISO 31000:2009
Risk assessment
Communication and Consultation

Mandate and
Commitment
Risk Identification
Monitoring and Review

Design the
PLAN Framework for
Risk Analysis Managing Risk

Continuous Improvement Implement Risk


ACT of the Framework DO Management
Risk Evaluation
Monitoring and
CHECK Review of the
Framework

Risk Treatment
10 Dolphin Hotels PLC Annual Report 2020/2021

Risk Management (Contd.)


GOVERNANCE

RISK EVALUATION AND


MAPPING Extraordinary S H H H E
The risk heat map is developed
based on the assessment of the Major S S H H H
likelihood of occurrence and the
potential impact of risks. Likelihood
Moderate M M S S H
of occurrence is assessed on
the basis of past experience and
Impact

preventive actions in place. A Minor L L M S S


ranking of Rare, Unlikely, Moderate,
Likely and Almost Certain is Insignificant L L L M S
assigned to all risks based on
the likelihood of occurrence. The Almost
Rare Unlikely Moderate Likely
impact of the event is evaluated Certain
by determining the loss it would
cause and the extent of the impact. Likelihood
After considering the above two
factors, the impact is categorised
as Insignificant, Minor, Moderate, Risk Rating Required Action
Major and Extraordinary. The • Board attention is required.
position of a risk in the risk heat
Extreme • Immediate action by senior management with a detailed
map indicates whether it falls below
research and management of risk through appropriate
or above the risk appetite level of
responses.
Dolphin Hotels PLC.
• Board attention is required.
Risk and their corresponding • Senior management responsibility is specified.
High
mitigating action plans are then • Risk must be managed by senior management with a detailed
reviewed by the GRMC. The risk treatment plan.
identified risk is then mapped on
• Senior management attention is required.
the below risk matrix and relevant
action is taken as per the risk rating. • Management responsibility is specified.
Significant
• Risks should be treated using one or more of the risk
Dolphin Hotels PLC’s risk treatment options.
management system engages • Risks should be treated using one or more of the risk
risks posed to the group on a treatment options.
broad front. The risk management Moderate
• Risk should be managed using specific monitoring or
process is entrenched in the core
treatment procedures.
values of the company and the
senior management demonstrates • Risk is accepted with minimal treatment and can normally be
leadership in championing the managed using existing routing procedures.
Low
company’s risk management • Low risks need to be monitored and periodically reviewed to
initiatives, thereby ensuring the ensure they remain acceptable.
company’s competitiveness and
sustainability in the long term.
Dolphin Hotels PLC Annual Report 2020/2021 11

GOVERNANCE

MANAGING RISK
The following framework depicts the specific and most relevant risks faced by the company and management actions to
mitigate them

Risk category Risk Exposure Risk Mitigating Actions


1 Global Travel Risk Adverse impact on • Implementation of recommended safety protocols to
Risk Assessment global travel due to ensure safety of guests and employees.
Impact: Extraordinary country borders being • Awareness training for COVID-19 for guests and the staff.
Likelihood: Almost certain shutdown/ negative
• Actively participate in industry associations to lobby for
travel advisories/
releasing negative travel advisories.
cancellation of flights
and negative appetite • Join in Destination marketing campaigns on social media
of foreign travel among and other digital media.
global travelers due to
COVID-19 pandemic.
2 Liquidity Risk Risk of inability to • Loan moratorium in placed for interest and capital
Risk Assessment meet short term loan repayments until September 2021 through government
Impact: Major repayments/supplier COVID-19 relief package.
Likelihood: Likely payments and other • New working capital loan was taken under government
liabilities. COVID-19 relief package at concessionary interest rate.
• Restructuring existing loans post September 2021 to
match the forecasted inflows.
• Negotiating new overdraft facilities to fund short term
cash requirements.
• Negotiation of longer credit periods with suppliers.
• Re-negotiation of all contracts / subscriptions and
annuities for better credit terms.
• Maintaining the fixed overheads at a minimum level to
control operational cash-burn.
3 Risk of noncompliance Possible requirement of • Invest in all properties for the necessary improvements to
Risk Assessment mandatory disclosure retain the currently advertise star rating.
Impact: Major of star rating of hotels.
Likelihood: Likely

4 Market Risk Adverse impact on • Closely monitor the socio-economic environment of the
Risk Assessment yields and occupancies traditional markets and targeting new emerging markets.
Impact: Major due to fluctuation • Analyse resources and capabilities to identify core
Likelihood: Almost certain in demand. competencies and differentiate through brand and s
ervice excellence.
• Sourcing new markets and developing new channels.
• Participate in trade fairs both local and foreign in order to
promote the properties and to attract new tour operators.
12 Dolphin Hotels PLC Annual Report 2020/2021

Risk Management (Contd.)


GOVERNANCE

Risk category Risk Exposure Risk Mitigating Actions


5 Credit Risk Risk arising due to • Credit is allowed only for approved customers which is
Risk Assessment default by customers reviewed bi-annually.
Impact: Moderate due to possible • Monitor and review the overdue debtor balances monthly.
bankruptcy of
Likelihood: Likely • Obtain booking advances.
travel agents / tour
operators. Impact • Compliance to laid down credit SOPs on credit control.
on liquidity and Singing up for payment plans with Tour Operators &
profitability. Travel Agents.

6 Health and Safety Risk Risk of litigation due • Insurance taken to cover both employee and guest
Risk Assessment to non-adherence to injuries. Further, regular maintenance of the property and
Impact: Moderate laid down health and equipment's is done to ensure all operating equipment are
Likelihood: Moderate safety regulations. This of good operating condition.
could be due to, but • Group has defined its food safety standards in its
not restricted to food Procedure Manual and all food handlers are taken through
poisoning, personal comprehensive training on the same.
or accidental harm to
• The hotel takes all precautions from sourcing the
guests or employees.
supplier to storage and preparation of food to ensure
contamination is avoided.
• Tour operator safety standards are complied with and
necessary action is taken immediately on any area of
concern related to health and safety based on audit
inspections done by tour operators.
• The company sources its products and services from
approved suppliers.
• Performing quarterly health and Safety audit reviews.
7 Foreign Exchange Rate Risk Adverse impact on P&L • Exchange rate movements are taken into consideration
Risk Assessment and gearing. when entering into contracts with travel agents.
Impact: Moderate • Structure Forex borrowings in proportion to the revenue
Likelihood: Likely currency mix.
• Hedge in Forward Rate Agreements (FRAs).
8 Human Resource Risk Risk of losing skilled • Establish career development programs and succession
Risk Assessment and trained human plans in order to retain and motivate the talent pool
Impact: Moderate capital and recruitment of the company.
Likelihood: Rare of right staff for new • Provide focused and structured training for staff at all
hotel developments. levels to aid personal and professional development.
Trade union activities
• Develop a strong employer brand to attract staff of the
resulting in work
right quality.
disruptions.
• Increasing employee engagement through designing
recognition programmes.
Dolphin Hotels PLC Annual Report 2020/2021 13

Corporate Governance
GOVERNANCE

INTRODUCTION depth knowledge of the local leisure industry, leisure sector


Corporate Governance involves a set of relationships trends including global trends, financial disciplines and the
between a Company’s management, its Board, its regulatory and legal framework.
shareholders and other stakeholders. Corporate Governance
also provides the structure through which the objectives The Directors’ profiles, shareholding and other information
of the Company are set, and the means of attaining those relating to the Board are given in the Annual Report of the
objectives and monitoring performance are determined. Board of Directors on page 16 to 18.

THE COMPANY’S PHILOSOPHY ON CORPORATE Auditors


GOVERNANCE The Auditors M/s Ernst & Young, Chartered Accountants
Dolphin Hotels PLC is fully aware and committed to retire and offer themselves for re appointment. The Board
implementing governance standards that conform to best recommends their reappointment for the year 2021/2022
practices. As part of the corporate culture, it engages and at a fee to be decided upon by the board.
interacts with all the stakeholders in a way that promotes
mutual trust, better understanding and good faith. Stakeholders
The Board is conscious of its relationship with all
The main scope of the Company’s Corporate Governance stakeholders, including the community within which it
policies encompass a clear description of duties and operates. Apart from aiming to be a model corporate citizen,
responsibilities among the Board of Directors, checks and with sustainable and eco-friendly practices, the hotel
balances, clear business roles and strategies within the enhances and uplifts staff standards and morale through
Company, ethical business conduct, engagement with regular training and improved facilities. This facilitates
stakeholders through risk mitigation, upholding corporate improvements in service levels, thereby enriching guest
social responsibility in sustained good corporate citizenship experience. Satisfied guests, apart from providing repeat
as well as disclosure of material information in a timely and business, also act as ambassadors for the hotels.
accurate manner.

Board of Directors Compliance with regulations


The board of Directors of the Company presently comprises The Board confirms that the Company is compliant with the
of Seven members. Corporate Governance requirements of the Colombo Stock
Exchange (“CSE”).
The Board has determined that Mr. B S M De Silva,
Mrs. A R Gamage and Dr. J M Swaminathan can Board Sub-Committees
appropriately be classified as independent directors. As permitted by the Listing Rules of the Colombo Stock
This determination is based on their professionalism and Exchange, the Audit Committee and the Remuneration
conduct. Their expertise and experience are of great value in Committee of the Parent Company, Serendib Hotels PLC
decision making. function as the Audit & Remuneration Committees
of the Company.
In accordance with the requirements of the Listing Rules
of the Colombo Stock Exchange, each Non-Executive The said sub-committees analyze the areas under their
Director has submitted his declaration relating to his/her purview and make recommendations to the Board on
independence. necessary improvements and notifications to the systems
and processes of the Company.
The Company benefits from the multiplicity of skills the
Directors bring to the discussion, which range from in-
14 Dolphin Hotels PLC Annual Report 2020/2021

Corporate Governance (Contd.)


GOVERNANCE

The extent of compliance as required by the Listing Rules of the Colombo Stock Exchange and subsequent amendments
thereto is set out below:
Sec No. Rules of the Colombo Stock Exchange Level of Description
compliance
7.10 Corporate Governance
Statement confirming that as at the date of The Company is in compliance with the listing
the annual report that the Company is in rules of the Colombo Stock Exchange.
compliance with these rules.
7.10.1 Non-Executive Directors
The Board of Directors of a listed entity shall Complied As at 31 March 2021 the Board comprised 6
include at least : two non-executive directors; Non-Executive Directors.
or such number of non-executive directors
equivalent to 1/3rd of the total number of
directors whichever is higher.
7.10.2 Independent Directors
Where the constitution of the Board of Complied As at 31 March 2021 the Board comprised
Directors includes only two Non-Executive 3 Independent Directors from whom signed
directors in terms of 7.10.1, both such Non- declarations of independence were obtained.
Executive directors shall be independent. In
all other instances two or 1/3rd of the non-
executive directors appointed to the Board,
whichever is higher shall be independent.
7.10.3-4 Disclosures Relating to Directors
Annual determination as to the independence Complied The Board has reviewed and satisfied itself as
or non-independence of each Non-Executive to the independent/non-independent status of
Director. the non-executive directors.

Please refer directors’ profiles on page 6 to 8.


7.10.5 Remuneration Committee
Shall comprise of a minimum of two Complied As at 31 March 2021 the Committee of the
independent Non-Executive Directors or of parent company comprised 2 Non-Executive
non-executive directors a majority of whom Directors. Both are independent.
shall be independent, whichever shall
be higher. The Chairman of the Committee is an
Independent Director appointed by the Board
of the parent company.

The names of the Chairman and members of


the committee are indicated in the
Directors’ Report.
Dolphin Hotels PLC Annual Report 2020/2021 15

GOVERNANCE

Sec No. Rules of the Colombo Stock Exchange Level of Description


compliance
7.10.6 Audit Committee
Shall comprise of a minimum of two Complied As at 31 March 2021 the Committee of the
independent non-executive directors or of parent company comprised 3 non-executive
non-executive directors a majority of whom Directors of whom 2 are independent.
shall be independent, which ever shall
be higher. Please refer committee report on page 22.
9.2.2 Related Party Transactions Review Committee
The Committee should comprise a Complied The Related Party Transactions Review
combination of non-executive directors and Committee of the Parent Company, Serendib
independent non-executive directors. The Hotels PLC functions as the Related Party
composition of the Committee may also Transactions Review Committee of
include executive directors, at the option of the Company.
the Listed Entity. One Independent Non-
Executive director shall be appointed as As at 31 March 2021 the Committee
Chairman of the Committee. comprised 2 non-executive Directors and
1 Independent Director, who is the
Committee Chairman.

Please refer committee report on page 21.


16 Dolphin Hotels PLC Annual Report 2020/2021

Annual Report of the Board of Directors


GOVERNANCE

The Board of Directors of Dolphin Hotels PLC takes STATUTORY PAYMENTS & COMPLIANCE WITH LAWS
pleasure in presenting their Report together with the AND REGULATIONS
Audited Financial Statements of the Company for the year The Directors confirm that to the best of their knowledge,
ended 31 March 2021 all taxes, duties and levies payable by the company, all
contributions, levies and taxes payable on behalf of and
PRINCIPAL ACTIVITY in respect of the employees of the Company as at the
The Principal activity of the Company is operating a tourist reporting date have been paid, or where relevant, provided
hotel remained unchanged during the year under review. for in the Financial Statements.
The Company owns and operates 154 rooms in Club Hotel
Dolphin Waikkal. The Company has also ensured that it has complied with the
applicable laws and regulations including the Listing Rules of
The Directors to the best of their knowledge and belief the Colombo Stock Exchange.
confirm that the Company has not been engaged in any
activity that contravenes laws and regulations. Details of Material Issues pertaining to the Employees
& Industrial Relations of the Entity During the year
CORPORATE GOVERNANCE under review there were no material issues pertaining to
The Directors confirm that the Company complies with the Employees & industrial Relations other than those disclosed
Rules on Corporate Governance laid down by the Colombo in Note 23 to the Financial Statements found on page 64.
Stock Exchange and has adopted the relevant rules on
Corporate Governance issued by the Securities & Exchange CORPORATE DONATIONS
Commission of Sri Lanka and the Institute of Chartered Donations made by the Company during the year under
Accountants of Sri Lanka. The Corporate Governance review amounted to Rs. 31,068 (Rs. 408,441 in 2020).
practices of the Company are given from page 13 to 15 of
the Annual Report. Directors
The Directors of the Company during the year under review
GOING CONCERN were as follows:
The Board having considered the financial position, W D K Jayawardene
operating conditions, regulatory and other factors and Chairman (appointed w.e.f. 11.02.2021)
such matters required to be addressed in the Corporate
A N Esufally
Governance Code, have a reasonable expectation that the
Outgoing chairman (w.e.f. 11.02.2021)
Company possesses adequate resources to continue its
operations for the foreseeable future. For this reason, the Dr. J M Swaminathan
Company continues to adopt the ‘Going Concern basis’ in Independent Director (appointed w.e.f. 11.02.2021)
preparing the Financial Statements. D S K Amarasekera
Non-Executive Director (appointed w.e.f. 11.02.2021)
SIGNIFICANT ACCOUNTING POLICIES Mrs. K U Amarasinghe
The Financial Statements for the period ended 31 March Non-Executive Director (appointed w.e.f. 11.02.2021)
2021 have been prepared in accordance with the Sri Lanka J P S Kurumbalapitiya
Accounting Standards which were in effect up to that date. Non-Executive Director
The Accounting Policies adopted In the preparation of these
B S M De Silva
Financial Statements are given from page 36 to 48.
Independent Director
PROPERTY PLANT & EQUIPMENT Mrs. R Gamage
Details of the Company’s Property Plant & Equipment are Independent Director
found on page 53 to 54. K J Pathiraja
Executive Director (resigned w.e.f. 03.06.2021)
STATED CAPITAL
The Stated Capital of the Company as at 31 March 2021 The profiles of the Directors are given on page 6 to 8.
amounted to Rs. 316,214,770/- (2020- Rs. 316,214,770/-)
divided into 31,621,477 ordinary shares.
Dolphin Hotels PLC Annual Report 2020/2021 17

GOVERNANCE

INTEREST REGISTER
In compliance with the requirements of the Companies Act. No. 07 of 2007 an interest Register was maintained by the
Company during the accounting period ended 31 March 2021.

DIRECTORS’ INTEREST IN CONTRACTS


In terms of Section 192 (2) of the Companies Act. The Directors have declared their interest in contracts in the Company
and have refrained from voting on matters in which they were materially interested. Directors’ interest in contracts with the
Company is disclosed on page 19 to 20 of the Annual report.

Directors’ interest in Shares


In compliance with Section 200 of the Companies Act. The directors have disclosed their relevant interest in shares
of the Company.
As at 31.03.2021 As at 31.03.2020
W D K Jayawardene - -
Dr. J M Swaminathan - -
D S K Amarasekera - -
Mrs. K U Amarasinghe - -
J P S Kurumbalapitiya - -
B S M De Silva 209,700 209,700
Mrs. A R Gamage 20,416 20,416
A N Esufally (resigned w.e.f. 11.02.2021) 16,565 16,565
K J Pathiraja (resigned w.e.f. 03.06.2021) - -

Retirement of Directors BOARD SUB COMMITTEES


In terms of Article 74 of the Articles of Association of the The Board has appointed the following Sub - Committees:
Company, Mr. W D K Jayawardena, Mrs. K U Amarasinghe, • the Audit Committee
Mr. D S K Amarasekera retires by rotation and offers
• the Remuneration Committee
themselves for re-election. The Directors recommend their
re-election. • the Related Party Transactions Review Committee

Mrs A R Gamage who is retiring in terms of Article 86 of the Committee meetings facilitate more detailed discussion of
Articles of Association of the Company and offer herself for specific areas, following which the Committees can make
re-election. The Directors recommend her re-election. their recommendations to the Board. The Committees
meet regularly and have put in place processes to ensure
In terms of Section 210 of the Companies Act No. 7 of that relevant issues are reviewed periodically and that all
2007, Dr. J M Swaminathan who reached the age of 70 necessary information is called for. On occasion, senior
years in 2011 retires. The Company has received notice management officers are invited to Board Sub Committee
from a shareholder of its intention to move a resolution meetings. This enhances discussion and the resolving
to re-elect Dr. Swaminathan as a Director. The Board of issues in a manner that facilitates not only improved
recommends his re-election. performance but also strengthened controls.

Directors’ remuneration The Reports of these Committees can be found on page 21


Directors’ remuneration is disclosed in the notes to the to 22 and provide further details.
Financial Statements page 68.
18 Dolphin Hotels PLC Annual Report 2020/2021

Annual Report of the Board of Directors (Contd.)


GOVERNANCE

Board and Board Sub-committee Membership:


Director Board Audit RPTR Board Meeting Attendance
Committee Committee 14.08.2020
W. D. K. Jayawardena* (appointed w.e.f. 11.02.21)  -  -
Mrs. K. U. Amarasinghe (appointed w.e.f. 11.02.21)  -  -
D. S. K. Amarasekera (appointed w.e.f. 11.02.21)    -
Dr J M Swaminathan ** (appointed w.e.f. 11.02.21)    -
Mr A N Esufally (res. W.e.f 11.02.21)    
Mr. B S M De Silva  - - 
Mrs. A R Gamage  - - 
Mr S Kurumbalapitiya  -  

* Chairman
** Committee Chairman
TRANSACTIONS WITH RELATED PARTIES & Control Department of the previous management. The
The Directors have disclosed transactions, if any, that could principal risks and mitigating actions had been reviewed by
be classified as related party transactions in terms of LKAS 24. the Audit Committee on a quarterly basis.

