Page 29 - UBF AR 2018 - E Version

ANNUAL REPORT OF THE BOARD OF DIRECTORS' ON THE STATE OF AFFAIRS OF
THE COMPANY
The Board of Directors of UB Finance Company Limited is
presenting the Annual Report and the State of Affairs of the Accountants of Sri Lanka and in compliance with the
Company together with the Audited Financial Statements
for the year ended 31st March 2018 in compliance with
Companies Act No. 07 of 2007.
This report is made in compliance with Section 168 of the
Companies Act No. 07 of 2007 and Finance Companies
Direction No. 3 of 2008 on Corporate Governance for
Registered Finance Companies in Sri Lanka.
The Board of Directors have disclosed information of the
Company which they believe is material and in the best
interest of the Shareholders and the Company.
Legal Status of the Company
UB Finance Company Limited was incorporated under
the Companies Ordinance No.51 of 1938 on 12th July 1961
as a Limited Liability Company under the name of The
Finance and Guarantee Company Limited. The Company
was re-registered as required under the provisions of
the Companies Act No. 7 of 2007 on 26th December 2007.
The name of the Company was changed to UB Finance
Company Limited on 25th April 2012.
The Company is a Finance Company in terms of the Finance
Business Act No.42 of 2011 and is a registered Finance
Leasing Establishment in terms of the Finance Leasing Act
No. 56 of 2000.
Major Shareholders of the Company
Union Bank of Colombo PLC, the parent Company and
ShoreCap II Limited are the major Shareholders of the
Company.
Principle Activities and the Nature of the Company
The principle activity of the Company is providing financial Payments made to Directors
services namely, accepting deposits, maintaining savings
accounts, lease financing, hire purchase, mortgage and
vehicle loans, factoring and real estate.
Financial Statements
The Complete Financial Statements of the Company made
as per revised Sri Lanka Accounting Standards comprising
Sri Lanka Financial Reporting Standards (SLFRS) and
Lanka Accounting Standards (LKAS) set by the Institute
of Chartered Accountants of Sri Lanka and in compliance
with the requirements of the Companies Act No.7 of 2007,
duly signed by two Directors on behalf of the Board are
given on pages 48 to 52.
Auditors Report
M/s. Ernst & Young, Chartered Accountants was re-
appointed as the External Auditors of the Company at the
Annual General Meeting held on 29th September 2017. The
report of the Auditors on the Financial Statements of the
Company is given on page 46 - 47.
Accounting Policies
The Financial Statements made as per revised Sri Lanka
Accounting Standards comprising of Sri Lanka Financial
Reporting Standards (SLFRS) and Lanka Accounting
Annual Report 2018
Standards (LKAS) set by the Institute of Chartered
requirements of the Companies Act No.7 of 2007 adopting
significant accounting policies and notes are given on
pages 53 to 98 of this Annual Report.
Branch Network
As at 31st March 2018, the Company has 16 branches
including the Head Office and one service centre.
Financial Reporting & Responsibility for the Accounts
The Directors are satisfied that the financial statements
presented on pages 48 to 98 give a true and fair view of
the state of affairs of the Company as at 31st March 2018
and the Profit and Loss for the year ended 31st March
2018.
In addition, the Directors are satisfied with the financial
statements. Appropriate accounting policies have been
selected and applied consistently and reasonable and
prudent judgments and estimates have been made and
the 'Going Concern' basis has been adopted.
The Directors also confirm that the financial statements
of the Company have been prepared in compliance with
the Companies Act No. 07 of 2007 and Finance Business
Act No. 42 of 2011. The Directors have taken reasonable
measures to safeguard the assets of the Company and to
establish appropriate systems of internal control with a
view to prevent and detect frauds and other irregularities.
The Directors confirm that to the best of their knowledge
all taxes, statutory dues and levies payable by the
Company as at the reporting date have been paid or
where relevant provided for.
The Directors fees, remuneration and payments made are
disclosed on page 95 of this Annual Report.
Shareholder Register
As at 31st March 2018, the total number of Ordinary Voting
Shares issued by the Company was 2,077,129,688 among
801 Ordinary Voting Shareholders.
As at 31st March 2018, the total number of Ordinary Non
Voting Shares issued by the Company was 217,965,347
to the Ordinary Non-Voting Shareholders. The Company
has resolved some of the issues with regard to the
discrepancies pertaining to the Ordinary Non-Voting
Share Register Case No. HC/CIVIL/60/2013/CO, the court
sanctioned and approved rectified share register is
currently being used.
Director’s & Officer’s Liability Policy
Union Bank of Colombo PLC, the Parent Company has
obtained a Directors & Officers Liability Policy for a cover
of LKR 300 million from AIA Insurance Lanka PLC covering
the Directors interests of the subsidiaries.
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