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Good Hope PLC: Annual Report

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Good Hope PLC

Annual Report |
Summarised Financial Report
for the nine months ended
31st December 2021
GOOD HOPE PLC

Review of operations for the period ended 31st December 2021

The main business of the Company is the minority equity investments it holds in Shalimar Developments Sdn. Bhd.
(SDSB) and in Shalimar (Malay) PLC (SMPLC). SDSB’s investee company carries out palm oil plantation
operations in Indonesia.

The investee company has been taking several measures to ensure uninterrupted business operations in the midst of
the relentless COVID-19 pandemic. On a positive note, the Crude Palm Oil prices (CPO) have continued to trade
at higher levels during the quarter under review, partly impacted by the duty on CPO sales introduced by the
Indonesian government in Dec 2020 to support its bio-diesel mandate. In the backdrop of these industry and
economic challenges, the company is cautiously preserving its liquidity position to ensure it remains strong and
resilient.
The Company received dividends from its equity investments in the period under review. Further, the Company
earned interest income from its short-term deposits in Sri Lanka, the rate of which has declined sharply following
the pandemic outbreak. Accordingly, the Company recorded an after tax profit of Rs. 22.65 Mn from its operations
during the period under review; compared to a profit of Rs. 1.24 Mn recorded in the corresponding period of the
previous financial year.
Interim Dividend
The Company received a dividend from its investment in SDSB in July 2021 and consequently declared an interim
dividend of Rs 10.77 per share to the shareholders for the year ending 31st March 2022. This was paid to the
shareholders in July 2021.
Minimum Public Holding
As previously informed, the Company is not in compliance with the minimum public holding requirements in
relation to a Company Listed on the Main Board of the Colombo Stock Exchange (CSE) as per Rule 7.13.1 (a) of
the Listing Rules of CSE, due to which the Company was transferred to the ‘Watch List’ of the CSE in terms of
Rule 7.13.2 (b) of the previous Listing Rules of the CSE with effect from 2nd July 2018.

However, the CSE via their Circular No. 03/2019 dated 3rd October 2019 amended the Listing Rules on
enforcement actions applicable for non-compliance with minimum public holding requirements with effect from
12th September 2019. Accordingly, in terms of Rule 7.13.2 of the Listing Rules of the CSE, the company was
transferred to the Second Board with effect from 15th November 2019.
We wish to highlight that the objective of the voluntary offer made to all shareholders on 17th March 2011 was to
acquire the entire minority shareholding as a step towards the consolidation of the oil palm plantation business. The
offer documents also mentioned that upon completion of the voluntary offer, the rational for remaining listed will be
evaluated. Since the voluntary offer did not result in the acquisition of the entire minority shareholding, the
Company continued to remain listed.

Taking into consideration that a voluntary offer had been made and also considering that there is no requirement for
additional capital infusion to the Company and resultantly, there being no plans for issuing of new shares nor a
dilution by the majority shareholder and as previously communicated to shareholders through market disclosures
and Annual Reports and in terms of the revised Listing Rules, we will report the proposed course of action.

Agro Harapan Lestari (Pvt) Ltd


Managers
07th February 2022

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GOOD HOPE PLC
Statement of Profit or Loss

Quarter ended Nine months ended


(All figures in Sri Lankan Rupees '000) 31st December 31st December
Change Change
2021 2020 2021 2020
% %

Dividend Income - - - 22,845 - 100%


Interest Income 508 972 -48% 1,341 3,165 -58%
508 972 -48% 24,186 3,165 664%
Administrative expenses (335) (413) -19% (1,371) (1,421) -4%
Profit before tax for the period 173 559 -69% 22,815 1,744 1208%

Income tax expense (55) (165) -67% (166) (505) -67%


Profit for the period 118 394 -70% 22,649 1,239 1728%

Earnings Per Share (Rs.) 0.03 0.10 5.83 0.32

Quarter ended Nine months ended


31st December 31st December
Change Change
Statement of Comprehensive Income 2021 2020 2021 2020
% %