Details of related party transactions are disclosed in the AUDITORS


financial statements. During the year under review Messrs. Ernst & Young,
Chartered Accountants, served as the External Auditors of the
Related Party Transactions are disclosed in Note 26 to the Company. The Auditors were paid Rs. 900,000/- as audit fees.
Financial Statements. The Directors hereby confirm that to
the best of their knowledge and information available to The Directors have confirmed that to the best of their
them, the Company has complied with the requirements knowledge the Auditors have had no interest in or
of the rules relating to the related party transactions as relationship with the Company or its subsidiaries other than
contained in Section 9 of the Listing Rules of the Colombo that of External Auditors.
Stock Exchange.
The Auditors have confirmed that they are independent
DIRECTORS’ RESPONSIBILITY FOR in accordance with the Code of Ethics of the Institute of
FINANCIAL REPORTING Chartered Accountants of Sri Lanka.
The Directors are responsible for the preparation of
Financial Statements of the Company to reflect a true and AUDITORS REPORT
fair view of the state of its affairs. The Directors are of the The Auditors report appears on page 27.
view that the financial statements have been prepared
in accordance with the requirements of the Sri Lanka ANNUAL GENERAL MEETING
Accounting Standards, the Companies Act No. 7 of 2007 The Annual General Meeting of the Company will be held as
and the Listing Rules of the Colombo Stock Exchange. a virtual meeting emanating from the LOLC Board Room at
100/1 Sri Jayawardenapura Mawatha, Rajagiriya. The notice
The financial statements together with the notes thereon of meeting is included in this Annual Report.
are given on page 31 to 71.
For and on behalf of the Board
DIVIDENDS Dolphin Hotels PLC
The Directors have not recommended a payment of a
dividend for the year under review.

RISK MANAGEMENT
The Company has put in place a process to identify, evaluate W D K Jayawardena J P S Kurumbalapitiya
and manage any significant risks faced by the entity, where Chairman Director
annual risk reviews had been carried out by the Group Risk 30 August 2021 30 August 2021
Dolphin Hotels PLC Annual Report 2020/2021 19

Directors' Interest in Contracts with the Company


GOVERNANCE

Related party disclosures as required by the Sri Lanka Accounting standards No. 24 on Related Party Disclosures are detailed
in Note 26 to the Financial Statements. In addition, the company carried out transactions in the ordinary course of business
with entities where the Directors of the Company are Directors of such entities.

The Company had two Director Boards during the year ended 31 March 2021 as the Board prior to 11 February 2021, and
after. No transactions had taken place with the companies that directors of Dolphin Hotels PLC hold the directorships except
for what is disclosed below.
Company Director/s Nature of Transaction Value 2020/21 Value 2019/20
Hemas Holdings PLC Mr. A N Esufally * Sale of Goods/Services - 233,756
Purchase of Goods/Services (1,458,824) (1,705,341)
Expenses Incurred on Behalf - (156,155)
of the Company by Others
Settlement of Dues from (74,878) (196,378)
Related Parties
Settlement of Dues to 1,263,075 2,949,614
Related Parties
Serendib Hotels PLC Mr. A N Esufally * Sale of Goods/Services - 412,926
Mr. J P S Kurumbalapitiya Purchase of Goods/Services (245,667) -
Expenses Incurred on Behalf (110,322) (562,350)
of the Company by Others
Treasury loans granted 50,000,000 260,192,000
Recovery of treasury - (18,000,000)
loans granted
Loan Interest Income 37,869,171 35,386,917
Settlement of Dues from - (849,303)
Related Parties
Settlement of Dues to 161,461 569,097
Related Parties
Hotel Sigiriya PLC Mr. A N Esufally * Sale of Goods/Services 62,858 337,193
Mr. B S M De Silva Purchase of Goods/Services (182,815) -
Mr. A R Gamage Expenses Incurred on Behalf (3,902,479) (1,500,234)
of the Company by Others
Mr. J P S Kurumbalapitiya Expenses Incurred on - 218,311
Behalf of the Others by the
Company
Mr. K J Pathiraja Settlement of Dues from (72,556) (2,305,336)
Related Parties
Settlement of Dues to 2,351,935 872,668
Related Parties
20 Dolphin Hotels PLC Annual Report 2020/2021

Directors' Interest in Contracts with the Company (Contd.)


GOVERNANCE

Company Director/s Nature of Transaction Value 2020/21 Value 2019/20


Serendib Leisure Mr. A N Esufally * Settlement of Dues from (29,754) (1,339,261)
Management Ltd Related Parties
Mr. J P S Kurumbalapitiya Settlement of Dues to 37,803,043 45,027,852
Related Parties
Mr. K J Pathiraja Expenses Incurred on Behalf (35,469,698) (43,224,680)
of the Company by Others
Sale of Goods/Services - 205,983
Management and (18,768,651) (44,402,040)
Accounting Fees Expense
Settlement of management 19,463,408 49,679,624
and accounting fees
Gratuity Transfers 312,000 -
Frontier Capital Lanka Mr. A N Esufally * Sale of Goods/Services - 21,292
(Pvt) Ltd Mr. J P S Kurumbalapitiya Purchase of Goods/Services (26,840) -
Loan Interest Income - 251,947
Settlement of Dues from (315,529) (26,354)
Related Parties
Settlement of Dues to 6,417 -
Related Parties
Other - (6,417)
Jada Resort & Spa (Pvt) Ltd Mr. A N Esufally * Sale of Goods/Services - 12,691
Settlement of Dues from - (45,000)
Related Parties
Diethelm Travel Lanka Mr. A N Esufally * Sale of Goods/Services - 4,691,583
(Pvt) Ltd Purchase of Goods/Services - (96,274)
Settlement of Dues from (301,526) (4,472,491)
Related Parties
Settlement of Dues to 32,156 64,118
Related Parties
Hemas Travels (Pvt) Ltd Mr. A N Esufally * Settlement of Dues from - (42,750)
Related Parties
Settlement of Dues to - 112,170
Related Parties
P H Resorts (Pvt) Ltd Mr. A N Esufally * Purchase of Goods/Services - (65,714)
LOLC Life Assurance Mrs. K U Amarasinghe ** Purchase of Goods/Services (883,841) -
Limited Settlement of Dues to 883,841 -
Related Parties

* Resigned from the Board with effective from 11 February 2021


** Appointed to the Board with effective from 11 February 2021
Dolphin Hotels PLC Annual Report 2020/2021 21
Report of the Related Party Transactions
Review Committee
GOVERNANCE

The Related Party Transactions Review Committee of the • Defined principles that guide RPTs which require pre-
Parent Company, Serendib Hotels PLC functions as the approval of the Board and those transactions that do
Related Party Transactions Review Committee of not require prior Board approval and therefore, to be
the Company. reviewed retrospectively.
• Established a process to identify the recurrent RPTs from
Complying with the Listing Rules of the Colombo Stock the total RPTs.
Exchange, the Related Party Transactions Review Committee
• Set guidelines to be followed by the Senior Management
comprised the following members during the period
in dealing with Related Parties, including the
under review:
conformance with the Transfer Pricing regulations and
Mr. M A Jafferjee the Code.
Outgoing Committee Chairman (resigned w.e.f 25.03.2021)
• Introduced standardized documentation that should
Mr. A N Esufally be used by listed companies for presenting the RPT
Non-Executive Director (resigned w.e.f 11.02.2021) information to the Committee.
Mr. J P S Kurumbalapitiya
Non-Executive Director Further in accordance with the RPT Policy, the criteria
Dr. J M Swaminathan for identifying the Group’s Key Management Personnel
Independent Director (KMP) was established and all Executive & Non-Executive
(Committee Chairman-appointed w.e.f. 01.04.2021) Directors of Board were identified as the KMPs in order
W D K Jayawardena to establish greater transparency and governance. Also,
Non-Executive Director declarations were obtained from each Director and KMP of
(appointed to the committee w.e.f. 01.04.2021) the Company for the purpose of identifying parties related
to them and to provide annual disclosure.
D S K Amarasekera
Non-Executive Director
The Committee met once during the year ended 31 March
(appointed to the committee w.e.f. 01.04.2021)
2021. Due to the COVID-19 outbreak the Committee
Mrs. K U Amarasinghe meetings scheduled for the months of June, October 2020
Non-Executive Director & February 2021 were not held.
(appointed to the committee w.e.f. 01.04.2021)
The RPTRC Charter operational procedures, activities
The objectives of the Committee are to exercise oversight and the observations by the Committee have been
on behalf of the Board, that all Related Party Transactions communicated to the Board of Directors through verbal
of Serendib Hotels PLC and its listed subsidiaries other than briefings and by tabling the minutes of the Committee
those exempted by the Code of Best Practices on Related Meetings at subsequent Board Meetings.
Party Transactions issued by the Securities & Exchange
Commission of Sri Lanka are consistent with the Code and The details of the Related Party Transactions reviewed and
that the required disclosures are made in a timely manner as approved by the Committee are disclosed in Note 26 of the
required by the Code. Financial Statements for the year ended 31 March 2021
found on page 65 to 67 of the Annual Report.
The RPT Policy developed by the Committee and
recommended for adoption by the Board of Directors of
Serendib Hotels PLC and its listed subsidiaries, is consistent
with the operating model. The policy in detail is as follows:
• Defined and established threshold values for each listed Dr. J M Swaminathan
company as per the Code which require discussion in Committee Chairman
detail; RPTs which have to be pre-approved by the Board
and those that require immediate market disclosure,
those that require Shareholder approval and RPTs which
require disclosure in the Annual Report.
22 Dolphin Hotels PLC Annual Report 2020/2021

Report of the Audit Committee


GOVERNANCE

The Audit Committee of the Parent Company, Serendib ROLE OF THE COMMITTEE
Hotels PLC functions as the Audit Committee of The Audit Committee operates within the Terms of
the Company. Reference outlined in its Charter and assist the Board in
fulfilling their oversight responsibilities in the
COMPOSITION
following areas.
The members of the Audit Committee as at 31 March 2021
i) Ensuring the quality and integrity of the Company’s
were as follows:
Financial Statements and financial reporting process,
including the preparation, presentation and adequacy
M A Jafferjee
of disclosures in the Financial Statements in accordance
Outgoing Committee Chairman (resigned w.e.f. 25.03.2021)
with the Sri Lanka Accounting Standards.
A N Esufally
ii) Monitoring the system of internal accounting and
Non-Executive Director (resigned w.e.f. 11.02.2021)
financial controls of the Company.
Dr. J M Swaminathan
iii) Ensuring compliance with legal and statutory
Independent Director
requirements including financial reporting requirements,
(Committee Chairman - appointed w.e.f. 01.04.2021)
disclosure requirements of the Companies Act and
T M Wijesinghe other relevant financial reporting related regulations and
Independent Director requirements.
D S K Amarasekera iv) Overseeing the performance of Internal Audit functions
Non-Executive Director including the process to ensure that the internal controls
(Committee member - appointed w.e.f. 01.04.2021) and risk management of the Company are adequate.
v) Assessing the independence and performance of
The Audit Committee (“the Committee”) has been formally
the External Auditors of the Company and make
appointed by the Board of Directors of the parent Company
recommendations to the Board pertaining to the
in conformity with the Listing Rules of the Colombo Stock
appointment, re appointed or removal of External
Exchange. The Chairman of the Audit Committee is an
Auditors and their remuneration and approve terms of
Independent Non- Executive Director.
engagement.

Subsequent to a change in ownership Mr. Murtaza Ali


INTERNAL AUDIT
Jaffergee stepped down as the Audit Committee Chairman
w.e.f. 25 March 2021 and Dr. J M Swaminathan was The Internal Audit Function of the Company had been
appointed as the Committee Chairman instead. carried out by the Enterprise Risk Management Division of
the previous shareholders during the year. Internal audit
The Committee meets regularly to review the financial had independently reviewed the financial and internal
statements. During these discussions, the Committee control systems of the Company. It had carried out
satisfies itself that the Company’s systems enable independent audits in accordance with an internal Audit
information to be accurately recorded and reported in a Plan which is approved by the Audit Committee before the
manner that is timely and in compliance with all relevant commencement of the financial year.
regulatory and statutory requirements. The Chief Financial
Officer is invited to attend these meetings, together with The Enterprise Risk Management Division follows up on
the Chief Risk Officer and the General Manager of the implementation of recommendations and reports the
the Hotels. progress to the Audit Committee.

The activities and views of the Committee have been


communicated to the Board through verbal briefings and by
tabling the Minutes of the Committee Meetings.
Dolphin Hotels PLC Annual Report 2020/2021 23

GOVERNANCE

EXTERNAL AUDIT
The External Audit function of the Company is carried out
by Messrs Ernst & Young, Chartered Accountants. The
External Auditors’ Letter of Engagement including the scope
of the Audit is discussed with the External Auditors and the
Management prior to commencement of the Audit.

The Committee is satisfied that the independence of the


External Auditors has not been impaired by any event or
service that gives rise to a conflict of interest. Confirmation
has been obtained from the External Auditors of their
compliance with the independence guidelines given in the
Code of Ethics of the Institute of Chartered Accountants
of Sri Lanka.

The Auditors M/s Ernst & Young, Chartered Accountants


retire and offer themselves for re-appointment. The Board
recommends their reappointment for the year 2021/2022
at a fee to be decided upon by the board.

The Committee met once during the year. Due to the


COVID-19 outbreak the Audit Committee meeting
scheduled for the months of June, October 2020 &
February 2021 were not held. However, approving of the
Quarterly financials were done by circulation.

Dr. J M Swaminathan
Chairman - Audit Committee
Financial Table of Contents
Statement of Directors’ Responsibility in
Relation to Preparing Financial Statements 26
Independent Auditor's Report 27
Statement of Financial Position 31
Statement of Profit or Loss 32
Statement of Comprehensive Income 33
Statement of Changes in Equity 34
Statement of Cash Flows 35
Notes to the Financial Statements 36
26 Dolphin Hotels PLC Annual Report 2020/2021

Statement of Directors’ Responsibility in Relation to


Preparing Financial Statements
FINANCIAL REPORTS

The Statement of Directors’ responsibilities is to be read in The Directors have also taken reasonable steps to safeguard
conjunction with the Report of the Auditors and is made to the assets of the Company and to establish proper systems
distinguish the respective responsibilities of the Directors of internal control with a view to detect and prevent
and of the Auditors in relation to the Financial Statements. any irregularities.

The Companies Act No. 7 of 2007 requires that the The Directors are of the view that they have discharged
Directors to prepare and circulate among Shareholders, their responsibilities as set out in this Statement.
Financial Statements which give a true and fair view of the
state of affairs of the Company as at the Balance Sheet date COMPLIANCE REPORT
and the profit and loss of the Company for the The Directors confirm that to the best of their knowledge,
financial year. all statutory payments relating to employees and the
Government that was due in respect of the Company as at
The Directors are required to ensure that in preparing the the Balance Sheet date have been paid or where relevant
Financial Statements; provided for in the Financial Statements.
• Appropriate accounting policies are used, selected and
applied in a consistent manner, and material departures, By Order of the Board of
if any, have been disclosed and explained. DOLPHIN HOTELS PLC
• All applicable and relevant Accounting Standards have
been followed.
• Judgements and estimates have been made which are
reasonable and prudent. W D K Jayawardena
Chairman
The Directors confirm that the company maintains
accounting records, with reasonable accuracy. The financial 30 August 2021
position of the Company and that the Financial Statements
have been prepared in accordance with the Companies Act
No. 7 of 2007, Sri Lanka Accounting Standards and have
provided the information required by or otherwise complied
with the Rules of the Colombo Stock Exchange.

The Directors having reviewed the Company’s future


financial projections cash flows and current performance,
are satisfied that the Company has adequate resources
to continue its operations in the foreseeable future. The
Directors have thus adopted a ‘Going concern basis’ in
preparing the Financial Statements.
Dolphin Hotels PLC Annual Report 2020/2021 27

Independent Auditor's Report

TO THE SHAREHOLDERS OF DOLPHIN HOTELS PLC

Report on the audit of financial statements

Opinion
We have audited the financial statements of Dolphin Hotels PLC (“the Company”), which comprise the statement of financial
position as at 31 March 2021, statement of profit or loss, statement of comprehensive income, statement of changes in
equity, statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as
at 31 March 2021 and of its financial performance and its cash flows for the year then ended in accordance with Sri Lanka
Accounting Standards.

Basis for opinion


We conducted our audit in accordance with Sri Lanka Auditing Standards (SLAuSs). Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by CA Sri Lanka (Code of Ethics) and we
have fulfilled our other ethical responsibilities in accordance with the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters


Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial
statements of the current period. These matters were addressed in the context of the audit of the financial statements as a
whole, and in forming the auditor’s opinion thereon, and we do not provide a separate opinion on these matters. For each
matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements
section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures
designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our
audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion
on the accompanying financial statements.
28 Dolphin Hotels PLC Annual Report 2020/2021

Independent Auditor's Report (Contd.)

Key audit matter How our audit addressed the key audit matter
Impairment testing of significant Non-Current Assets Our audit procedures included the following;
As at 31st March the Company reported Property, Plant & • We read the reports of the external valuer and
Equipment which included Land and Buildings amounting to understood the key estimates made and the
Rs. 1,816 Mn accounted for 56% of the Total Assets of approach taken by the valuers in determining the
the Company. valuation of land & buildings;
• We engaged our internal resources to assist us in
The continuing impacts of COVID-19 on the Company’s results,
have been considered a trigger for impairment testing of Non- » assessing the appropriateness of the valuation
Current Assets. The Company tested significant Non-Current techniques used and the reasonableness of the
Assets for impairment based on the recoverable amount significant judgements and assumptions such as
determined using fair value less cost to sell. per perch price and value per square foot used
by the valuer
Impairment testing of significant non-current assets was a key » we discussed with the external valuer and those
audit matter due to: charged with governance, the external valuer’s
• the degree of assumptions, judgements and estimation judgments, assumptions and estimates used by
uncertainties associated with fair valuation of Land and the external valuer and compared the same with
Buildings including the impacts of COVID-19. The fair valuation relevant published data; and
this year contains higher estimation uncertainties as there were • We have also assessed the adequacy of the
fewer market transactions which are ordinarily a strong source disclosures made in Note 3.7 and 11 to the
of evidence regarding fair value financial statements
• Key areas of significant judgments, estimates and assumptions
included the following:
» estimate of per perch value of the land and per square foot
» value of buildings

Other Information included in the 2020/2021 Annual Report


Other information consists of the information included in the Annual Report, other than the financial statements and our
auditor’s report thereon. The Management is responsible for the other information.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in
this regard.
Dolphin Hotels PLC Annual Report 2020/2021 29

Independent Auditor's Report (Contd.)