Profit for the period 118 394 -70% 22,649 1,239 1728%
Other comprehensive income
Other Comprehensive Income/(Loss) not to be reclassified to profit or loss
in subsequent periods
Gain / (Loss) on Change in Fair Value of Financial Assets classified under Fair
12,926 18,406 -30% (14,968) (49,261) -70%
Value through Other Comprehensive income (FVOCI)
Net Other Comprehensive Income / (Expenses) not to be reclassified to
12,926 18,406 -30% (14,968) (49,261) -70%
profit or loss in subsequent periods

Total Comprehensive Income / (Expenses) for the period, net of tax 13,044 18,800 -31% 7,681 (48,022) -116%

Changes represent the percentage change in current period's results compared to corresponding period of last year.

Figures in brackets indicate deductions/negative changes.

The above figures are subject to audit.

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GOOD HOPE PLC
Statement of financial position
(All figures in Sri Lankan Rupees '000)
As at As at
Note 31.12.2021 31.03.2021

ASSETS
Non-Current Assets
Property, Plant and Equipment 357 113
Non-current financial assets (Note 3) 7,082,496 7,097,464
Total Non- Current Assets 7,082,853 7,097,577

Current Assets
Prepayments and other receivable 30 349
Income tax receivable 528 582
Short term investments 33,895 53,469
Cash and cash equivalents 6,303 5,740
Total Current Assets 40,756 60,140

Total Assets 7,123,609 7,157,717

EQUITY AND LIABILITIES


Equity
Stated capital (Note 6) 68,713 68,713
Retained earnings 92,709 111,888
Other reserves 6,931,112 6,946,080
Total Shareholders' Funds 7,092,534 7,126,681

Current Liabilities
Provisions and Accrued Expenses 294 257
Unclaimed dividend 30,781 30,779
Total Current Liabilities 31,075 31,036

Total Liabilities 31,075 31,036

Total Equity and Liabilities 7,123,609 7,157,717

Net Asset per share (Rs.) 1,826.19 1,834.98

I certify that these financial statements are in compliance with the requirements of the Companies Act No. 7 of 2007.

(Sgd.)

Aneesh Dudeja
President / Chief Financial Officer

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

Approved & signed for and on behalf of the Managers, Approved & signed for and on behalf of the Board,

(Sgd.) (Sgd.) (Sgd.)

Rushdi Azeez H. Selvanathan M. Selvanathan


Director Chairman Director
Agro Harapan Lestari (Pvt) Ltd
07th February 2022
The above figures are subject to audit.

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GOOD HOPE PLC
Statement of Changes in Equity
(All figures in Sri Lankan Rupees '000)

Total
Stated Fair Value Retained
Shareholders'
Capital Reserve Earnings
Funds

Balance as at 01st April 2020 68,713 5,667,259 108,341 5,844,313


Profit for the year - - 3,547 3,547
Other comprehensive income for the year - 1,278,821 - 1,278,821
Total comprehensive income for the year - 1,278,821 3,547 1,282,368

Balance as at 31st March 2021 68,713 6,946,080 111,888 7,126,681

Total
Stated Fair Value Retained
Shareholders'
Capital Reserve Earnings
Funds

Balance as at 01st April 2020 68,713 5,667,259 108,341 5,844,313


Profit for the period - - 1,239 1,239
Other comprehensive income for the period - (49,261) - (49,261)
Total comprehensive income for the period - (49,261) 1,239 (48,022)

Balance as at 31st December 2020 68,713 5,617,998 109,580 5,796,291

Total
Stated Fair Value Retained
Shareholders'
Capital Reserve Earnings
Funds

Balance as at 01st April 2021 68,713 6,946,080 111,888 7,126,681


Profit for the period - - 22,649 22,649
Other comprehensive income for the period - (14,968) - (14,968)
Total comprehensive income for the period - (14,968) 22,649 7,681
Interim Dividend - 2021/22 (Note 8) - - (41,828) (41,828)

Balance as at 31st December 2021 68,713 6,931,112 92,709 7,092,534

The above figures are subject to audit.


Figures in brackets indicate deductions/negative changes.