Responsibilities of the management and those charged with governance for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with
Sri Lanka Accounting Standards, and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements


Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SLAuSs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.

As part of an audit in accordance with SLAuSs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
30 Dolphin Hotels PLC Annual Report 2020/2021

Independent Auditor's Report (Contd.)

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements


As required by section 163 (2) of the Companies Act No. 07 of 2007, we have obtained all the information and explanations
that were required for the audit and, as far as appears from our examination, proper accounting records have been kept by
the Company.

CA Sri Lanka membership number of the engagement partner responsible for signing this independent auditor’s
report is 1697.

28 May 2021
Colombo
Dolphin Hotels PLC Annual Report 2020/2021 31

Statement of Financial Position


FINANCIAL REPORTS

As at 31 March Note 2021 2020


Rs. Rs.

ASSETS
Non-Current Assets
Property, Plant and Equipment 11 1,938,505,289 1,973,074,181
Intangible Assets 12 4,035,808 10,068,929
Other Financial Assets 13 944,878,412 810,957,224
Total Non-Current Assets 2,887,419,509 2,794,100,334

Current Assets
Inventories 14 18,638,654 20,649,157
Trade and Other Receivables 15 92,916,719 146,491,748
Cash and Cash Equivalents 16 224,097,571 162,538,833
Total Current Assets 335,652,944 329,679,738
Total Assets 3,223,072,453 3,123,780,072

EQUITY AND LIABILITIES


Equity
Stated Capital 17 316,214,770 316,214,770
Other Components of Equity 18 635,262,113 594,970,045
Retained Earnings 1,152,475,329 1,181,964,720
Total Equity 2,103,952,212 2,093,149,535

Non-Current Liabilities
Interest Bearing Loans and Borrowings 19 646,088,849 562,947,849
Deferred Tax Liability 9 192,206,542 196,012,166
Retirement Benefit Obligation 20 31,617,649 30,987,615
Total Non-Current Liabilities 869,913,040 789,947,630

Current Liabilities
Trade and Other Payables 21 150,640,437 149,377,772
Dividends Payable 22 3,754,046 3,754,046
Income Tax Payables 8,719,145 6,539,106
Interest Bearing Loans and Borrowings 19 73,334,191 47,679,991
Bank Overdraft 16 12,759,382 33,331,992
Total Current Liabilities 249,207,201 240,682,907
Total Equity and Liabilities 3,223,072,453 3,123,780,072

These financial statements are in compliance with the requirements of the Companies Act No. 07 of 2007.

S S Kotakadeniya
Chief Financial Officer - LOLC Group

The Board of Directors is responsible for these financial statements.


Signed for and on behalf of the Board by.


W D K Jayawardena J P S Kurumbalapitiya
Director Director

The accounting policies and notes on page 36 through 71 form an Integral Part of the financial statements.

28 May 2021
Colombo
32 Dolphin Hotels PLC Annual Report 2020/2021

Statement of Profit or Loss


FINANCIAL REPORTS

Year ended 31 March Note 2021 2020


Rs. Rs.

Revenue 5 349,728,671 728,502,170


Cost of Sales (82,351,280) (220,195,669)
Gross Profit 267,377,391 508,306,501

Other Operating Income and Gains 6 23,220,132 28,419,861


Sales and Marketing Expenses (2,240,006) (14,420,811)
Administrative Expenses (350,253,301) (475,578,547)
Operating Profit/(Loss) (61,895,784) 46,727,004

Finance Cost 7 (16,936,941) (25,544,119)


Finance Income 7 42,750,989 41,333,634
Profit/(Loss) Before Tax (36,081,736) 62,516,519

Income Tax Expense 9 2,856,622 (18,031,041)


Profit/(Loss) for the Year (33,225,114) 44,485,478

Earning/(Loss) Per Share - Basic 10 (1.05) 1.41

The accounting policies and notes on page 36 through 71 form an Integral Part of the financial statements.
Dolphin Hotels PLC Annual Report 2020/2021 33

Statement of Comprehensive Income


FINANCIAL REPORTS

Year ended 31 March Note 2021 2020


Rs. Rs.

Profit for the Year (33,225,114) 44,485,478

Other Comprehensive Income


Other Comprehensive Income to be Reclassified to Profit or
Loss in Subsequent Periods
Net Movement on Cash Flow Hedge 18 - (2,108,240)
Net Other Comprehensive Loss to be
Reclassified to Profit or Loss in Subsequent Periods - (2,108,240)

Other Comprehensive Income not to be Reclassified to Profit or


Loss in Subsequent Periods
Fair Value Loss on Fair Value Through OCI Investments 13 (746,812) (247,122)
Revaluation of Land and Buildings 11 47,719,628 -
Deferred Taxation Attributable to Revaluation of Land and Buildings 9 (6,680,748) -
Defined Benefit Obligation Actuarial Gain/(Loss) 20 4,343,864 (3,065,975)
Deferred Taxation Attributable to Actuarial (Gain)/Loss 9 (608,141) 429,236
Net Other Comprehensive Income/(Loss)
not to be Reclassified to Profit or Loss 44,027,791 (2,883,861)

Other Comprehensive Income/(Loss) for the Year, Net of Tax 44,027,791 (4,992,101)
Total Comprehensive Income for the Year, Net of Tax 10,802,677 39,493,377

The accounting policies and notes on page 36 through 71 form an Integral Part of the financial statements.
Attributable to Equity Holders of the Parent
34

Other Component of Equity Revaluation Fair Value Retained Total


Note Stated Cash Flow Reserve Reserve Earnings
Capital Hedge Reserve
Rs. Rs. Rs. Rs. Rs. Rs.
FINANCIAL REPORTS

Balance as at 31 March 2019 316,214,770 2,108,240 596,486,629 (1,269,462) 1,140,115,981 2,053,656,158

Net Profit for the Year 44,485,478 44,485,478

Other Comprehensive Income


Net Movement of Cash Flow Hedge 18 (2,108,240) (2,108,240)
Fair Value Loss on Fair Vale Through OCI Investments 18 (247,122) (247,122)
Actuarial Loss on Defined Benefit Obligation 20 (3,065,975) (3,065,975)
Deferred Taxation Attributable to Actuarial Loss 9 429,236 429,236

Total Comprehensive Income - (2,108,240) - (247,122) 41,848,739 39,493,377


Balance as at 31 March 2020 316,214,770 - 596,486,629 (1,516,584) 1,181,964,720 2,093,149,535

Balance as at 1 April 2020 316,214,770 - 596,486,629 (1,516,584) 1,181,964,720 2,093,149,535


Statement of Changes in Equity

Net Profit for the Year (33,225,114) (33,225,114)

Other Comprehensive Income


Revaluation of Land & building 11 47,719,628 47,719,628
Deferred Taxation Attributable to Revaluation of
Land and Buildings 9 (6,680,748) (6,680,748)
Fair Value Loss on Fair Vale Through OCI Investments 18 (746,812) (746,812)
Actuarial Gain on Defined Benefit Obligation 20 4,343,864 4,343,864
Deferred Taxation Attributable to Actuarial Gain 9 (608,141) (608,141)

Total comprehensive Income - - 41,038,880 (746,812) (29,489,391) 10,802,677


Balance as at 31 March 2021 316,214,770 - 637,525,509 (2,263,396) 1,152,475,329 2,103,952,212

The accounting policies and notes on page 36 through 71 form an integral part of the financial statements.
Dolphin Hotels PLC Annual Report 2020/2021
Dolphin Hotels PLC Annual Report 2020/2021 35

Statement of Cash Flows


FINANCIAL REPORTS

Year ended 31 March Note 2021 2020


Rs. Rs.

Operating Activities
Net Profit/(loss) Before Income Tax (36,081,736) 62,516,519

Adjustments for
Depreciation 11 87,218,502 87,133,280
Amortisation 12 4,257,391 5,542,801
Finance Income 7 (42,750,989) (41,333,634)
Foreign Currency (Gain)/Losses 4,713,241 (19,683,697)
Finance Costs 7 16,936,941 25,544,119
Employee Benefit Provision 20 5,653,029 5,554,958
Impairment Provision/(Reversal) of Debtors 15 (9,435,748) 2,971,864
Loss on Disposal of Intangible Assets 5,748,631 -
36,259,262 128,246,210
Working Capital Adjustments:
(Increase)/Decrease in Inventories 2,010,503 (2,296,461)
Decrease/(Increase) in Trade and Other Receivables 96,361,460 56,301,345
Increase/(Decrease) in Trade and Other Payables (18,553,463) (46,637,068)
Cash Generated from Operations 116,077,762 135,614,026

Finance Costs Paid (680,766) (1,038,332)


Employee Retirement Benefit Paid 20 (991,131) (5,889,205)
Income Tax Paid (6,054,284) (18,760,845)
Net Cash Flows from Operating Activities 108,351,581 109,925,644

Investing Activities
Purchase of Property, Plant and Equipment 11 (4,929,983) (11,724,652)
Purchase of Intangible Assets (1,168,500) -
Loans Given to Related Parties 13 (50,000,000) (233,738,246)
Loans Settled by Related Parties 13 - 18,000,000
Finance Income 4,878,250 2,220,176
Net Cash Flows Used in Investing Activities (51,220,233) (225,242,722)

Financing Activities
Dividends Paid - (1,800)
Loans Obtained During the Period 19 25,000,000 -
Repayment of Interest Bearing Loans and Borrowings 19 - (5,383,320)
Net Cash Flows from/(used in) Financing Activities 25,000,000 (5,385,120)

Net Increase/(Decrease) in Cash and Cash Equivalents 82,131,348 (120,702,198)


Cash and Cash Equivalents at the Beginning of the Year 129,206,841 249,909,039
Cash and Cash Equivalents at the End of the Year 16 211,338,189 129,206,841

The accounting policies and notes on page 36 through 71 form an Integral Part of the financial statements.
36 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements


FINANCIAL REPORTS

1. CORPORATE INFORMATION 2.2 Going Concern


1.1 General The Directors have made an assessment of the Company’s
Dolphin Hotels PLC (“Company”) is a Public limited ability to continue as a going concern and is satisfied
liability Company listed on the Colombo Stock Exchange that it has the resources to continue in business for the
incorporated and domiciled in Sri Lanka. The registered foreseeable future. Therefore, the financial statements
office is located at No. 75, Braybrooke Place, Colombo 2. continue to be prepared on going concern basis.

1.2 Principal Activities and Nature of Operations Due to the significant uncertainty arising from the
The principal activity of the Company is operation of a hotel COVID-19 pandemic management has performed a detailed
in Waikkal, Sri Lanka. going concern review of company’s liquidity positions
to ensure that there is enough headroom to withstand
1.3 Parent Entity and Ultimate Parent Entity negative cash flow impacts, performance of the company
The Company’s ultimate parent undertaking and controlling and the related impact to the company considering the
party was Hemas Holdings PLC which is incorporated in Sri evolving situations as outlined below.
Lanka up to 15 December 2020.
COVID-19 outbreak has caused an unprecedented crisis to
On 15 December 2020, Serendib Hotels PLC which is the the global tourism industry. Following the declaration of the
immediate parent of Dolphin Hotels PLC has acquired by virus being a pandemic by the World Health Organization
Eden Hotel Lanka PLC. Thus, subsequent to 15 December (WHO), world tourism has virtually come to a halt as travel
2020, Company’s first intermediate, second intermediate restrictions have been imposed by almost all countries
and ultimate parent undertaking and controlling parties are across the globe. As a result, Sri Lanka too closed its borders
Eden Hotel Lanka PLC, Browns Investments PLC and LOLC from 18 March 2020 onwards to prevent the spread of
Holdings PLC respectively, which are incorporated in Sri the virus, resulting in zero tourist arrivals into the island
Lanka. However, Serendib Hotels PLC continues to be the till December 2020. Ending a nine-month-long travel ban
immediate parent of the Company despite of the imposed due to the pandemic situation, 393 tourists from
said acquisition. Ukrain arrived to the island in a series of charters under
a pilot project starting from 28 December under strict
Though the acquisition of Serendib Hotels PLC by Eden regulatory controls imposed by the Sri Lankan Health and
Hotel Lanka PLC has effected in 15 December 2020, 31 Tourism authorities.
December 2020 was considered as the effective date of the
acquisition for the reporting purpose. Even though travel restrictions were relaxed and there
were signs of domestic travel increasing, the sudden surge
1.4 Date of Authorisation for Issue of Covod-19 infected cases in the country, once again
The Financial Statements of Dolphin Hotels PLC for the curtailed free travel. This had an impact on domestic
year ended 31 March 2021 were authorised for issue, in tourism.
accordance with a resolution of the Board of Directors on
28 May 2021. After the lifting of the national lockdown and increase
in repatriation flights to Sri Lanka, Dolphin Hotels PLC
1.5 Responsibility for Financial Statements was converted to paid quarantine center for Sri Lankans
The responsibility of the Directors in relation to the Financial returning from overseas undergoing government regulated
Statements is set out in the Statement of Directors’ mandatory quarantine.
Responsibility Report in the Annual Report.
To date the overall impact of the pandemic on the company
2. BASIS OF PREPARATION revenues and profitability was negative, both in the last few
2.1 Statement of Compliance weeks of FY 2019/20 and continuing on to FY 2020/21.
Cost cutting and cash conservation measures to protect
The financial statements of the Company have been
the business have already been initiated. We have deferred
prepared in accordance with Sri Lanka Accounting
capital expenditure and discretionary spending and
Standards, (SLFRS/ LKAS) as issued by the Institute of
instituted salary cuts at the senior levels in the Company.
Chartered Accountants of Sri Lanka (CA Sri Lanka) and in
The Company is working through a detailed plan on cash
compliance with the Companies Act No. 07 of 2007.
conservation and cost containment. Moreover, Company
Dolphin Hotels PLC Annual Report 2020/2021 37

FINANCIAL REPORTS

has also looked at the potential sources of funding that 3. SUMMERY OF SIGNIFICANT ACCOUNTING
can be used if required. Management is also working on a POLICIES
sound business continuity plan designed for the Company. The accounting policies set out below have been applied
The existing and anticipated impact of the pandemic on the consistently for all periods presented in the Financial
Company have been adequately evaluated and addressed Statements by the Company except fair valuation policy on
through wide range of factors under multiple stress right of use assets which was adapted with effective from
tested scenarios. With such strong measures taken by the 01 January 2021.
management to curtail the impact from the pandemic to the
Company and considering the available resources with the Accordingly, the Company has adopted fair valuation policy
Company, the Directors have concluded that the use of the on right of use assets recognized under SLFRS 16. However,
going concern assumption is appropriate and the Company the adoption did not result in any changes to the financial
has adequate resources to continue its operations for the statements of the Company as there are no any active
foreseeable future. leases as of 01 January 2021 and 31 March 2021.

Following challenging current operational and economic The Company has not early adopted any standards,
conditions due to the ongoing COVID-19 pandemic, the interpretations or amendments that have been issued but
Company has reassessed the expected future business are not yet effective.
performance relating to cash generating units where the
management has concluded that the recoverable value of 3.1 Foreign Currency
CGU exceeds it’s carrying value. Transactions in foreign currencies are initially recorded by
the Company at the functional currency rates prevailing on
2.3 Basis of Measurement the date of the transaction.
The Financial Statements of the Company have been
prepared on an accrual basis and under the historical cost Monetary assets and liabilities denominated in foreign
convention other than lands, buildings, right of use assets, currencies are retranslated at the functional currency spot
fair value through other OCI investments and fair value rate of exchange ruling at the reporting date.
through P&L investments carried at valuation.
Differences arising on settlement or transaction of
2.4 Functional and Presentation Currency monitory items are recognised in Profit or Loss with the
The Financial Statements are presented in Sri Lankan exception of all monetary items that forms part of a net
Rupees, which is also the parent company's functional and investment in a foreign operation. These are recognised in
presentation currency. other comprehensive income until the disposal of the net
investment, at which time they are reclassified to profit
2.5 Materiality and Aggregation or loss. Tax charges and credits attributable to exchange
Each material class of similar items is presented separately differences on those monetary items are also recorded in
in the Financial Statements. Items of dissimilar nature other comprehensive income.
or function are presented separately unless they are
immaterial. Non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange
2.6 Comparative Information rates as at the dates of the initial transactions. Non-
The presentations and classification of Financial Statements monetary items measured at fair value in a foreign currency
of the previous years have been amended for better are translated using the exchange rates at the date when
presentation and to be comparable with those of the the fair value is determined.
current year.
The gain or loss arising on translation of non-monetary
items measured fair value is treated in line with the
recognition of gain or loss on change in fair value in the
item (translation differences on items whose gain or loss is
recognised in other comprehensive income or profit or loss
is also recognised in other comprehensive income or profit
or loss respectively).
38 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

3.2 Current versus non-current classification The principal or the most advantageous market must be
The Company presents assets and liabilities in the Statement of accessible by the Company. The fair value of an asset or
Financial Position based on current/non-current classification. a liability is measured using the assumptions that market
participants would use when pricing the asset or liability,
An asset is current when it is: assuming that market participants act in their economic
best interest.
• Expected to be realised or intended to sold or consumed
in the normal operating cycle
A fair value measurement of a non-financial asset considers
• Held primarily for the purpose of trading a market participant’s ability to generate economic benefits
• Expected to be realised within twelve months after the by using the asset in its highest and best use or by selling it
reporting period or to another market participant that would use the asset in its
• Cash or cash equivalent unless restricted from being highest and best use.
exchanged or used to settle a liability for at least twelve
months after the reporting period The Company uses valuation techniques that are
appropriate in the circumstances and for which sufficient
All other assets are classified as non-current. data are available to measure fair value, maximising the use
of relevant observable inputs and minimising the use of
A liability is current when: unobservable inputs. All assets and liabilities for which fair
value is measured or disclosed in the Financial Statements
• It is expected to be settled in the normal operating cycle
are categorised within the fair value hierarchy, described as
• It is held primarily for the purpose of trading follows, based on the lowest level input that is significant to
• It is due to be settled within twelve months after the the fair value measurement as a whole:
reporting period or
• It does not have the right at the reporting date to defer the Level 1 - Quoted (unadjusted) market prices in active
settlement of the liability by the transfer of cash or other markets for identical assets or liabilities
assets for at least 12 months after the reporting period
Level 2 - Valuation techniques for which the lowest level
The Company classifies all other liabilities as non-current. input that is significant to the fair value measurement is
directly or indirectly observable
Deferred tax assets and liabilities are classified as
noncurrent assets and liabilities. Level 3 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
3.3 Fair Value Measurement unobservable.
The Company measures financial instruments such as Fir
Value Through OCI Financial Assets, Fir Value Through P&L For assets and liabilities that are recognised in the Financial
Financial Assets, Financial Derivatives and Non-Financial Statements on a recurring basis, the Company determines
Assets such as certain classes of Property, Plant and whether transfers have occurred between levels in the
Equipment and Right of Use Assets, at fair value at each hierarchy by reassessing categorization at the end of each
reporting date. Fair value related disclosures for financial reporting period. External valuers are involved for valuation
instruments and non-financial assets that are measured at of significant assets, such as properties and significant
fair value or where fair values are disclosed are summarised liabilities, such as defined benefit obligations.
under the respective notes.
Involvement of external valuers is decided upon annually
Fair value is the price that would be received to sell an after discussion with and approval by the Company’s Board
asset or paid to transfer a liability in an orderly transaction Audit Committee wherever necessary. Selection criteria
between market participants at the measurement date. The include market knowledge, reputation, independence and
fair value measurement is based on the presumption that whether professional standards are maintained. The Board
the transaction to sell the asset or transfer the liability takes Audit Committee whenever necessary after discussions
place either: with the Company’s external valuers decide which valuation
techniques and inputs to use for each case.
• In the principal market for the asset or liability Or
• In the absence of a principal market, in the most
advantageous market for the asset or liability
Dolphin Hotels PLC Annual Report 2020/2021 39

FINANCIAL REPORTS

At each reporting date the Management analyses the a) Principal versus agent considerations
movements in the values of assets and liabilities which In determining whether the Company is the principal or
are required to be remeasured or reassessed as per the the agent pertaining to the certain revenue contracts the
Company’s accounting policies. For this analysis, the Company has evaluated who has control over the goods and
Management verifies the major inputs applied in the latest service before transferring it to the customer;
valuation by agreeing on the information in the valuation
computation to contracts and other relevant documents. The following factors were also considered;
The Management in conjunction with the Company’s • The primarily responsibility for fulfilling the promise to
external valuers, also compares the change in the fair value provide the specified goods or the service.
of each asset and liability with relevant external sources to
• Inventory risk before or after the specified goods has
determine whether the change is reasonable. This includes a
been transferred to the customer.
discussion of the major assumptions used in the valuations.
• The discretion in establishing the price for the
A previously recognised impairment loss is reversed only specified equipment.
if there has been a change in the assumptions used to
determine the asset’s recoverable amount since the last Based on the above factors if the Company concludes that
impairment loss was recognised. The reversal is limited so it has control over the goods & services before transferring
that the carrying amount of the asset does not exceed its it to the customer, Company act as the principal in which
recoverable amount, nor exceed the carrying amount that case revenue will be recognised at gross and if the Company
would have been determined, net of depreciation, had no does not have control over the goods before transferring it
impairment loss been recognised for the asset in prior years. to the customer, it will recognise revenue on the contract on
Such reversal is recognised in the Statement of Profit or Loss a net basis as an agent.
unless the asset is carried at a revalued amount, in which
case the reversal is treated as a revaluation increase. b) Evaluation of Point of Transfer of Control of Goods or
Services to the Customer
For the purpose of fair value disclosures, the Company has
determined classes of assets and liabilities based on the The following factors were considered in determining the
nature, characteristics and risks of the asset or liability and point of transfer of control to the customer.
the level of the fair value hierarchy as explained above. • The entity has a present right to payment for the
asset
3.4 Significant Accounting Judgments, Estimates and
Assumptions • The customer has legal title to the asset
The preparation of Financial Statements requires • The entity has transferred physical possession of
management to make judgments, estimates and assumptions the asset
that affect the reported amounts of revenues, expenses, • The customer has the significant risks and rewards of
assets and liabilities, and the disclosure of contingent ownership of the asset
liabilities, at the end of the reporting period. However, • The customer has accepted the asset
uncertainty about these assumptions and estimates could
Whilst the above indicators assist in the determination of
result in outcomes that require a material adjustment to the
transfer of control, non of the indicators above are meant to
carrying amount of the asset or liability affected in future
individually determine whether control has been transferred.
periods.
Further not all of them must be present. Hence the above
3.4.1 Judgements evaluation requires significant judgement.

In the process of applying the Company’s accounting 3.4.1.2 Deferred Tax Assets
policies, management has made the following judgments,
Deferred tax assets are recognised for all unused tax losses
which have the most significant effect on the amounts
to the extent that it is probable that taxable profit will be
recognised in the financial statements:
available against which the losses can be utilised. Significant
3.4.1.1 Revenue management judgment is required to determine the amount
of deferred tax assets that can be recognised, based upon
The Company applied the following judgements that
the likely timing and level of future taxable profits together
significantly affect the determination of the amount and
with future tax planning strategies.
timing of revenue from contracts with customers:
40 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

3.4.2 Estimates and Assumptions Impairment losses of continuing operations, including


The key assumptions concerning the future and other key impairment on inventories, are recognised in the Statement
sources of estimation uncertainty at the reporting date, that of Profit or Loss in those expense categories consistent with
have a significant risk of causing a material adjustment to the function of the impaired asset, except for a property
the carrying amounts of assets and liabilities within the next previously revalued where the revaluation was taken to
financial year, are described below. The Company based its other comprehensive income. In this case, the impairment
assumptions and estimates on parameters available when the is also recognised in other comprehensive income up to the
financial statements were prepared. Existing circumstances amount of any previous revaluation.
and assumptions about future developments, however, may
change due to market changes or circumstances arising An assessment is made at each reporting date as to
beyond the control of the Company. Such changes are whether there is any indication that previously recognised
reflected in the assumptions when they occur. impairment losses may no longer exist or may have
decreased. If such indication exists, the Company estimates
3.4.2.1 Revaluation of Property, Plant and Equipment the asset’s or cash-generating unit’s recoverable amount.
and Right of Use Assets A previously recognised impairment loss is reversed only
The Company carries its lands, buildings and right of use if there has been a change in the assumptions used to
assets at revalued amounts with changes in fair value being determine the asset’s recoverable amount since the last
recognised in OCI. The Company engages an independent impairment loss was recognised. The reversal is limited so
valuation specialist to assess fair value for the said assets. that the carrying amount of the asset does not exceed its
Lands, buildings and right of use assets values by reference recoverable amount, nor exceed the carrying amount that
to market-based evidence, using comparable prices adjusted would have been determined, net of depreciation, had no
for specific market factors such as nature, location and impairment loss been recognised for the asset in prior years.
condition of the property. The valuation methodology Such reversal is recognised in the Statement of Profit or Loss
adopted and the key assumptions to determine the fair unless the asset is carried at a revalued amount, in which
value of the properties and sensitivity analyses are provided case the reversal is treated as a revaluation increase.
in relevant notes as required.
3.4.2.3 Defined Benefit Plans
3.4.2.2 Impairment of Non - Financial Assets The cost of defined benefit plans-gratuity is determined
The Company assesses at each reporting date whether using actuarial valuations. The actuarial valuation involves
there is an indication that an asset may be impaired. If any making assumptions about discount rates, futures salary
indication exists, or when annual impairment testing for increases and retirement age. Due to the long term nature
an asset is required, the Company estimates the asset’s of these plans, such estimates are subject to significant
recoverable amount. An asset’s recoverable amount is the uncertainty. All assumptions are reviewed at each reporting
higher of an asset’s or cash-generating unit’s (CGU) fair date.
value less costs to sell and its value in use and is determined
for an individual asset, unless the asset does not generate 3.5 Revenue from contracts with customers
cash inflows that are largely independent of those from 3.5.1 Recognition of Revenue
other assets or groups of assets. Where the carrying amount Revenue from contracts with customers is recognised when
of an asset or CGU exceeds its recoverable amount, the control of the goods or services are transferred to the
asset is considered impaired and is written down to its customer at an amount that reflects the consideration to
recoverable amount. In assessing value in use, the estimated which the Company expects to be entitled in exchange for
future cash flows are discounted to their present value those goods or services.
using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks SLFRS 15 requires entities to exercise judgement, taking
specific to the asset. In determining fair value less costs to into consideration all of the relevant facts and circumstances
sell, recent market transactions are considered, if available. when applying each step of the model to contracts with
If no such transactions can be identified, an appropriate their customers. The standard also specifies the accounting
valuation model is used. These calculations are corroborated for the incremental costs of obtaining a contract and the
by valuation multiples, quoted share prices for publicly costs directly related to fulfilling a contract.
traded subsidiaries or other available fair value indicators.
Dolphin Hotels PLC Annual Report 2020/2021 41

FINANCIAL REPORTS

In determining the transaction price for the revenue relating to items recognised directly in equity is recognised in
contracts, the Company considers the effects of variable equity and not in the statement of profit or loss.
consideration, the existence of significant financing
components, non-cash consideration, and consideration to The provision for income tax is based on the elements
the customer (if any). of income and expenditure as reported in the financial
statements and computed in accordance with the provisions
Room revenue is recognised based on the rooms occupied of the Inland Revenue Act No. 24 of 2017.
on a daily basis, and food and beverage are accounted for at
the time of sale. Management has used its judgment on the application of
tax laws including transfer pricing regulations involving
In connection with contracts with travel agents, tour identification of associated undertakings, estimation of the
operators, on-line travel agents, corporate customers and respective arm’s length prices and selection of appropriate
free-individual-travellers, the Company identified certain pricing mechanism.
principal versus agent considerations. In recognising revenue
from these transactions, the Company considered whether b) Deferred Taxation
the nature of its promise is a performance obligation to Deferred income tax is provided, using the liability method,
provide the hotel services itself (acting as a principal) or to on all temporary differences at the reporting date between
arrange for the other party to provide those such services the tax bases of assets and liabilities and their carrying
(acting as an agent). amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable
3.5.1.1 Goods Transferred at a Point in Time temporary differences except;
Under SLFRS 15, revenue is recognised upon satisfaction of
performance obligation. The revenue recognition occurs at a Where the deferred income tax liability arises from the initial
point in time when control of the asset is transferred to the recognition of an asset or liability in a transaction that is not
customer, generally on delivery of the goods and services. a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or
3.5.1.2 Services Transferred Over Time loss; and
Under SLFRS 15, the Company determines at contract
inception whether it satisfies the performance obligation Deferred income tax assets are recognised for all deductible
over time or at a point in time. For each performance temporary differences, carry-forward of unused tax credits
obligation satisfied overtime, the Company recognises and unused tax losses, to the extent that it is probable that
the revenue over time by measuring the progress towards taxable profit will be available against which the deductible
complete satisfaction of that performance obligation. temporary differences, and the carry-forward of unused tax
credits and unused tax losses can be utilised except:
3.5.2 Contract Liabilities
Contract liabilities are Company’s obligation to transfer Where the deferred income tax asset relating to the
goods or services to a customer for which the Company deductible temporary difference arises from the initial
has received consideration from the customer. Contract recognition of an asset or liability in a transaction that is not
liabilities includes advances received for reservations. a business combination and, at the time of the transaction,
Contract liabilities of the Company have been disclosed in affects neither the accounting profit nor taxable profit or loss.
other current liabilities note.
The carrying amount of deferred income tax assets is
3.6 Taxation reviewed at each reporting date and reduced to the extent
a) Current Income Taxes that it is no longer probable that sufficient taxable profit
Current income tax assets and liabilities for the current and will be available to allow all or part of the deferred income
prior periods are measured at the amount expected to be tax asset to be utilised. Unrecognised deferred tax assets
recovered from or paid to the Commissioner General of Inland are reassessed at each reporting date and are recognised to
Revenue. The tax rates and tax laws used to compute the the extent that it has become probable that future taxable
amount are those that are enacted or substantively enacted profits will allow the deferred tax assets to be recovered.
by the reporting date in the country where the Company
operates and generates taxable income. Current income tax
42 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

Deferred income tax assets and liabilities are measured at offsets an existing surplus on the same asset recognised in
the tax rates that are expected to apply to the year when the asset revaluation reserve.
the asset is realised or the liability is settled, based on tax
rates (and tax laws) that have been enacted or substantively Accumulated depreciation as at the revaluation date is
enacted as at the reporting date. eliminated against the gross carrying amount of the asset and
the net amount is restated to the revalued amount of the
Deferred tax relating to items recognised outside profit or asset. Upon disposal, any revaluation reserve relating to the
loss is recognised outside profit or loss. Deferred tax items particular asset being sold is transferred to retained earnings.
are recognised in correlation to the underlying transaction
either in other comprehensive income or directly in equity. Depreciation is calculated on a straight line basis over the
estimated useful lives of the assets as follows:
Deferred tax assets and deferred tax liabilities are offset,
2021 2020
if a legally enforceable right exists to set off current tax
assets against current tax liabilities and when the deferred Buildings on Over maximum Over maximum
taxes relate to the same taxable entity and the same Freehold Land period of 60 years period of 60 years
taxation authority.
Furniture, Fittings
3.7 Property, Plant and Equipment and Equipment 5 -10 Years 5 -10 Years

Plant and Machinery, Furniture, Fittings and Equipment, Motor Vehicles 5 -10 Years 5 -10 Years
Motor Vehicles and Cutlery, Crockery, Glassware and
Plant and
Silverware are stated at cost, net of accumulated
Machinery 5 -10 Years 5 -10 Years
depreciation and/or accumulated impairment losses, if
any. Such cost includes the cost of replacing component Over maximum Over maximum
parts of the property, plant and equipment and borrowing Swimming Pool period of 60 years period of 60 years
costs for long-term construction projects if the recognition
Cutlery, Crockery,
criteria are met. When significant parts of property, plant
Glassware and
and equipment are required to be replaced at intervals,
Silverware 2-3 Years 2-3 Years
the Company de-recognises the replaced part, and
recognises the new part with its own associated useful
life and depreciation. Likewise, when a major inspection is An item of property, plant and equipment and any
performed, its cost is recognised in the carrying amount of significant part initially recognised is de-recognized upon
the plant and equipment as a replacement if the recognition disposal or when no future economic benefits are expected
criteria are satisfied. All other repair and maintenance costs from its use or disposal. Any gain or loss arising on de-
are recognised in the Statement of Profit or Loss as incurred. recognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount
Land and its improvements, buildings and swimming pool of the asset) is included in the Statement of Profit or Loss
are measured at fair value less accumulated depreciation when the asset is de-recognised.
and impairment losses recognised after the date of
revaluation. Valuations are performed with sufficient Capital Work In Progress is recognized at cost and
frequency to ensure that the carrying amount of a revalued subsequently it is carried at cost less accumulated
asset does not differ materially from its fair value. impairment.

Where Land and Buildings are subsequently revalued, the Borrowing Costs
entire class of such assets is revalued. Any revaluation Borrowing costs directly attributable to the acquisition,
surplus is recognised in other comprehensive income and construction or production of an asset that necessarily
accumulated in equity in the asset revaluation reserve, takes a substantial period of time to get ready for its
except to the extent that it reverses a revaluation decrease intended use or sale are capitalised as part of the cost
of the same asset previously recognised in the statement of of the respective assets. All other borrowing costs are
profit or loss, in which case the increase is recognised in the expensed in the period they occur. Borrowing costs
statement of profit or loss. A revaluation deficit is recognised consist of interest and other costs that an entity incurs in
in the statement of profit or loss, except to the extent that it connection with the borrowing of funds.
Dolphin Hotels PLC Annual Report 2020/2021 43

FINANCIAL REPORTS

3.8 Intangible Assets The cost incurred in bringing inventories to its present
Intangible assets acquired separately are measured on initial location and conditions are accounted using the following
recognition at cost. The cost of intangible assets acquired cost formulae:
in a business combination is their fair value as at the date Foods and Beverages At actual cost on weighted
of acquisition. Following initial recognition, intangible assets Stocks average basis.
are carried at cost less accumulated amortisation and At actual cost on weighted
accumulated impairment losses, if any. Internally generated Maintenance and Others average basis.
intangible assets, excluding capitalised development
costs, are not capitalised and expenditure is reflected in
Net realisable value is the estimated selling price in the
the Statement of Profit or Loss in the year in which the
ordinary course of business, less estimated costs of
expenditure is incurred.
completion and the estimated costs necessary to make
the sale.
The useful lives of intangible assets are assessed as either
finite or indefinite. 3.10 Financial Instruments
3.10.1 Financial Assets
Intangible assets with finite lives are amortised over their
3.10.1.1 Initial Recognition and Measurement
useful economic lives and assessed for impairment whenever
there is an indication that the intangible asset may be Financial assets are classified, at initial recognition, as
impaired. The amortisation period and the amortisation subsequently measured at amortised cost, fair value through
method for an intangible asset with a finite useful life is other comprehensive income and fair value through profit
reviewed at least at the end of each reporting period. or loss.
Changes in the expected useful life or the expected pattern
of consumption of future economic benefits embodied in A financial asset (unless it is a trade receivable without
the asset is accounted for by changing the amortisation a significant financing component) or financial liability
period or method, as appropriate, and are treated as is initially measured at fair value plus, for an item not at
changes in accounting estimates. The amortisation expense FVPL, transaction costs that are directly attributable to its
on intangible assets with finite lives is recognised in acquisition or issue. A trade receivable without a significant
the Statement of Profit or Loss in the expense category financing component is initially measured at the transaction
consistent with the function of the intangible assets. price.

3.10.1.2 Subsequent Measurement


Intangible assets with indefinite useful lives are not
amortised, but are tested for impairment annually, either For purposes of subsequent measurement, financial assets
individually or at the cash-generating unit level. The are classified in four categories
assessment of indefinite life is reviewed annually to • Financial assets at amortised cost (debt instruments)
determine whether the indefinite life continues to be • Financial assets at fair value through OCI with recycling
supportable. If not, the change in useful life from indefinite of cumulative gains and losses (debt instruments)
to finite is made on a prospective basis.
• Financial assets designated at fair value through OCI
with no recycling of cumulative gains and losses upon
Gains or losses arising from de-recognition of an intangible
derecognition (equity instruments)
asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and • Financial assets at fair value through profit or loss.
are recognised in the Statement of Profit or Loss when the
asset is de-recognised. a) Financial Assets at Amortised Cost (Debt Instruments)
The Company measures financial assets at amortised cost if
3.9 Inventory both of the following conditions are met:
Inventories are valued at the lower of cost and net realisable • The financial asset is held within a business model with
value, after making due allowances for obsolete and slow- the objective to hold financial assets in order to collect
moving items. contractual cash flows; and
• The contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments
of principal and interest on the principal amount
outstanding.
44 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

Financial assets at amortised cost are subsequently measured The Company elected to classify irrevocably its listed and
using the effective interest (EIR) method and are subject to non-listed equity investments under this category.
impairment. Gains and losses are recognised in profit or loss
when the asset is de-recognised, modified or impaired. d) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include
The Company’s financial assets at amortised cost includes trade financial assets held for trading, financial assets designated
receivables, loans to employees and loans to related parties. upon initial recognition at fair value through profit or loss,
or financial assets mandatorily required to be measured
b) Financial Assets at Fair Value Through OCI (Debt at fair value. Financial assets are classified as held for
Instruments) trading if they are acquired for the purpose of selling
The Company measures debt instruments at fair value or repurchasing in the near term. Derivatives, including
through OCI if both of the following conditions are met: separated embedded derivatives, are also classified as held
• The financial asset is held within a business model with for trading unless they are designated as effective hedging
the objective of both holding to collect contractual cash instruments. Financial assets with cash flows that are not
flows and selling; and solely payments of principal and interest are classified and
measured at fair value through profit or loss, irrespective of
• The contractual terms of the financial asset give rise on
the business model. Notwithstanding the criteria for debt
specified dates to cash flows that are solely payments of
instruments to be classified at amortised cost or at fair
principal and interest on the principal amount outstanding.
value through OCI, as described above, debt instruments
may be designated at fair value through profit or loss on
For debt instruments at fair value through OCI, interest initial recognition if doing so eliminates, or significantly
income, foreign exchange revaluation and impairment losses reduces, an accounting mismatch.
or reversals are recognised in the Statement of Profit or
Loss and computed in the same manner as for financial Financial assets at fair value through profit or loss are
assets measured at amortised cost. The remaining fair value carried in the Statement of Financial Position at fair value
changes are recognized in OCI. Upon de-recognition, the with net changes in fair value recognised in the Statement
cumulative fair value change recognized in OCI is recycled of Profit or Loss.
to profit or loss.
The Company did not classify any instrument under this
The Company do not classified any instrument under this category as of 31 March 2021.
category as of 31 March 2021.
3.10.1.3 De-recognition
c) Financial assets designated at fair value through OCI A financial asset is de-recognised when:
(equity instruments)
• The rights to receive cash flows from the asset
Upon initial recognition, the Company can elect to classify
have expired.
irrevocably its equity investments as equity instruments
designated at fair value through OCI when they meet the • The Company has transferred its rights to receive cash
definition of equity under LKAS 32 Financial Instruments: flows from the asset or has assumed an obligation to pay
Presentation and are not held for trading. The classification the received cash flows in full without material delay to
is determined on an instrument-by instrument basis. a third party under a ‘pass-through’ arrangement; and
either (a) the Company has transferred substantially all
Gains and losses on these financial assets are never the risks and rewards of the asset, or (b) the Company
recycled to Statement of Profit or Loss. Dividends are has neither transferred nor retained substantially all the
recognised as other income in the Statement of Profit or risks and rewards of the asset, but has transferred control
Loss when the right of payment has been established, of the asset.
except when the Company benefits from such proceeds as
a recovery of part of the cost of the financial asset, in which When the Company has transferred its rights to receive
case, such gains are recorded in OCI. Equity instruments cash flows from an asset or has entered into a pass-through
designated at fair value through OCI are not subject to arrangement and has neither transferred nor retained
impairment assessment. substantially all of the risks and rewards of the asset nor
transferred control of it, the asset is recognised to the
extent of the Company’s continuing involvement in it.