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GOOD HOPE PLC
Cash Flow Statement

For the nine months ended 31st December


2021 2020 31.03.2021
(All figures in Sri Lankan Rupees '000)

Net cash inflows / (outflows) from operating activities 22,652 (312) (827)

Net cash inflows / (outflows) from investing activities 19,739 (7,402) (7,335)

Net cash outflows from financing activities (41,828) - -

Increase / (Decrease) in cash and cash equivalents 563 (7,714) (8,162)

Cash and cash equivalents at the beginning of the period 5,740 13,902 13,902

Cash and cash equivalents at the end of the period 6,303 6,188 5,740

Cash and cash equivalents:


Cash and bank balances (Note A)2,318 892 412

Short-term deposits 3,985 5,296 5,328

6,303 6,188 5,740

The above figures are subject to audit.

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GOOD HOPE PLC

1. Basis of preparation of Summarised Financial Report


The interim condensed financial statements have been prepared in compliance with Sri Lanka Accounting Standard LKAS 34 -
Interim Financial Reporting. These interim condensed financial statements should be read in conjunction with the annual financial
statements for the year ended 31st March 2021.
Further, provisions of the Companies Act no.7 of 2007 have been considered in preparing the interim condensed financial statements
of the Company.

2. Accounting policies and comparative information


The same accounting policies and methods of computation as stated in the annual financial statements for the year ended 31st March
2021 are followed in the preparation of these Interim Condensed Financial Statements.
The comparative information have been reclassified wherever necessary to conform to the current year classification.

3. Fair Value Measurement


The following table provides the fair value measurement hierarchy of the Company’s financial assets which are stated as fair values.

Fair value measurement hierarchy for financial assets as at 31st December 2021 and 31st March 2021 are as follows :
(All the figures are in Sri Lankan Rupees '000) Fair value measurement using
Quoted
prices in Significant Significant
active observable unobservable
Non Current Financial Assets markets inputs inputs
Measured at Fair Value: Date of valuation Total (Level 1) (Level 2) (Level 3)
As at 31st December 2021
Equity Investments at Fair Value through OCI (FVOCI)
Quoted Equity Shares
Shalimar (Malay) PLC (Note 4(b)) 31st December 2021 186,361 186,361 - -
Unquoted Equity Shares
Shalimar Developments Sdn.Bhd. (Note 4(a)) 31st December 2020 6,896,135 - - 6,896,135
FVOCI financial assets as at 31st December 2021 7,082,496 186,361 - 6,896,135

As at 31st March 2021


Equity Investments at Fair Value through OCI (FVOCI)
Quoted Equity Shares
Shalimar (Malay) PLC (Note 4(b)) 31st March 2021 201,329 201,329 - -
Unquoted Equity Shares
Shalimar Developments Sdn.Bhd.(Note 4(a)) 31st December 2020 6,896,135 - - 6,896,135
FVOCI financial assets as at 31st March 2021 7,097,464 201,329 - 6,896,135

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GOOD HOPE PLC

4. Non-current financial assets


a). Equity Investments at Fair Value through OCI - Unquoted Equity Shares
The Company holds a 13.33% equity investment (March 2021: 13.33%) in Shalimar Developments Sdn. Bhd. (SDSB), an
investment holding Company incorporated in Malaysia. The sole equity investment of SDSB is in PT Agro Indomas
(PTAI), an oil palm plantation Company based in Indonesia, in which it has a controlling interest. The Company has
designated its investment in SDSB as Equity Investments at Fair Value through OCI.

The Company obtained the services of PricewaterhouseCoopers (Pvt) Ltd (PwC Sri Lanka) to carry out an independent
indicative fair market valuation of the equity interest in the unquoted investment in SDSB as at valuation date of 31st
December 2020. Unquoted equity shares of Shalimar Developments Sdn. Bhd. has been valued based on adjusted net asset
basis. Such net assets represent the investment value of PT Agro Indomas (PTAI) which was determined based on income
approach using discounted cash flow method.
The fair value of the equity investment of SDSB in PTAI has been valued based on the following key assumptions/bases:
(a) Estimated economic life of the oil palm plantations of PTAI is 26 years (including the immature period).
(b) Consider one planting cycle (i.e. no replantation at the end of the economic life).
(c) Yield per hectare based on year of planting, maturity profile and terrain.
(d) CPO ex-mill prices in FY 2021/22 is estimated to be USD 543/MT and this is assumed to change in line with the
change in forward Rotterdam prices and Indonesia Palm oil levy during the forecast period , i.e until FY 2039/40. After FY
2030/31 prices are assumed to remain unchanged.
(e) Weighted average cost of capital (WACC) of 9.12%.
(f) Indonesian corporate taxation rate at 22% in FY 2021 and 20% thereafter.
(g) Inflation assumed approximately 3% p.a.
Sensitivity of the key assumptions used
The significant unobservable inputs used in the above fair value measurement categorised within Level 3 of the fair value
hierarchy (Note 3) together with a quantitative sensitivity analysis are as shown below:
The below values are based on 13.33% equity stake in SDSB and base case is at WACC of 9.12%.

WACC CPO ex – mill price Yield


1% 1% 5% 5% 5% 5%
Increase Decrease Increase Decrease Increase Decrease
Rs'000 Rs'000 Rs'000 Rs'000 Rs'000 Rs'000

Effect of fair value


in unquoted equity
shares in SDSB
(749) 806 2,105 (2,111) 1,271 (1,277)
designated as Financial
Assets classified under
FVOCI
b). Equity Investments at Fair Value through OCI - Quoted Equity Shares
The Company holds a non-controlling interests of 3.10% (March 2021 : 3.10%) in Shalimar (Malay) PLC. The fair value
of the said investment is determined by reference to published price quotations in the Colombo Stock Exchange.

5. Contingent Liabilities, Assets Pledged & Events After the Reporting Period
5.1 Contingent Liabilities
There are no material contingent liabilities as at the reporting date.

5.2 Events After the Reporting Period


There have been no material events occurring after the reporting date that require adjustments to or disclosures in the
financial statements.

5.3 Assets Pledged


There were no assets pledged as at the reporting date.

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GOOD HOPE PLC

6. Stated Capital

Stated capital of the company consists of, As at As at


31.12.2021 31.03.2021

Fully paid ordinary shares (voting) 3,883,782 3,883,782

7. Related Party Transactions


7.1 Recurrent Related Party Transactions
7.1.1 Secretarial Fee
The Secretarial fee charged by Carsons Management Services (Private) Limited of Rs. 0.16 Mn (31st December 2020 :
Rs.0.16 Mn) has been charged in arriving at the profit before income tax for the period ended 31st December 2021.

All the above recurrent related party transactions have been conducted on agreed commercial terms with the respective parties
on an arm’s length basis.

7.2 Non-Recurrent Related Party Transactions


There are no non-recurrent related party transactions for the period ended 31st December 2021.

8. Dividend
The Company received a dividend from its investment in SDSB in July 2021 and consequently declared an interim dividend
of Rs 10.77 per share to the shareholders for the year ending 31st March 2022.

9. Going Concern

The financial statements of the Company have been prepared on a going concern basis as the Company continues to hold its
main investment in SDSB. The directors have a reasonable expectation that the Company’s investment segment operation
will continue for the foreseeable future. The Company assesses the impact due to COVID-19 will not have a material impact
on the Company’s ability to continue as a going concern. Furthermore, the management is not aware of any material
uncertainties that may cast significant doubt upon the Company’s ability to continue as a going concern. Therefore, the
financial statements continue to be prepared on a going concern basis.

INVESTOR INFORMATION

Share information Quarter ended Year ended


31.12.2021 31.12.2020 31.03.2021
Highest price per share (Rs.) 1,250.00 1,184.00 1,184.00
Lowest price per share (Rs.) 932.00 778.80 650.10
Last traded price (Rs.) 1,005.00 1,121.90 1,121.90
Volume traded (No. of shares) 839 780 1,747

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GOOD HOPE PLC
Additional Notes

I Names and the Number of Shares (voting) held by the top 20 shareholders as at 31st December 2021.