Dolphin Hotels PLC Annual Report 2020/2021 45

FINANCIAL REPORTS

3.10.1.4 Impairment of financial assets at FVPL are measured at fair value and net gains and losses,
The Company recognizes an allowance for Expected Credit including any interest expense, are recognised in profit or
Losses (ECLs) for all debt instruments not held at fair value loss. Other financial liabilities are subsequently measured
through profit or loss. ECLs are based on the difference at amortised cost using the effective interest method.
between the contractual cash flows due in accordance with Interest expense and foreign exchange gains and losses
the contract and all the cash flows that the Company expects are recognised in profit or loss. Any gain or loss on de-
to receive, discounted at an approximation of the original recognition is also recognised in profit or loss.
effective interest rate. The expected cash flows will include
cash flows from the sale of collateral held or other credit b) Loans and borrowings
enhancements that are integral to the contractual terms. After initial recognition, interest-bearing loans and
borrowings are subsequently measured at amortised cost
ECLs are recognized in two stages. For credit exposures for using the EIR method. Gains and losses are recognised in
which there has not been a significant increase in credit risk profit or loss when the liabilities are de-recognised as well as
since initial recognition, ECLs are provided for credit losses through the EIR amortization process.
that result from default events that are possible within
the next 12-months (a 12-month ECL). For those credit Amortised cost is calculated by taking into account any
exposures for which there has been a significant increase discount or premium on acquisition and fees or costs that
in credit risk since initial recognition, a loss allowance is are an integral part of the EIR. The EIR amortization is
required for credit losses expected over the remaining life included as finance costs in the Statement of Profit or Loss.
of the exposure, irrespective of the timing of the default (a This category generally applies to interest bearing loans
lifetime ECL). and borrowings.

3.10.2.3 De-recognition
For trade receivables and contract assets, the Company
applies a simplified approach in calculating ECLs. Therefore, A financial liability is de-recognised when the obligation
the Company does not track changes in credit risk, but under the liability is discharged or cancelled or expires.
instead recognizes a loss allowance based on lifetime ECLs
at each reporting date. The Company has established a 3.10.2.4 Offsetting of financial instruments
provision matrix that is based on its historical credit loss Financial assets and financial liabilities are offset and the net
experience, adjusted for forward-looking factors specific to amount is reported in the Statement of Financial Position
the debtors and the economic environment. if there is a currently enforceable legal right to offset the
recognised amounts and there is an intention to settle on
3.10.2 Financial Liabilities a net basis, to realize the assets and settle the liabilities
3.10.2.1 Initial recognition and measurement simultaneously.
Financial liabilities are classified, at initial recognition, as
3.10.3 Derivative Financial Instruments and Hedge
financial liabilities at fair value through profit or loss, loans
Accounting
and borrowings, payables, or as derivatives designated as
3.10.3.1 Initial Recognition and Subsequent Measurement
hedging instruments in an effective hedge, as appropriate.
The Company uses derivative financial instruments such as
All financial liabilities are recognised initially at fair value and, forward currency contracts to hedge its foreign currency
in the case of loans and borrowings, carried at amortised risks. Such derivative financial instruments are initially
cost. This includes directly attributable transaction costs. recognised at fair value on the date on which a derivative
The Company’s financial liabilities include trade and other contract is entered into and are subsequently remeasured
payables, loans and borrowings including bank overdrafts. at fair value. Derivatives are carried as financial assets when
the fair value is positive and as financial liabilities when the
3.10.2.2 Subsequent Measurement fair value is negative.
The measurement of financial liabilities depends on their
3.10.3.2 Cash Flow Hedges
classification as follows:
When a derivative is designated as a cash flow hedging
a) Financial Liabilities at Fair Value Through Profit or Loss
instrument, the effective portion of changes in the fair value
Financial liabilities are classified as measured at amortized
of the derivative is recognized in OCI and accumulated in
cost or FVPL. A financial liability is classified as at FVPL, if
the hedging reserve. The effective portion of changes in the
it is classified as held-for-trading, it is a derivative or it is
fair value of the derivative that is recognized in OCI is limited
designated as such on initial recognition. Financial liabilities
46 Dolphin Hotels PLC Annual Report 2020/2021

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FINANCIAL REPORTS

to the cumulative change in fair value of the hedged item, The defined benefit obligation is calculated using the
determined on a present value basis, from inception of the ‘Projected Unit Credit method’. The present value of the
hedge. Any ineffective portion of changes in the fair value of defined benefit obligation is determined by discounting the
the derivative is recognised immediately in profit or loss. estimated future cash flows using interest rates that are
denominated in the currency in which the benefits will be
3.10.4 Cash and Short-Term Deposits paid, and that have terms of maturity approximating to the
Cash and short-term deposits in the Statement of Financial terms of the liability.
Position comprise cash at banks and on hand and short-
term deposits with a maturity of three months or less. Provision has been made in the Financial Statements
for retiring gratuities from the first year of service for
For the purpose of the Company’s Statement of Cash all employees, in conformity with LKAS 19 - “Employee
Flows, cash and cash equivalents consist of cash and short- Benefits”. Actuarial gain or losses are recognised in Other
term deposits as defined above, net of outstanding bank Comprehensive Income (OCI) in the period which it arises.
overdrafts.
However, according to the Payment of Gratuity Act No.
3.11 Provisions 12 of 1983, the liability for payment to an employee arises
Provisions are recognised when the Company has a present only after the completion of 5 years continued service. The
obligation (legal or constructive) as a result of a past event, liability is not externally funded.
it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation 3.13 SLFRS 16 - Leases
and a reliable estimate can be made of the amount of the The Company assesses at contract inception whether a
obligation. Where the Company expects some or all of a contract is, or contains, a lease. That is, if the contract
provision to be reimbursed, for example under an insurance conveys the right to control the use of an identified asset
contract, the reimbursement is recognised as a separate for a period of time in exchange for consideration.
asset but only when the reimbursement is virtually certain. The Company applies a single recognition and measurement
The expense relating to any provision is presented in the approach for all leases, except for short-term leases and
Statement of Profit or Loss net of any reimbursement. leases of low-value assets. The Company recognizes lease
liabilities to make lease payments and right-of-use assets
If the effect of the time value of money is material, representing the right to use the underlying assets.
provisions are discounted using a current pre-tax rate that
reflects, where appropriate, the risks specific to the liability. The Company only reassesses whether a contract is, or
Where discounting is used, the increase in the provision due contains, a lease subsequent to initial recognition if the
to the passage of time is recognised as a finance cost. terms and conditions of the contract are changed.

3.12 Retirement Benefits 3.13.1 Right of use assets


a) Defined Contribution Plans – Employees’ Provident The Company recognizes right of use assets at the
Fund and Employees’ Trust Fund commencement date of the lease, when the underlying
Employees are eligible for Employees’ Provident Fund asset is available for use. Right of use assets are measured
Contributions and Employees’ Trust Fund Contributions initial at cost, less any accumulated depreciation and
in line with the respective statutes and regulations. The impairment losses, and adjusted for any remeasurement
Company contributes 12% and 3% of gross emoluments of of lease liabilities. The cost of right of use assets includes
employees to Employees’ Provident Fund and Employees’ the amount of lease liabilities recognised, initial direct
Trust Fund respectively. costs incurred, and lease payments made at or before the
commencement date less any lease incentives received.
b) Defined Benefit Plans - Gratuity
A defined benefit plan is post-employment benefits plan Subsequent measurement basis of Right of Use asset was
other than a defined contribution plans - Employees’ at fair value. However, the management decided to change
Provident Fund and Employees’ Trust Fund. The liability the said measurement basis from cost to fair value with
recognised in the Statement of Financial Position in respect effective from 01 January 2021. There was no impact to the
of defined benefit plans is the present value of the defined financial statements from the said policy change as there
benefit obligation at the reporting date. was no active operating leases as of 01 January 2021 and
31 March 2021.
Dolphin Hotels PLC Annual Report 2020/2021 47

FINANCIAL REPORTS

Unless the Company is reasonably certain to obtain reform. A hedging relationship is affected if the reform
ownership of the leased asset at the end of the lease term, gives rise to uncertainty about the timing and/or amount
the recognised right of use assets are depreciated on a of benchmark-based cash flows of the hedged item or the
straight-line basis over the shorter of its estimated useful life hedging instrument.
or the lease term. If ownership of the leased asset transfers
to the Company at the end of the lease term or the cost IBOR reforms Phase 2 include number of reliefs and
reflects the exercise of a purchase option, depreciation is additional disclosures. Amendments supports companies
calculated using the estimated useful life of the asset. Right in applying SLFRS when changes are made to contractual
of use assets are subject to impairment. cashflows or hedging relationships because of the reform.

3.13.2 Lease liabilities These amendments to various standards are effective


At the commencement date of the lease, the Company for the annual reporting periods beginning on or after 01
recognizes lease liabilities measured at the present value January 2021.
of lease payments to be made over the lease term. In
calculating the present value of lease payments, the 4.2 Amendments to SLFRS 16 - COVID-19 Related
Company uses the incremental borrowing rate at the lease Rent Concessions
commencement date if the interest rate implicit in the lease The amendments provide relief to lessees from applying
is not readily determinable. After the commencement date, SLFRS 16 guidance on lease modification accounting for
the amount of lease liabilities is increased to reflect the rent concessions arising as a direct consequence of the
accretion of interest and reduced for the lease payments COVID-19 Pandemic.
made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease As a practical expedient, a lessee may elect not to assess
term, a change in the in-substance fixed lease payments or a whether a COVID-19 related rent concession from a lessor
change in the assessment to purchase the underlying asset. is a lease modification. A lessee that makes this election
The Company’s lease liabilities are included in Interest- accounts for any change in lease payments resulting from
bearing loans and borrowings. COVID-19 related rent concession the same way it would
account for the change under SLFRS16, if the change were
3.13.3 Short-term leases and leases of low-value assets
not a lease modification.
The Company applies the short-term lease recognition
exemption to leases that have a lease term of 12 months or The amendment applies to annual reporting periods
less from the commencement date. It also applies the lease beginning on or after 01 June 2020.
of low-value assets recognition exemption to leases of office
equipment that are considered of low value. Lease payments 4.3 Amendments to SLFRS 3: Definition of a Business -
on short-term leases and leases of low-value assets are referred to the Conceptual Framework
recognised as expense on a straight-line basis over the lease The amendments update SLFRS 3 so that it refers to
term. the 2018 Conceptual Framework instead of the 1989
Framework. IASB also add to SLFRS 3 a requirement that,
for obligations within the scope of LKAS 37, an acquirer
4 STANDARDS ISSUED BUT NOT YET EFFECTIVE applies LKAS 37 to determine whether at the acquisition
The new and amended standards that are issued, but not yet date a present obligation exists as a result of past events.
effective to the date of issuance of these financial statements For a levy that would be within the scope of IFRIC 21 Levies,
are disclosed below. None of the new or amended the acquirer applies IFRIC 21 to determine whether the
pronouncements are expected to have a material impact on obligating event that gives rise to a liability to pay the levy
the financial statements of the Company in the foreseeable has occurred by the acquisition date. Finally, the amendments
future. The Company intends to adopt these amended add an explicit statement that an acquirer does not recognise
standards, if applicable, when they become effective. contingent assets acquired in a business combination.

4.1 Amendments to SLFRS 9, LKAS 39, SLFRS 7, SLFRS The amendments are effective for business combinations
4 and SLFRS 16 - Interest Rate Benchmark Reform for which the date of acquisition is on or after the beginning
(Phase 1 & 2) of the first annual period beginning on or after 1 January
The amendments to SLFRS 9 & LKAS 39 provide a 2022. Early application is permitted if an entity also applies
number of reliefs, which apply to all hedging relationships all other updated references (published together with the
that are directly affected by interest rate benchmark updated Conceptual Framework) at the same time or earlier.
48 Dolphin Hotels PLC Annual Report 2020/2021

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FINANCIAL REPORTS

4.4 Amendments to LKAS 1: Classification of Liabilities of costs directly related to contract activities. General and
as Current or Non-current. administrative costs do not relate directly to a contract and
are excluded unless they are explicitly chargeable to the
In March 2021 , ICASL adopted amendments to paragraphs counterparty under the contract.
69 to 76 of LKAS 1 which specify the requirements
for classifying liabilities as current or non-current. The The amendments are effective for annual reporting periods
amendments clarify: beginning on or after 1 January 2022. The Company will
• What is meant by a right to defer settlement apply these amendments to contracts for which it has not
yet fulfilled all its obligations at the beginning of the annual
• That a right to defer must exist at the end of the
reporting period in which it first applies the amendments
reporting period
• That classification is unaffected by the likelihood that an 4.6 Property, Plant and Equipment: Proceeds before
entity will exercise its deferral right Intended Use - Amendments to LKAS 16
• That only if an embedded derivative in a convertible In March 2021, the ICASL adopted amendments to
liability is itself an equity instrument would the terms of a LKAS16-Property, Plant and Equipment - Proceeds before
liability not impact its classification Intended Use, which prohibits entities deducting from
the cost of an item of property, plant and equipment,
The amendments are effective for annual reporting periods any proceeds from selling items produced while bringing
beginning on or after 1 January 2022 and must be applied that asset to the location and condition necessary for it
retrospectively. to be capable of operating in the manner intended by
management. Instead, an entity recognises the proceeds
4.5 Onerous Contracts - Costs of Fulfilling a Contract - from selling such items, and the costs of producing those
Amendments to LKAS 37 items, in profit or loss.
In March 2021, the ICASL adopted amendments to LKAS
37 to specify which costs an entity needs to include when The amendment is effective for annual reporting periods
assessing whether a contract is onerous or loss-making. beginning on or after 1 January 2022 and must be applied
retrospectively to items of property, plant and equipment
The amendments apply a “directly related cost approach”. made available for use on or after the beginning of the
The costs that relate directly to a contract to provide goods earliest period presented when the entity first applies
or services include both incremental costs and an allocation the amendment.
Dolphin Hotels PLC Annual Report 2020/2021 49

FINANCIAL REPORTS

5. REVENUE
Year ended 31 March 2021 2020
Rs. Rs.

Accommodation, Food and Beverage 348,983,796 719,213,099


Others (Hotel Operations) 744,875 9,289,071
349,728,671 728,502,170

6. OTHER OPERATING INCOME AND GAINS


Year ended 31 March 2021 2020
Rs. Rs.

Rental Income - 3,217,924


Sundry Income 600,456 969,729
Exchange gains on Operations 12,946,163 23,349,400
Foreign Currency Encashment 237,765 882,808
Reversal of bad debt provision 9,435,748 -
23,220,132 28,419,861

7. FINANCE COST AND INCOME


7.1 Finance Costs
Year ended 31 March 2021 2020
Rs. Rs.

Interest Expense on Overdrafts 24,733 1,038,332


Interest Expense on Loans and Borrowings 16,912,208 15,462,525
Fair Value Loss on Forward Exchange Contracts - 9,043,262
16,936,941 25,544,119

7.2 Finance Income


Year ended 31 March 2021 2020
Rs. Rs.

Interest Income from - Related Parties 37,869,171 35,638,864


Interest Income from - Others 4,009,018 2,220,176
Exchange Gains on Loans 872,800 3,474,594
42,750,989 41,333,634
50 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

8 PROFIT BEFORE TAX


Year ended 31 March 2021 2020
Rs. Rs.

Stated After Charging/(Crediting)


Employees Benefits Including the Following
 - Defined Benefit Plan Costs - Gratuity 5,653,029 5,554,958
 - Defined Contribution Plan Costs - EPF and ETF 10,756,708 15,912,665
Depreciation and Amortization 91,475,894 92,676,081
Auditors' Remuneration (Fees and Expenses) 900,000 1,086,175
Management Fees 15,618,380 38,940,873
Charge on/(Reversal of) Impairment of Debts (9,435,748) 2,971,864
Legal Fees 706,342 1,470,145
Donations 31,068 408,441

9 INCOME TAX EXPENSE


Year ended 31 March Note 2021 2020
Rs. Rs.

Statement of Profit or Loss


Current Income Tax
Current Tax Expense on Ordinary Activities for the Year 9.1 10,050,765 5,901,425
(Over)/Under Provision of Current Taxes in Respect of Prior Years (1,812,874) 6,976,096

Deferred Income Tax


Deferred Taxation Charge/(Reversal) 9.2.2 (11,094,513) 5,153,520
(2,856,622) 18,031,041

Statement of Other Comprehensive Income


Deferred Taxation Charge/(Reversal) 9.2.2 7,288,889 (429,236)
7,288,889 (429,236)
Income Tax Expense Recorded in Total Comprehensive Income 4,432,267 17,601,805
Dolphin Hotels PLC Annual Report 2020/2021 51

FINANCIAL REPORTS

9.1 Reconciliation Between Current Tax Expense and the Product of Accounting Profit
Year ended 31 March 2021 2020
Rs. Rs.

Profit/(Loss) Before Tax (36,081,736) 62,516,519


Aggregate Disallowable Items 108,813,080 101,614,466
Income from Other sources (41,878,189) (37,859,040)
Aggregate Allowable Items (120,499,080) (128,738,489)
Taxable Profit from Trade Income (89,645,925) (2,466,544)

Taxable Profit from Other Sources 41,878,189 37,859,040


(47,767,736) 35,392,496

Income Tax - 14% (2020-14%) - 3,629,883


Income Tax - 24% (2020-28% & 24%) 10,050,765 2,271,542
Current Income Tax Expense 10,050,765 5,901,425

Effective Tax Rate (%) (28%) 9%

9.1.2 The business profit of the Company is liable for income tax at the rate of 14% which is applicable for tourism
promotion as per the Inland Revenue Act No. 24 of 2017 and amendments thereto. Other sources of income are
taxable at 24%.

9.1.3 Tax Losses Brought Forward


Year ended 31 March 2021 2020
Rs. Rs.

Adjustment to the Reflect Impacts from Tax Return 2019/20 5,140,586 -


Tax Losses Utilized - (2,466,544)
Tax losses Incurred During the Year 89,645,926 2,466,544
Tax Losses Carried Forward 94,786,512 -

9.2 Deferred Tax


9.2.1 Deferred Tax Assets and Liabilities Relate to the Following;
Deferred Tax Liability 211,129,622 202,468,698
Deferred Tax Assets (18,923,080) (6,456,532)
Net Deferred Tax Liability 192,206,542 196,012,166
52 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

9.2.2 Deferred Taxation Charge/(Reversal) - Statement of Profit or Loss/Other Comprehensive Income


Statement of Profit or Loss Other Comprehensive Income
2021 2020 2021 2020
Rs. Rs. Rs. Rs.

Deferred Tax Liability


Capital Allowances for Tax Purposes 1,980,176 5,388,888 - -
Revaluation of Land & Buildings - - 6,680,748 -
1,980,176 5,388,888 6,680,748 -

Deferred Tax Assets


Defined Benefit Plans (1,125,582) 47,693 - -
Collective Impairment of Trade and Other Receivables 1,321,005 (283,061) - -
Carry Forward of Unused Tax Losses (13,270,112) - - -
Actuarial Loss - - 608,141 (429,236)
(13,074,689) (235,368) 608,141 (429,236)
(11,094,513) 5,153,520 7,288,889 (429,236)

Deferred tax provision as of 31 March 2021 has been computed based on the future tax rate applicable to company (14%)
in accordance with Inland Revenue Act, No. 24 of 2017.

9.2.3 Deferred Tax Asset/Liability Relates to the Following;


Statement of Financial Position
2021 2020
Rs. Rs.

Deferred Tax Liability


Capital Allowances for Tax Purposes 107,380,003 105,399,827
Revaluation of Assets 103,749,619 97,068,871
211,129,622 202,468,698

Deferred Tax Assets


Defined Benefit Plans 5,034,612 3,909,030
Collective Impairment of Trade and Other Receivables 312,017 1,633,022
Carry Forward of Unused Tax Losses 13,270,112 -

Actuarial (Gain)/Loss 306,339 914,480


18,923,080 6,456,532
Net Deferred Tax Liability 192,206,542 196,012,166
Dolphin Hotels PLC Annual Report 2020/2021 53

FINANCIAL REPORTS

10 EARNINGS PER SHARE


10.1 Basic Earnings Per Share amounts are calculated by dividing the profit for the year attributable to ordinary equity
holders of the Company by the weighted average number of ordinary shares outstanding during the year.

10.2 The following reflects the income and share data used in the Basic Earnings Per Share computation.
Year ended 31 March 2021 2020
Rs. Rs.

Amounts Used as the Numerator:


Profit Attributable to Ordinary Shareholders (33,225,114) 44,485,478

2021 2020
Number Number

Number of Ordinary Shares Used as the Denominator:


Weighted Average Number of Ordinary Shares in Issue Applicable to
Basic Earnings Per Share 31,621,477 31,621,477

Earnings Per Share - Basic (1.05) 1.41

As there were no potential ordinary shares outstanding as at the year end, Diluted Earnings per Share is equal to the Basic
Earnings per Share for the year and last year.

11 PROPERTY, PLANT & EQUIPMENT


11.1 Gross Carrying Amounts
Balance As at Additions Transfer on Revaluation Balance As at
01.04.2020 Revaluation Gain/(Loss) 31.03.2021
At Cost Rs. Rs. Rs. Rs. Rs.

Furniture, Fittings and Equipment 318,506,874 - - - 318,506,874


Motor Vehicles 215,660 - - - 215,660
Plant and Machinery 222,364,416 4,929,983 - - 227,294,399
Cutlery and Crockery 23,758,483 - - - 23,758,483
564,845,433 4,929,983 - - 569,775,416

At Valuation
Land 511,000,000 - - 49,340,000 560,340,000
Buildings and Swimming Pools on
Freehold Land 1,352,789,422 - (95,076,854) (1,620,372) 1,256,092,196
1,863,789,422 - (95,076,854) 47,719,628 1,816,432,196
Total Value of Depreciable Assets 2,428,634,855 4,929,983 (95,076,854) 47,719,628 2,386,207,612
54 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

11.2 In the Course of Construction


Balance As at Additions Balance As at
01.04.2020 31.03.2021
Rs. Rs. Rs.

Capital work in progress 576,276 - 576,276


576,276 - 576,276

11.3 Depreciation
Balance As at Charge Transfer on Balance As at
01.04.2020 for the Year Revaluation 31.03.2021
Rs. Rs. Rs. Rs.

At Cost
Furniture, Fittings and Equipment 220,145,521 32,517,501 - 252,663,022
Motor Vehicles 215,660 - - 215,660
Plant and Machinery 149,082,888 22,558,545 - 171,641,433
Cutlery and Crockery 23,758,483 - - 23,758,483
393,202,552 55,076,046 - 448,278,598

At Valuation
Buildings and Swimming Pool on Freehold Land 62,934,398 32,142,456 (95,076,854) -
62,934,398 32,142,456 (95,076,854) -
Total Depreciation 456,136,950 87,218,502 (95,076,854) 448,278,598

11.4 Net Book Value


As at 31 March 2021 2020
Rs. Rs.

At Cost
Furniture. Fittings and Equipment 65,843,852 98,361,353
Plant and Machinery 55,652,965 73,281,528
121,496,817 171,642,881

At Valuation
Land and Improvements 560,340,000 511,000,000
Buildings and Swimming Pools on Freehold Land 1,256,092,196 1,289,855,024
1,816,432,196 1,800,855,024

In the Course of Construction


Capital work in progress 576,276 576,276
Total Carrying Amount of Property, Plant and Equipment 1,938,505,289 1,973,074,181
Dolphin Hotels PLC Annual Report 2020/2021 55

FINANCIAL REPORTS

11.5 During the financial year, the Company acquired Property, Plant and Equipment to the aggregate value of Rs.
4,929,983/- ( in year 2020 - Rs.11,724,652/- ) , the consideration for which was settled by cash.

11.6 Property, Plant and Equipment of the Company includes fully depreciated assets having a gross carrying amounts of
Rs. 265,139,576/- (2020 - 211,719,337/-)

11.7 No borrowing cost has been capitalized during the year (2020 - Nil).

11.8 The Company has stated following properties at revalued amounts. The valuation was carried out by independent
valuer W.M. Chandrasena - Chartered Valuers. The surplus and losses arising from the revaluation was transferred to
revaluation reserve.

Property Number of Extent Method of Valuation and Valuation Date of


Buildings Significant Unobservable Inputs Valuation

Land at Waikkal 56 14A 2R 10P Market Basis of Valuation 560,340,000 31-Mar-2021

Value per Perch - Rs. 220,000

Buildings at Waikkal 220,339 Sq. Ft Market Basis of Valuation 1,256,092,196 31-Mar-2021

Value per square foot -


154 Rooms Rs. 2,000 - Rs. 9,000

The movement of revaluation reserve and other information are disclosed under Note 18.

The carrying amount of revalued assets that would have been included in the financial statements had the assets been
carried at cost less depreciation is as follows:
Cost Cumulative Net Carrying Net Carrying
Depreciation Amount Amount
If Assets were 2021 2020
Carried at Cost
Class of Asset Rs. Rs. Rs. Rs.

Land 10,051,397 - 10,051,397 10,051,397


Buildings and Swimming Pool 1,218,351,925 238,217,865 980,134,060 1,000,439,926
56 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

12 INTANGIBLE ASSETS
As at 31 March 2021 2020
Rs. Rs.

Computer Software
At the Beginning of the Year 28,597,187 28,597,187
Additions During the Year 3,972,900 -
Disposals During the Year (26,532,144) -
At the End of the Year 6,037,943 28,597,187

Amortization & Impairment


At the Beginning of the Year 18,528,257 12,985,457
Amortization 4,257,391 5,542,801
Disposals (20,783,513) -
At the End of the Year 2,002,135 18,528,258
Carrying Value 4,035,808 10,068,929

12.1 Intangible assets are amortized over there useful economic life and useful economic life is estimated as 5 - 10 years.

13 OTHER FINANCIAL ASSETS


As at 31 March 2021 2020
Rs. Rs.

Other Financial Assets - Non Current (13.1) 944,878,412 810,957,224


944,878,412 810,957,224

13.1 Other Financial Assets - Non Current


The Company has investments in unquoted equity shares of Rainforest Ecolodge (Pvt) Ltd.
Investments in Equity Securities (13.1.1) 1,736,604 2,483,416
Loans granted to related companies (13.1.2) 943,141,808 808,473,808
944,878,412 810,957,224

13.1.1 Non Quoted - FVTOCI Investment - Rainforest Ecolodge (Pvt) Ltd


As at 31 March 2021 2020
Rs. Rs.

At the Beginning of the Year 2,483,416 2,730,538


Change in Fair Value (746,812) (247,122)
At the End of the Year 1,736,604 2,483,416
Dolphin Hotels PLC Annual Report 2020/2021 57

FINANCIAL REPORTS

Investment in Equity Securities solely comprises application and allotment money paid to Rainforest Ecolodge (Pvt) Ltd for
purchase of 400,000 shares of Rs. 10/- each. The fair value of the unquoted equity shares in Rainforest Ecolodge (Pvt) Ltd is
estimated using Price to Book Value Multiple (P/BV) and significant unobservable inputs used for the valuation are
as of follows,

Peer Multiple 1.2


Liquidity Discount 20%
Premium for Sustainable Tourism Concept 5%
Present Slowing down in the Tourisom Industry 10%

13.1.2 Loans and Receivables Granted to Related Companies


Relationship As at Loans Loans As at Repayment Rates of
01.04.2020 Granted Ex.Gain (Loss) 31.03.2021 Terms Interest
Rs. Rs. Rs.
On demand At a margin
Serendib Hotels PLC Parent after 31 over 1 month
- LKR Company 192,321,808 50,000,000 - 242,321,808 March 2022 AWPLR
On demand At a margin
Serendib Hotels PLC Parent after 31 over 1 Month
- EURO 1.6Mn Company 334,944,000 - 38,000,000 372,944,000 March 2022 EURIBOR
On demand At a margin
Serendib Hotels PLC Parent after 31 over 1 Month
- GBP 1.2Mn Company 281,208,000 - 46,668,000 327,876,000 March 2022 GBP LIBOR
808,473,808 50,000,000 84,668,000 943,141,808

13.1.2.1 The Company has granted a 1 year loan moratorium ending 31 March 2022 for the above loans as tourism
industry is currently showing critical downturn with the COVID-19 outbreak.

14 INVENTORIES
As at 31 March 2021 2020
Rs. Rs.

Food 3,263,910 4,126,641


Beverage 2,806,625 3,427,879
Housekeeping and Maintenance 5,851,999 5,797,807
Linen and Cutlery - 7,138,938
Spa - 1,067
Other Replacements 6,716,120 156,825
18,638,654 20,649,157
58 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

15 TRADE AND OTHER RECEIVABLES


As at 31 March Note 2021 2020
Rs. Rs.

Trade Receivables - Related Parties 15.3 - 384,804


- Other 20,688,748 138,557,777
20,688,748 138,942,581
Less: Provision for Impairment of trade receivables 15.2 (2,228,696) (11,664,444)
18,460,052 127,278,137

Other Receivables 19,451,733 -


Advances and prepayments 15,415,787 16,525,162
34,867,520 16,525,162

Non Trade Dues from Related Parties 15.5 38,633,171 1,275,350


Loans and advances to company officers 15.4 955,976 1,413,099
39,589,147 2,688,449
92,916,719 146,491,748

15.1 Trade Debtors Age Analysis


As at 31 March Total Neither past Past due but not impaired
due nor 30-90 days 91-120 days >120 days
impaired

2021 20,688,748 3,334,010 123,220 - 17,231,518


2020 138,942,581 60,565,688 71,408,477 5,821,718 1,146,698

The Company grants credit approvals to its customers subjected to the internal credit limits which are regularly reviewed and
controlled by the management . The average credit period granted to such debtors are 30 Days.

15.2 The Movement of the Provision for Impairment of Trade Receivables


2021 2020
Individual Collective Total Individual Collective Total
Impairment Impairment Impairment Impairment Impairment Impairment

Opening Balance - 11,664,444 11,664,444 762,184 8,880,396 9,642,580


Provision/(Reversal) to
Profit or Loss - (9,435,748) (9,435,748) (762,184) 3,734,048 2,971,864
Writte-off Against
Provisions - - - - (950,000) (950,000)
Closing Balance - 2,228,696 2,228,696 - 11,664,444 11,664,444
Dolphin Hotels PLC Annual Report 2020/2021 59

FINANCIAL REPORTS

15.3 Trade Dues Receivables from Related Parties


As at 31 March Relationship 2021 2020
Rs. Rs.

Diethem Travel Lanka (Private) Limited Other Related Party * - 301,526


Hemas Holdings PLC Ultimate Parent Company * - 74,878
Frontier Capital Lanka (Pvt) Ltd Other Related Party - 8,400
- 384,804
* By virtue of the acquisition of Serendib Hotels PLC, immediate parent of Dolphin Hotels PLC by Eden Hotel Lanka PLC
from Hemas Holdings PLC, receivable balances as at 31 March 2021 from these entities (Note 15.3) are reclassified to
“Trade Receivables - Other”.

15.4 Loans and Advances to Company Officers


Balance as at the Beginning of the Year 1,413,099 359,296
Loans Granted during the Year - 4,110,430
Less: Repayments (457,123) (3,056,627)
Balance as at the end of the Year 955,976 1,413,099

15.5 Other Receivables From Related Parties


Serendib Hotels PLC Parent Company 37,869,173 -
Hotel Sigiriya PLC Other Related Party 62,858 72,556
Jada Resort and Spa (Pvt) Ltd. Other Related Party * - 311,021
Serendib Leisure Management Ltd. Other Related Party 312,000 29,754
Digital Healthcare (Pvt) Ltd Other Related Party * - 16,000
Kalutara Luxury Resorts (Pvt) Ltd. Other Related Party * - 149,750
Frontier Capital Lanka (Pvt) Ltd Other Related Party - 307,129
Kammala Hoteliers (Pvt) Ltd. Other Related Party 389,140 389,140
38,633,171 1,275,350
* By virtue of the acquisition of Serendib Hotels PLC, immediate parent of Dolphin Hotels PLC by Eden Hotel Lanka PLC
from Hemas Holdings PLC, receivable balances as at 31 March 2021 from these entities (Note 15.5) are reclassified to
“Other Receivables”.

16 CASH AND CASH EQUIVALENTS


As at 31 March 2021 2020
Rs. Rs.

16.1 Favourable cash and cash equivalents balance


Cash and Bank Balances 139,955,701 162,538,833
Money Market Investments 84,141,870 -
224,097,571 162,538,833

16.2 Unfavourable Cash and Cash Equivalent Balances


Bank Overdraft (12,759,382) (33,331,992)
Cash and Cash Equivalents for the Purpose of Cash Flow Statement 211,338,189 129,206,841
60 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

17 STATED CAPITAL
2021 2020 2021 2020
No.of shares Rs. Rs.

Fully Paid Ordinary Share 31,621,477 31,621,477 316,214,770 316,214,770


- - 316,214,770 316,214,770

17.1 The holders of ordinary shares possess the right to receive dividends as declared from time to time. The holders of
ordinary shares are entitled to one vote per share at a meeting of the company.

Ordinary shares of the Company do not have a par value.

18 RESERVES
As at 31 March Note 2021 2020
Rs. Rs.

Other Component of Equity


Revaluation Reserve 18.1 637,525,509 596,486,629
Fair Value Reserve 18.3 (2,263,396) (1,516,584)
635,262,113 594,970,045

18.1 Revaluation Reserve


At the Beginning of the Year 596,486,629 596,486,629
Revaluation Surplus During the year 47,719,628 -
Deferred Tax Attributable to Revaluation Surplus (6,680,748) -
At the End of the Year 637,525,509 596,486,629

The above revaluation surplus consists of net surplus resulting from the revaluation of land, buildings and swimming pools as
described in Note 11.
Dolphin Hotels PLC Annual Report 2020/2021 61

FINANCIAL REPORTS

18.2 Cash Flow Hedge Reserve


The company designated its identified foreign currency loans as a hedging instrument against its highly probable, specifically
identified future revenue in foreign currency namely apartment revenue. Through which, the company hedged the risk of
changes in value of the identified foreign currency loans, caused by the fluctuations in foreign exchange rates.

The effective portion of the gain or loss on the hedging instrument is recognised directly in Other Comprehensive Income
in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the Statement of Profit or Loss as
finance income/cost. Amounts recognised as Other Comprehensive Income are transferred to Statement of Profit or Loss
when the forecasted transaction occurs (when the forecast revenue realises). If the forecast transaction is no longer
expected to occur, the cumulative gain or loss previously recognised in Other Comprehensive Income is transferred to the
Statement of Profit or Loss. If the hedging instrument expires or is sold, terminated or exercised without replacement or
rollover, or if its designation a hedge revoked, any cumulative gain or loss previously recognised in Other Comprehensive
Income remains in equity until the forecast transaction occurs as per the hedge agreement.

As at 31 March 2021 2020


Rs. Rs.

Cash Flow Hedge Reserve


At the Beginning of the Year - 2,108,240
Movement of Cashflow Hedge Reserve
 - Recognised through Revenue - (2,108,240)
 - Recognised through Foreign Exchange Gain/Loss - -
At the End of the Year - -

18.3 Fair Value Reserve


At the Beginning of the Year (1,516,584) (1,269,462)
Change in Fair Value (746,812) (274,122)
At the End of the Year (2,263,396) (1,516,584)
62 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

19 INTEREST BEARING LOANS AND BORROWINGS


As at 31 March 2021 2020
Amount Amount Total Amount Amount Total
Repayable Repayable Repayable Repayable
Within 1 Year After 1 Year within 1 Year After 1 Year
Rs. Rs. Rs. Rs. Rs. Rs.