Name of Shareholders Number of Shares %


1 Goodhope Asia Holdings Ltd 3,530,821 90.91
2 Mr. S.S.J.B. Rana 146,966 3.78
3 Maj.Gen N.S.S.J. Bahadur Rana 41,990 1.08
4 Mr. A.O. Wanner (Decd) 20,995 0.54
5 Mrs. M. Van Rooyen 20,995 0.54
6 Mr. W.R.F. Spearman 20,995 0.54
7 Miss. N.M. Jarvis 10,497 0.27
8 Mr. F.W. Obeyesekere (Decd) 8,397 0.22
9 Mr. C.C.S. Stephenson (Decd) 8,397 0.22
10 Mr. K.C. Vignarajah 7,282 0.19
11 Mrs. R.M.M. Dean 7,275 0.19
12 Mr. A.M.A. Vanderspar 6,858 0.18
13 Mrs. C.M. Papageorge 6,717 0.17
14 Mrs. S. Vignarajah 6,629 0.17
15 Mrs. M.R. Layton (Decd) 5,176 0.13
16 Administratrix of the Eatate of Ramiah (Decd) 5,176 0.13
17 Mr. N. Izat (Decd). 4,197 0.11
18 Mr. S.A. Obeyesekere 2,098 0.05
19 Mrs. G.S. Amerasinghe 2,098 0.05
20 Mrs E.W. Tomalin 2,037 0.05
3,865,596 99.53

II Ordinary Shares of the Company held by the public as at 31st December 2021 are as follows;
Number of public shareholders 388
Percentage of public holding 9.09%
Float adjusted market capitalization (Rs.) 354,800,963
The Company is not in compliance with the minimum public holding requirements set out in Rule 7.13.1 (a) of the Listing Rules
of the Colombo Stock Exchange.

III Directors shareholdings as at 31st December 2021.


Name of Director Number of Shares
Mr. H. Selvanathan -
Mr. M. Selvanathan 1
Mr. I. Paulraj -
Mr. D.C.R.Gunawardena -
Mr. S. N. Alles -
Mr. D. P. De Silva -

IV PT Agro Indomas, the Company's investment made through Shalimar Developments Sdn. Bhd. (Investment vehicle in Malaysia)
is located in Kalimanthan province, Indonesia.The total land area of PT Agro Indomas is approximately 26,981 Ha.
Operational performance information is given below.
Operational performance indicators 2021 2020
December December
Crop Production (MT) 451,070 449,445
CPO (MT) 94,249 95,541
PK (MT) 22,094 22,804
CPO Ex Mill Price (US$) 579 501
FFB Yield (MT per Hectare) 16.19 19.14
CPO / Ha (MT) 3.51 4.15
Milling Capacity (MT per Hour) 225 225
MT-Metric Tones

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CORPORATE INFORMATION

Name of the Company Managers


Good Hope PLC Agro Harapan Lestari (Pvt) Ltd
03rd Floor
Company No No. 65C
PQ 43 Dharmapala Mawatha
Colombo 7
Legal Form Sri Lanka.
A Public Quoted Company with
Limited Liability. Tel : +94 114357777
Incorporated in Sri Lanka in 1910. Fax : +94 114357788

Directors Secretaries
H. Selvanathan Carsons Management Services (Private) Limited
M. Selvanathan No. 61, Janadhipathi Mawatha
I. Paulraj Colombo 01
D. C. R. Gunawardena Sri Lanka.
S. N. Alles Tel; +94 11 2039200
D. P. De Silva Fax; +94 11 2039300

Bankers Registered Office


Commercial Bank of Ceylon PLC No. 61, Janadhipathi Mawatha
Standard Chartered Bank Colombo 01
Hatton National Bank PLC Sri Lanka.
Tel; +94 11 2039200
Fax; +94 11 2039300

Auditors of the Company


Messrs. Ernst & Young Corporate Website
Chartered Accountants www.goodhopeholdings.com
201,De Saram Place,
Colombo 10 Holding Company
Sri Lanka. Goodhope Asia Holdings Ltd
Tel: + 94 11 2463500
Fax: + 94 11 2697369 Ultimate Parent & Controlling Entity
Bukit Darah PLC

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