Bank Loans (19.1) 73,334,191 646,088,849 719,423,040 47,679,991 562,947,849 610,627,840


73,334,191 646,088,849 719,423,040 47,679,991 562,947,849 610,627,840

19.1 Bank Loans


As at Loans Exchange As at
01.04.2020 Obtained Loss/(Gain) 31.03.2021
Rs. Rs. Rs. Rs.

HSBC - GBP 1.2M 275,449,200 - 45,890,200 321,339,400


HSBC - Euro 1.6M 335,178,640 - 37,905,000 373,083,640
HNB - LKR 25M - 25,000,000 - 25,000,000
610,627,840 25,000,000 83,795,200 719,423,040

The Company was granted with a 1 year loan moratorium ending 31 March 2020 for the above foreign currency loans as
tourism industry in Sri Lanka was severely affected from the terrorist attack occurred on Easter Sunday. The said moratorium
has been extended for further 1 and half years ending 30 September 2021 with the COVID-19 outbreak as tourism industry
is currently showing critical downturn.

The Company is currently accruing loan interest for above two loans and the said accrued interest will be converted in to
two new loans with the expiration of the loan moratorium.

20 RETIREMENT BENEFIT OBLIGATION


As at 31 March 2021 2020
Rs. Rs.

At the Beginning of the Year 30,987,615 28,262,304


Charge for the Year 5,653,029 5,554,958
Actuarial (Gain)/Loss (4,343,864) 3,065,975
Benefit Paid (991,131) (5,889,205)
Liability Transfer in 312,000 -
Liability Transfer out - (6,417)
At the End of the Year 31,617,649 30,987,615

20.1 Expense Recognised in Statement of Profit or Loss


Current Service Cost 2,523,067 2,304,793
Interest Cost 3,129,962 3,250,165
5,653,029 5,554,958
Dolphin Hotels PLC Annual Report 2020/2021 63

FINANCIAL REPORTS

20.2 Actuarial (Gain)/Loss Immediately Recognised In Other Comprehensive Income


Due to experience (5,288,190) 1,138,822
Due to changes in financial assumptions 257,012 1,927,153
Due to changes in demographic assumptions 687,314 -
(4,343,864) 3,065,975

Actuarial & Management Consultants (Pvt) Ltd and Messer's K.A Pandith Actuaries, consultants and Actuaries, carried out
actuarial valuations of the defined benefit plan gratuity on 31 March 2021 and 31 March 2020 respectively. Appropriate and
compatible assumptions were used in determining the cost of retirement benefits. The principle assumptions used as follows:

As at 31 March 2021 2020

Financial Assumptions
Discount Rate 8.00% 10.00%
Future Salary Increment Rate 6.50% 8.50%

Demographic Assumptions
Retirement Age 55 Years 55 Years
Rate of Employee Turnover 20.00% 10.00%

20.3 Sensitivity of Assumptions in Actuarial Valuation


The following table demonstrates the sensitivity to possible changes in key assumptions employed with all other variables
held constant in the Retiring Gratuity Obligation measurement as at 31 March 2021. The sensitivity of the Statement of
Financial Position and Statement of Comprehensive Income is the effect of the assumed changes in the discount rate and
salary increment rate on the profit or loss and Retiring Gratuity obligation for the year.

2021 2020
Delta Effect of
+1% (-1%) +1% (-1%)

Increase/(Decrease) in Discount Rate (1,133,538) 1,220,919 (1,314,337) 1,446,034


Increase/(Decrease) in Salary Increment Rate 1,059,081 (1,001,738) 1,452,967 (1,343,465)
Increase/(Decrease) in Employee Turnover 91,835 (105,263) 85,403 (95,689)

20.4 Following Payments are Expected Over the Weighted Average Life Span Obligation on the Future Years:
2021 2020
Years From the Current Period Rs. Rs.

within the next 12 months 6,936,369 5,785,105


between 1 to 2 years 8,960,606 3,582,050
between 3 to 5 years 8,565,077 11,305,406
between 6 to 10 years 5,582,648 16,128,433
64 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

21 TRADE AND OTHER PAYABLES


As at 31 March Note 2021 2020
Rs. Rs.

Trade Payable 18,894,817 38,185,833


Other Payables - Related Parties 21.1 9,510,067 11,719,786
- Other 95,818,686 58,618,633
Contract Liabilities 9,677,662 8,299,786
Sundry Creditors Including Accrued Expenses 16,739,205 32,553,734
150,640,437 149,377,772

The average credit period of the company is 60 days.

21.1 Other Payable to Related Parties


As at 31 March Relationship 2021 2020
Rs. Rs.

Hemas Holdings PLC Ultimate Parent Company * - 297,214


Serendib Hotels PLC Parent Company 355,989 161,461
Hotel Sigiriya PLC Other Related Party 2,360,926 627,566
Serendib Leisure Management Ltd. Other Related Party 6,766,312 9,794,637
Diethelm Travel Lanka (Pvt) Ltd Other Related Party * - 32,156
Frontier Capital Lanka (Pvt) Ltd Other Related Party 26,840 6,417
Hemas Corporate Service (Pvt) Ltd. Other Related Party * - 49,831
Vishwa BPO (Pvt) Ltd Other Related Party * - 356,145
PH Resorts (Pvt) Ltd. Other Related Party * - 131,429
Atlas Axillia Co. (Pvt) Ltd. Other Related Party * - 262,930
9,510,067 11,719,786
* By virtue of the acquisition of Serendib Hotels PLC, immediate parent of Dolphin Hotels PLC by Eden Hotel Lanka PLC
from Hemas Holdings PLC, payable balances as at 31 March 2021 from these entities (Note 21.1) are reclassified to “Other
Payables - Other”

22 DIVIDEND PAYABLE
As at 31 March 2021 2020
Rs. Rs.

Unclaimed Dividend 3,754,046 3,754,046


3,754,046 3,754,046

23 COMMITMENTS AND CONTINGENCIES


23.1 Wennappuwa Pradeshiya Sabha has filed a case against Club Hotel Dolphin at Magistrate Court- Marawila, charged for
operating the Hotel without the required permit issued by the Pradeshiya Sabha in the years 2016, 2017, 2018 & 2019.

23.2 A guest has filed a case against travel agent (First Choice), charged for injuries happened due to accident occurred in
the hotel premises.

Except the above there are no other significant commitments and contingencies as at the reporting date.
Dolphin Hotels PLC Annual Report 2020/2021 65

FINANCIAL REPORTS

24 ASSETS PLEDGED
The following assets have been pledged as security for liabilities.
Nature of Assets Nature of Liability Carrying Amount of Pledged Included
2021 2020 Under
Rs. Rs.

Freehold Land and Primary Mortgage Bond No. 427 dated 11/02/2019 1,816,432,196 1,800,855,024 Property,
Buildings at Waikkal for Rs. 592,320,000 executed over Club Hotel Plant and
(Extent 7A-3R-31P) Dolphin's Hotel premises at Waikkala owned by the Equipment
company to HSBC. (GBP Loan of Rs. 1.2 Mn).

Concurrent Mortgage Bond No. 429 dated


03/04/2019 for Rs. 316,672,000 executed over
Club Hotel Dolphin’s Hotel premises at Waikkala
owned by the company to HSBC. (EURO Loan of
Rs. 1.6 Mn)

25 EVENTS OCCURRING AFTER THE REPORTING PERIOD


There have been no material events occurring after the reporting date that require adjustments to or disclosure in the
Financial Statements.

However, the Company has been closely monitoring the impact of the COVID-19 outbreak on its business operations.

26 RELATED PARTY DISCLOSURES


26.1 Terms and conditions of transactions with related parties
Transactions with related parties are at arm's length and are carried out in the ordinary course of the business. Outstanding
current account balances at year end are unsecured, interest free and settlement occurs in cash. Interest bearing borrowings
are at pre-determined interest rates and terms.

Terms and conditions on loans granted to related parties are disclosed in Note 13 to these financial statements.

26.2 Non-recurrent related party transactions


There were no non-recurrent Related Party Transactions which in aggregate value exceeds 10% of the equity or 5% of
the total assets whichever is lower of the Company as per 31 March 2020 audited financial statements, which required
additional disclosures in the 2020/21 Annual Report under Colombo Stock Exchange listing Rule 9.3.2 and Code of Best
Practices on Related Party Transactions under the Security Exchange Commission Directive issued under Section 13(c) of the
Security Exchange Commission Act.
66 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

26 RELATED PARTY DISCLOSURES (CONTD)


26.3 Recurrent related party transactions
Name of the Relationship Nature of the Aggregate value of Value of the Terms and
Related Party Transaction the Related Party Related Party conditions of the
transactions entered into transaction as a % Related Party
during the financial year of the Revenue Transactions
Serendib Parent Aggregate recurrent 88,225,161 12.11% Standard Terms on
Hotels PLC Company transactions Alarms length basis

There were no other recurrent related party transactions which in aggregate value exceeds 10% of the revenue of the
Company as per 31 March 2020 audited financial Statements, which required additional disclosures in the 2020/21 Annual
Report under Colombo Stock Exchange listing Rule 9.3.2 and Code of Best Practices on Related Party Transactions under the
Security Exchange Commission Directive issued under Section 13(c) of the Security Exchange Commission Act.

Details of significant related party disclosures are as follows:

26.4 Transactions with the Ultimate Parent, Parent and Related Entities
Serendib Hotels PLC, immidiate parent of Dolphin Hotels PLC was taken over by Eden Hotel Lanka PLC from Hemas
Holdings PLC on 15 December 2020, however, 31 December 2020 was considered as the effective date of the acquisition
for the reporting purpose. With the said acquisition, Serendib Hotels Group has become a member of LOLC Group.

Details of significant related party transactions carried out with companies in Serendib Group during the year and with
Hemas Holdings PLC and other companies which were in Hemas Group during the period starting from 01 April 2020 to 31
December 2020 are as follows:
Ultimate Parent Parent *Other Related Parties Total
* Hemas Holdings PLC Serendib Hotels PLC
2021 2020 2021 2020 2021 2020 2021 2020
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

Sale of Goods / Services - 233,756 - 412,926 62,858 8,377,535 62,858 9,024,217


Purchase of Goods /
Services (1,458,824) (1,705,341) (245,667) - (2,095,814) (4,017,701) (3,800,305) (5,723,042)
Finance Income - - 37,869,171 35,386,917 - 251,947 37,869,171 35,638,864
Management Fees and
Accounting Fees Payable - - - - (18,768,651) (44,402,040) (18,768,651) (44,402,040)
Expenses Incurred on Behalf
of the Company - (156,155) (110,322) (562,350) (39,372,178) (44,724,914) (39,482,500) (45,443,419)
Expenses Incurred on Behalf
of the Others - - - - - 231,003 - 231,003
Settlement of Management
 fees and Accounting Fees - - - - 42,644,050 49,679,624 42,644,050 49,679,624
Settlement of Dues from
 Related Parties (74,878) (196,378) - (849,303) (719,366) (11,336,675) (794,244) (12,382,357)
Settlement of Dues to
 Related Parties 1,263,075 2,949,614 161,461 569,097 19,463,408 49,616,431 20,887,944 53,135,142
Loan Granted - - 50,000,000 260,192,000 - - 50,000,000 260,192,000
Recovery of Loans Granted - - - (18,000,000) - - - (18,000,000)
Gratuity Transfers - - - - 312,000 (6,417) 312,000 (6,417)
(270,627) 1,125,496 87,674,643 277,149,287 1,526,307 3,668,793 88,930,323 281,943,575
Dolphin Hotels PLC Annual Report 2020/2021 67

FINANCIAL REPORTS

Other Related Parties


Hotel Sigiriya PLC
Serendib Leisure Mgt. Ltd.
Frontier Capital Lanka (Pvt) Ltd.
Diethelm Travels Lanka (Pvt) Ltd. *
Hemas Corporate Services Ltd. *
Jada Resorts & Spa (Pvt) Ltd. *
Hemas Travels (Pvt) Ltd. *
Hemas Manufacturing (Pvt) Ltd. *
PH Resorts (Pvt) Ltd. *
Kalutara Luxury Hotels & Resort (Pvt) Ltd. *
Kammala Hoteliers (Pvt) Ltd.

* By virtue of the acquisition of Serendib Hotels PLC, the immediate parent of Dolphin Hotels PLC by Eden Hotel Lanka PLC
from Hemas Holdings PLC, these companies were related parties only up to 31 December 2020.

Related party transactions were carried out with the companies in LOLC Group during the period starting from 01 January
2021 to 31 March 2021 are as follows:
Ultimate Parent Parent *Other Related Parties Total
LOLC Holdings PLC Serendib Hotels PLC
2021 2020 2021 2020 2021 2020 2021 2020
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

Purchase of
Goods/Services - - - - (883,841) - (883,841) -
Settlement of
Dues to Related
Parties - - - - 883,841 - 883,841 -

Other Related Parties


LOLC Life Assurance Limited *

* By virtue of the acquisition of Serendib Hotels PLC, the immediate parent of Dolphin Hotels PLC by Eden Hotel Lanka PLC
from Hemas Holdings PLC, these companies were related parties from 01 January 2021.

26.5 The details of the loans granted to related parties are set out in Note 13.

26.6 The Company wise breakdown of related party receivable and payable balances are given in Note 15 and 21
respectively.

26.7 Terms and Conditions:


Management Fees - Management fees are paid based on the Hotel Management Agreement with Serendib Leisure
Management Ltd.
Expenses Incurred - Expenses Incurred on behalf of/by Related Parties are reimbursed on actual cost basis.
Loans - Information relating to loans granted to related parties are disclosed in Note 13.
68 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

27 TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL OF THE COMPANY


The Key Management Personnel of the Company are the Board of Directors of the Company.

Key Management Personnel Compensation


There were no Compensation to the Key Management Personnel during the year.

Other Transactions With Key Management Personnel


There were no other transactions with the Key Management Personnel during the year.

The Company had two Director Boards during the year ended 31 March 2021 as the Board prior to 11 February 2021 and
after. No significant transactions had taken place involving Key Management Personnel & their close family members of both
the said Boards except for what is disclosed above.

28 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES


The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

Cash and cash equivalents, trade receivables and trade payables approximate their carrying amounts largely due to the
short-term maturities of these instruments.

Long-term floating-rate receivables/borrowings are evaluated by the Company based on parameters such as interest
rates, specific country risk factors, individual creditworthiness of the customer and the risk characteristics of the financed
project. Based on this evaluation, allowances are taken to account for the expected losses of these receivables. As at 31
March 2021, the carrying amounts of such receivables, net of allowances, are not materially different from their calculated
fair values.

Investment in equity shares are carried at fair value.

The fair value of financial liabilities approximate their carrying values.

Set out below is a comparison by class of the carrying value of Company's financial instruments that are carried in the
Financial Statements.
As at 31 March 2021 2020
Rs. Rs.

Financial Assets:
Trade and Other Receivables 77,500,932 129,966,586
Other Financial Assets - Investment in Equity Shares 1,736,604 2,483,416
Other Financial Assets - Loans Granted to Related Parties 943,141,808 808,473,808
Cash and cash equivalents 224,097,571 162,538,833
Total 1,246,476,915 1,103,462,643

Financial Liabilities:
Interest Bearing Loans and Borrowings 719,423,040 610,627,840
Trade and Other Payables 150,640,437 149,377,772
Bank Overdraft 12,759,382 33,331,992
Total 882,822,859 793,337,604
Dolphin Hotels PLC Annual Report 2020/2021 69

FINANCIAL REPORTS

28.1 Fair value Hierarchy


Company held the following financial instruments at fair value in the Statement of Financial Position as at the
reporting dates:
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by
valuation techniques.
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Other techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable

Financial Assets 31-Mar-2021 Level 1 Level 2 Level 3

Investment in Equity Shares 1,736,604 - - 1,736,604

Financial Assets 31-Mar-2020 Level 1 Level 2 Level 3

Investment in Equity Shares 2,483,416 - - 2,483,416

Non-Financial Assets Measured at Fair Value 31-Mar-2021 Level 1 Level 2 Level 3

Land and Building 1,816,432,196 1,816,432,196 - -

Non-Financial Assets Measured at Fair Value 31-Mar-2020 Level 1 Level 2 Level 3

Land and Building 1,863,789,422 - - 1,863,789,422

29 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES


The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings and trade and other
payables. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to
support its operations. The Company has loan and other receivables, trade and other receivables, and cash and short-term
deposits that arrive directly from its operations. The Company also holds available for sale investments.

The Company is exposed to market risk, credit risk and liquidity risk.

The Company’s senior management oversees the management of these risks. Senior management is supported by the Board
of Directors (BOD) that advises on financial risks and the appropriate financial risk governance framework for the Company.
BOD provides assurance to the Company’s senior management that the Company’s financial risk-taking activities are
governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance
with Company policies and risk appetite. It is the Group’s policy that all derivative activities for risk management purposes
are required to be approved by Board of Directors of Serendib Hotels PLC. (The Parent Company)

The Board of Directors reviews and agrees policies for managing each of these risks which are summarized below.

Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market prices comprise four types of risk: interest rate risk, currency risk, commodity price risk and other price
risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings and deposits.

Interest Rate Risk


Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates.
70 Dolphin Hotels PLC Annual Report 2020/2021

Notes to the Financial Statements (Contd.)


FINANCIAL REPORTS

29 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTD.)


The assumed spread of basis points for the interest rate sensitivity analysis is based on the currently observable market
environment changes to base rates such as AWPLR.
Increase/(decrease) Effect on Profit
in basis points Before Tax Rs.

2021 + 100 basis points 7,194,230


- 100 basis points (7,194,230)

2020 + 100 basis points 6,106,278


- 100 basis points (6,106,278)

Foreign Currency Risk


Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily
to the Company’s operating activities (when revenue or expense is denominated in a different currency from the Company’s
functional currency).

Currency risk is managed by the Group's treasury function that monitors foreign currency cash inflows and outflows and its
closing position on a daily basis. The Group also monitors its exposure to movements in exchange rates on a net basis.

Foreign currency sensitivity


A strengthening/weakening of the Rupees as indicated below, against the foreign currencies as at 31 March would have
increased/(decreased) Profit or Loss by the amounts shown below.
Foreign Change in Effect on Profit
Currency exchange rate Before Tax Rs.

2021 GBP 1% -
EURO 1% -
USD 1% -

2020 GBP 1% 1,738,880


EURO 1% 2,354,809
USD 1% 1,447,999

Equity Price Risk


The Company’s listed equity securities are susceptible to market price risk arising from uncertainties about future values of
the investment securities. The Company’s Board of Directors reviews and approves all equity investment decisions.

Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The company is exposed to credit risk from its operating activities (primarily for trade receivables)
and from its financing activities which includes deposits with banks.

Trade Receivables
Customer credit risk is managed by each company subject to the Serendib Group’s established policy, procedures and control
relating to customer credit risk management. Credit quality of the customer is assessed based on the credit risk evaluation
model and individual credit limits are defined in accordance with this assessment.

Outstanding customer receivables are regularly monitored and contracts are signed and agreed with all credit customers.
Dolphin Hotels PLC Annual Report 2020/2021 71

FINANCIAL REPORTS

Additionally, a large number of minor receivables are grouped into homogenous groups and assessed for Impairment
collectively. The calculation is based on actual incurred historical data. The maximum exposure to credit risk at the reporting
date is the carrying value of each class of financial assets. The Company does not hold collateral as security.

Financial Instruments and Cash Deposits


Credit risk from balances with banks is managed by the Managing Agent's treasury department in accordance with the
Serendib Group's policy. Investments of surplus funds are made only with approved counterparties as per the Treasury Policy
and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Serendib Group's
Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Board. The limits
are set to minimize the concentration of risks and therefore mitigate financial loss through potential counterparty’s failure.
The Company’s maximum exposure to credit risk for the components of the statement of financial position is the carrying
amounts as illustrated in Note 13 and 15 except for financial guarantees and derivative financial instruments.

Liquidity Risk
The Company monitors its risk to a shortage of funds by setting up a minimum liquidity level. The Company’s objective
is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans
and intercompany borrowings. The Company assessed the concentration of risk with respect to refinancing its debt and
concluded it to below. Access to sources of funding is sufficiently available and debt maturing within 12 months can be
rolled over with existing lenders.

The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual payments.
On Demand Less than 3 3 to 12 1 to 5 More than 5 Total
Months Months Years Years
Rs. Rs. Rs. Rs. Rs. Rs.

Interest- Bearing Loans and


Borrowings - - 73,334,191 646,088,849 - 719,423,040
Trade and Other Payable - 107,251,150 - - - 107,251,150
Bank Overdraft 12,759,382 - - - - 12,759,382
12,759,382 107,251,150 73,334,191 646,088,849 - 839,433,572

Interest-Bearing Loans and


Borrowings - - 47,679,991 381,439,928 181,507,921 610,627,840
Trade and Other Payable - 110,213,718 - - - 110,213,718
Bank Overdraft 33,331,992 - - - - 33,331,992
33,331,992 110,213,718 47,679,991 381,439,928 181,507,921 754,173,550

Capital Management
Capital includes ordinary shares. The primary objective of the Company’s capital management is to ensure that it maintains a
strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. To
maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. No changes were made in the objectives, policies or processes managing capital during the
years ended 31 March 2021 and 31 March 2020. The Company monitors capital using a gearing ratio, which is debt divided
by total capital plus debt. The Company’s policy is to keep the gearing ratio below 40%.
72 Dolphin Hotels PLC Annual Report 2020/2021

Ten Year Financial Review


SUPPLEMENTARY INFORMATION

Year ended 31 March 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012
(Figures in Rs.'000 unless otherwise stated) Restated Restated

Trading Results
Revenue 349,729 728,502 952,910 877,784 878,311 880,508 870,774 606,768 765,341 643,862
Profit/(Loss) Before Tax (36,082) 62,517 176,816 189,681 129,566 219,818 186,766 121,161 231,957 100,474
Profit/(Loss) for the year (33,225) 44,485 147,178 148,976 100,337 208,172 155,855 108,824 199,976 92,925

Hotel Operations
Annual sales growth (%) (51.99) (23.55) 8.56 (0.06) (0.25) 1.12 43.51 (20.72) 18.87 51.01
Room occupancy (%) 48.15 65.66 81.88 78.00 79.00 83.00 84.00 84.00 86.00 87.00

Current ratio (Times) 1.35 1.37 3.41 1.23 0.89 1.04 0.74 1.43 1.59 1.12
Interest cover (Times) (1.13) 3.45 11.82 33.09 16.96 17.08 9.18 7.84 14.48 4.07
Debt equity ratio (%) 34.80 30.77 30.42 7.35 10.60 12.79 23.63 68.67 37.12 48.07

Market/Shareholder Information
Return on equity (%) (1.58) 2.13 7.17 7.81 5.36 11.52 11.53 9.80 19.47 10.61
Net assets per share (Rs.) 66.54 66.19 64.94 60.31 59.17 57.17 42.76 35.70 32.47 27.69
Earnings/(loss) per share (Rs.) (1.05) 1.41 4.65 4.71 3.17 6.58 4.93 3.50 6.32 2.94
Market price per share (Rs.) 24.50 18.30 26.50 26.00 31.50 42.00 56.90 42.20 33.00 30.00
Price earning ratio (Times) (23.32) 13.01 5.69 5.52 9.93 6.38 11.54 12.05 5.25 10.42
Dividend per share (Rs.) Nil Nil Nil 1.00 1.00 1.50 1.00 Nil 1.50 1.50
Dolphin Hotels PLC Annual Report 2020/2021 73

Investor Information
SUPPLEMENTARY INFORMATION

Shareholder Information
2021 2020
No. of Total % No. of Total %
Shareholders Holding Shareholders Holding

1 - 1000 1,169 302,528 0.96 1,178 313,896 0.99


1,001 - 10,000 317 1,080,807 3.42 338 1,123,778 3.55
10,001 - 100,000 85 2,362,011 7.46 99 2,991,518 9.46
100,001 - 1,000,000 16 4,480,279 14.16 15 3,822,160 12.09
Over 1,000,000 3 23,395,852 74.00 3 23,370,125 73.91
1,590 31,621,477 100.00 1,633 31,621,477 100.00

Categories of Shareholders
Institutions 95 25,953,560 82.08 104 25,742,433 81.41
Individuals 1,495 5,667,917 17.92 1,529 5,879,044 18.59
1,590 31,621,477 100.00 1,633 31,621,477 100.00

Public Holding
2021 2020

Public holding as a percentage of the Issued share capital 34.10% 26.13%


Number of shareholders representing the public holding 1,586 1,625

Share Trading
2021 2020

Highest Market Price (Rs.) 30.50 (07/12/2020) 27.70 (04.08.2019)


Lowest Market Price (Rs.) 11.00 (12/05/2020) 18.10 (20.03.2020)
Last Traded Price (Rs.) 24.50 (31/03/2021) 30.00 (20.03.2020)
No. of Shares Traded 447,830 1,237,100
No. of Trades 448 835
Turnover (Rs.) 11,372,954.90 29,689,148.10
74 Dolphin Hotels PLC Annual Report 2020/2021

SUPPLEMENTARY INFORMATION

Twenty Major Shareholders as at 31.03.2021


2021 2020
No of Shares % No of Shares %

Serendib Hotels PLC 20,609,378 65.18 20,609,378 65.18


Hemtours (Pvt) Ltd 1,691,747 5.35 1,691,747 5.35
Mr. R C J Goonewardene 1,094,727 3.46 1,069,000 3.38
Freudenberg Shipping Agencies Ltd 612,387 1.94 612,397 1.94
Hatton National Bank PLC/ S R Ferando 544,906 1.72 - -
Bansei Securities Capital (Pvt) Ltd/
 Dawi Investment Trust (Pvt) Ltd 525,200 1.66 512,217 1.62
Mr. A N Esufally 450,007 1.42 450,007 1.42
Hemas Holdings PLC 376,808 1.19 376,808 1.19
Mr. S R S De Saram 300,326 0.95 - -
Mr. A A A Rifkee 210,000 0.66 210,000 0.66
Mrs. K S Yapa 210,000 0.66 210,000 0.66
Seylan Bank PLC./ B S M De Silva 204,700 0.65 204,700 0.65
People’s Leasing & Finance PLC/L.P. Hapangama 189,047 0.60 174,047 0.55
Mr. A Sithampalam 179,300 0.57 179,300 0.57
Miss. L M Goonewardena 178,805 0.57 125,000 0.40
Mr. P S M Fernando 150,000 0.47 - -
Amina Investments Limited 124,449 0.39 248,350 0.79
People’s Leasing & Finance PLC/Dr. H S D Soysa & Mrs. G
Soysa 118,100 0.37 118,100 0.37
Mr. C Chanmugam 106,244 0.34 106,244 0.34
Mr. A P Somasiri 100,000 0.32 100,000 0.32
Merchant Bank of Sri Lanka/ Mr. P S M Fernando 100,000 0.32 - -
Total held by the above shareholders 28,076,131 88.79
Shares held by the balance shareholders 3,545,346 11.21
Total Issued capital 31,621,477 100.00



Dolphin Hotels PLC Annual Report 2020/2021 75

Notice of Annual General Meeting


SUPPLEMENTARY INFORMATION

NOTICE IS HEREBY GIVEN THAT THE 40TH ANNUAL GENERAL MEETING of the Company will be held on 23 September
2021 at 11.30 a.m. as an on-line audio-visual meeting with arrangements for the on-line meeting platform made at LOLC
Board Room, 100/1, Sri Jayawardenapura Mawatha, Rajagiriya, for the following purposes:

1. To receive and consider the Report of the Directors and Statement of Accounts for the year ended 31 March, 2021 with
the Report of the Auditors thereon.
2. To re-elect as a Director Mrs. A R Gamage who retires by rotation in terms of Article 86 of the Articles of Association of
the Company
3. To re-appoint the following Directors who retire by rotation in terms of Article 74 of the Articles of Association
of the Company.
Mr. W D K Jayawardena
Mrs. K U Amarasinghe
Dr. J M Swaminathan
Mr. D S K Amarasekera
4. *To re-elect as a Director Dr. J M Swaminathan who retires in terms of Section 210 of the Companies Act No. 7 of 2007.
Special Notice has been received from a shareholder of the intention to pass a resolution which is set out below in
relation to his re-election (Refer Note 4)
5. To re-appoint as auditors M/s Ernst & Young, Chartered Accountants for the ensuing year at a remuneration to be agreed
by the Directors.
6. To approve in terms of the Companies Act No. 26 of 1951 (Donations), the making of donations by the Directors as
determined by them for the current financial year and until the next Annual General meeting of the Company.

By order of the Board


DOLPHIN HOTELS PLC

L O L C CORPORATE SERVICES (PVT) LTD


Secretaries

30 August 2021
Rajagiriya

NOTE:
1) A member entitled to attend and vote at the Meeting is entitled to appoint a Proxy to attend and vote instead of
him/her. A Proxy need not be a shareholder of the Company.
2) The completed Form of Proxy should be received by the Company at its Secretaries’ office No. 100/1,
Sri Jayawardenapura Mawatha, Rajagiriya not later than forty eight (48) hours before the start of the meeting.
3) A Form of Proxy accompanies this Notice.
4) *Special Notice was received by the Company from a shareholder of the Company giving Notice of intention to move the
following Resolution at the above Annual General Meeting :
“Resolved that Dr. J M Swaminathan who reached the age of 70 years in 2011, be and is hereby re-elected a Director
of the Company and it is further specifically declared that the age limit of 70 years referred to in Section 210 of the
Companies Act No. 7 of 2007 shall not apply to the said Director, Dr. J M Swaminathan.”
76 Dolphin Hotels PLC Annual Report 2020/2021

Notice of Annual General Meeting (Contd.)


SUPPLEMENTARY INFORMATION

5) IMPORTANT NOTICE:
This year the Annual Report and Financial Statements of the Company are available on the:
1) Corporate Website: https://www.serendibleisure.com/financial-reports/
2) The Colombo Stock Exchange: https://www.cse.lk/pages/company-profile/company-profile.component.
html?symbol=STAF.N0000

Members may also access the Annual Report and Financial Statements on their electronic devices by
scanning the following QR code:

For clarifications on how to download and/or access the Annual Report and Financial Statements, please contact Dunisha on
+94 11 5880359 during normal office hours (8.30 a.m. to 5.00 p.m.) or email [email protected].

Should Members wish to obtain a hard copy of the Annual Report, they may send a written request to the Company by filling
the request form attached to the Form of Proxy. A printed copy of the Annual Report will be forwarded by the Company
within eight (8) market days from the date of receipt of the request.

In the event the Company is required to take any further action in relation to the Meeting, in the best interest of the
Meeting attendees due to the COVID-19 pandemic; and/or any communications, guidelines, directives or orders issued
by the Government of Sri Lanka, Notice of such action shall be given by way of an announcement to the Colombo Stock
Exchange and publication on the Company website - https://www.serendibleisure.com/financial-reports/
Dolphin Hotels PLC Annual Report 2020/2021 77
Registration of Shareholder Details for
Online Participation
SUPPLEMENTARY INFORMATION

DOLPHIN HOTELS PLC


40 Annual General Meeting – 2021
th

To: LOLC Corporate Services (Pvt) Ltd


Secretaries to Dolphin Hotels PLC
100/1 Sri Jayawardenapura Mawatha
Rajagiriya

Details of shareholder
1. Full name 2. Primary :

3. Joint * :

4. Address/s

5. National Identify Card number/


Company Registration number

6. CDS Account number/s

7. Contact number/s Land line (residence/work): Mobile:

8. Email address/s (to which the


on-line meeting link should be
forwarded by the Company)

9. Name of the Proxy Holder

10. Proxy holder/s’ NIC/Passport No.

11. Proxy holder/s’ Contact number/s Land line (residence/work): Mobile:

12. Proxy holder/s’ email

*strike out if not applicable

I/We hereby certify that the details given above are true and accurate and are furnished for the purpose of enabling
my/our online participation at the Annual General Meeting. I/We acknowledge that the Company shall have the right to
disable my/our participation in the event the above information furnished are found to be incorrect or inconsistent with
shareholding records.

.................................................../....................................... .................................................../.......................................
Shareholder’s Signature & Date Shareholder’s Signature & Date

Note:
1. It is mandatory for the shareholder/s to provide the email address in the space provided above in order to forward the log in information
to facilitate the online participation at the meeting
2. Duly completed registration of Shareholder Details Form should be forwarded to [email protected] or by facsimile on
011-2865602, to reach the Company Secretaries not less than five (05) days before the date of the meeting.

Only registered shareholders and registered proxy holders will be permitted to log in and participate in the AGM on-line
78 Dolphin Hotels PLC Annual Report 2020/2021

Notes
SUPPLEMENTARY INFORMATION
Dolphin Hotels PLC Annual Report 2020/2021 79

Form of Proxy
SUPPLEMENTARY INFORMATION

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

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

being a member/members of the above named Company hereby appoint ........................................................................................... of

............................................................................................................................................................................................................ whom failing;

Mr. W D K Jayawardena of Colombo or failing him


Mrs. K U Amarasinghe of Colombo or failing her
Mr. D S K Amarasekera of Colombo or failing him
Dr. J M Swaminathan of Colombo or failing him
Mr. J P S Kurumbalapitiya of Colombo or failing him
Mr. B S M De Silva of Colombo or failing him
Mrs. A R Gamage of Colombo or failing her

as my/our* Proxy to represent me/us* at the Fortieth (40th) Annual General Meeting of the Company to be held as an on-
line meeting on 23rd September 2021 at 11.30 a.m and at any adjournment thereof and at every poll which may be taken in
consequence thereof.

THE PREFERENCES IN THE FOLLOWING TABLE TO BE MARKED BY ORDINARY (VOTING) SHAREHOLDER/S ONLY.
I/We* the undersigned, ordinary (voting) shareholder(s) of the Company hereby authorise my/our* Proxy to vote for me/us*
and on my/our* behalf in accordance with the preferences indicated below (please mark your preference with an ‘X’):
For Against
1. To re-elect as a Director Mrs A R Gamage who retires by rotation in terms of Articles 86 of the
Article of Association of the Company.
2. To re-appoint the following Directors who retires by rotation in terms of Article 74 of the Articles
of Association of the Company.
W D K Jayawardena
Mrs. K U Amarasinghe
Dr. J M Swaminathan
Mr. D S K Amarasekera
3. To re-elect as a Director Dr. J M Swaminathan who retires in terms of Section 210 of the
Companies Act No. 7 of 2007 as set out in item 4 of the Notice of Meeting.
4. To re-appoint as auditors M/S Ernst & Young, Chartered Accountants for the ensuing year at a
remuneration to be agreed by the Directors.
5. To authorize the Board of Directors to determine donations.

Dated this ................................................................................................. day of ................................................................ 2021.

i) *please strike off inappropriate word


ii) please refer overleaf for instructions
80 Dolphin Hotels PLC Annual Report 2020/2021

Form of Proxy (Contd.)


SUPPLEMENTARY INFORMATION

Important: Please post or scan and email the Form of Proxy together with the following additional details as per the
instructions given below.

CDS Account Number of the Shareholder (s)

Shareholder’s contact number/s Land line (residence/work):

Mobile:

Email address to which the on-line link


should be forwarded to for the proxy holder’s
participation at the AGM

Proxy holder’s NIC number


1. Please return the completed Form of Proxy after filling in legibly your full name and address, signing on the space
provided and filling in the date of signature.
2. The completed Form of Proxy should either be:
i) addressed to the ‘Company Secretary’ and posted or hand delivered to 100/1, Sri Jayawardenapura Mawatha,
Rajagiriya;
or
ii) Scanned and emailed to the email address: [email protected] with the email subject titled “DOLPHIN AGM
PROXY” not less than 48 hours before the time appointed for the holding of the Meeting.
3. If the Form of Proxy has been signed by an attorney, a copy of the Power of Attorney certified by a notary should
accompany the completed Form of Proxy for registration, if such Power of Attorney has not already been registered with
the company.
Corporate Information

Name of the Company Hotel


Dolphin Hotels PLC Club Hotel Dolphin Waikkal
(Formerly Stafford Hotels PLC) Tel.: +94 (31) 4877111, +94 (31) 2277788
Fax: +94 (31) 2279437
Legal Form
A Public Quoted Company with Limited Liability, Company Secretaries
incorporated on 20th January 1981 under the Companies LOLC Corporate Services (Pvt) Ltd
Ordinance (Cap 145) and re-registered under the
Companies Act No. 7 of 2007 Registrars
SSP Corporate Services (Pvt) Ltd.
Company Registration Address: No. 101, Inner Flower Road, Colombo 03
PQ 224 Tel.: +94 (11) 2573894
Fax: +94 (11) 2573609
Board of Directors
W D K Jayawardena - Chairman Managing Agent
(Appointed w.e.f. 11.02.2021) Serendib Leisure Management Limited (SLML)
A N Esufally - Outgoing Chairman
Auditors
(Resigned w.e.f. 11.02.2021)
Ernst & Young
B S M De Silva
A R Gamage (Mrs) (Alt. Prof. L D K B Gamage) Chartered Accountants
J P S Kurumbalapitiya 201, De Saram Place, Colombo 10
Mrs. K U A Amarasingh (Appointed w.e.f. 11.02.2021)
Mr. D S K Amarasekera (Appointed w.e.f. 11.02.2021) Registered Office

Dr. J M Swaminathan (Appointed w.e.f. 11.02.2021) Address: No. 75, Braybrooke Place, Colombo 02.
(To be changed to 100/1 Sri Jayawardenapura
K J Pathiraja (Resigned w.e.f. 03.06.2021)
Mawatha Rajagiriya shortly)
Tel.: +94 (11) 588 0880
Bankers
Fax: +94 (11) 286 5602
Commercial Bank of Ceylon PLC Website: www.serendibleisure.lk
Hatton National Bank PLC
Nations Trust Bank PLC
Sampath Bank PLC
Hongkong and Shanghai Banking Corporation Ltd.
Deutsche Bank AG
Dolphin Hotels PLC
Annual Report 2020/2021
w w w. s eren di bl ei s u re .com

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