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Due Diligence ReportCinnamon Training Academy13th December, 20131

Table of ContentPageIntroduction to the report03Section 01- Legal Due Diligence041.1 Purpose of Legal Due Diligence051.2 Conclusion14Section 02- Finance Due Diligence152.1 Purpose of Finance Due Diligence162.2 Conclusion28Annexure29Annexure 01- Statement of Comprehensive Income30Annexure 02- Statement of Financial Position312

Introduction to the reportErnst and Young prepares and submits the Due Diligence report to the UNIDO asper Terms of Reference (TOR), assessing the extent to which the CinnamonTraining Academy Ltd (CTA)comply with the required levels of conformitycriteria , in terms of legal and financial aspects since establishment of the CTA.Therefore, this report covers legal and financial aspects that are fundamentallyimportant in establishment and continuous operations of a public limitedorganization; identifying the requirements that ensure the sustainability of CTAin terms of legal and finance perspectives.Each area covered under the due diligence activity summarizes Ernst & Young’sobservations and remarks if any.The Due Diligence was conducted in accordance with the Company Act, InlandRevenue Act, applicable Accounting Standards and all other relevant legal andfinancial standards that are mandatory to comply with by any public limitedcompany.Our observations and conclusions are derived based on the information providedby CTA and the final draft was prepared based on the agreed upon procedureswith UNIDO.3

Section 01:Legal Due Diligence4

1.1 Purpose of legal due diligenceOur objective of carrying out legal due diligence for Cinnamon Training Academy(CTA) is to understand and evaluate whether CTA has complied with allnecessary legal requirements during its establishment, operations and otherbusiness activities.The following procedure was agreed with the client and has been used to carryout the legal due diligence and to arrive at our final conclusions.The observations and remarks presented herein are based on the documentsgiven and information gathered by the EY team during the interviews with thecompany secretary and other relevant parties.5

Key focus areasOur ObservationRemarks, if anyHas Cinnamon Training Academy (CTA) followed An application has been duly submitted forthe correct procedures mentioned in the the incorporation of CTA to the Registrar inCompany’s Act 2007 during its incorporation?the prescribed form signed by each of theinitial shareholders, together with the otherrequired documents. The following documentshave been submitted1. A declaration stating that the name ofthe company is not identical or similarto that of an existing company2. The articles of association of thecompany3. Consent from each of the initialdirectors4. Consent from the initial secretaryIs the name of Cinnamon Training Academy Ltd CTAhasobtainedtheIncorporationthere in the company register? Does it have a Certificate from the Company Registrar andunique number? Does CTA have certificate of has a unique number.incorporation in the prescribed form?Does the certificate of incorporation give a clear He incorporation certificate clearly indicatesidea as to which type of company CTA is? For that CTA is a limited liability company.example, limited company, unlimited company,private company etc.Has CTA been registered as a voluntary or CTA has been registered as a profit making Generally,servicenonprofit making organization?organization.oriented organizations ofthis nature are registeredasnonprofitmakingorganizations.6

Key focus areasOur ObservationHas CTA re-registered the Company under theCompanies Act No. 7 of 2007 and what is thenew Registration No. of CTA after reregistration?Does Cinnamon Training Academy always use“Limited” at the end of its name to reflect thelegal form of the organization?Has CTA had its company name and numberclearly stated in all its business letters of thecompany, all notices and other officialpublications, all invoices, receipts and letters ofcredit, all other documents issued or signed bythe company which creates or is evidence of alegal obligation of the company and all bills ofexchange, promissory notes, endorsements,cheques and orders for money or goods signedon behalf of the companyHas CTA its name displayed in its registeredoffice clearly?CTA has re-registered under the newCompany Act and the new number is PB 635.Does content of the Article clearly show theobjects of CTA; rights & obligations ofshareholdersofCTA;Management&administration of CTADoes Primary Objects authorize CTA to engagein growing or processing of Cinnamon?Remarks, if anyAs per our observation CTA uses its namewith “Limited” at the end of the name.As per our observation all documentsprepared and issued by the CTA carry itsname along with its company number.The company name is not displayed in the The name should beregistered office.clearly displayed in theregistered office.The article of association comprehensivelypresents CTA’s objects; rights and ion.There is no Primary Object authorizing Growing or processing ofgrowing or processing of Cinnamon by CTA.Cinnamon by CTA isoutside its scope as perthe Articles ofAssociation.7

Key focus areasOur ObservationAre there any pre-incorporation contracts that As per our observation and understandingCTA has entered in to?there is no such previous contracts entered into by the CTA before incorporation.Has CTA given duly notice to the company They have submitted the relevant documentsregistrar in the prescribed form of the number with the detailed mentioned in a prescribedof shares, company’s stated share capitalform and adhered to the provisions ofCompany Act.Has shareholders of CTA passed any Special No special resolution has been passed as perResolution and if so, then for what purpose?the meeting minutes.Has CTA issued the shares to each shareholder They have issued the shares to thenamed in the application for incorporation?shareholders whose names appeared in theapplication.Has CTA given a notice in the prescribed form of The change of registered office from Kosgodathe change of registered office to the Registrar? to Rosmead Place, Colombo 07 has beeninformed to company Registrar in writing asper the requirements in Company Act.Does CTA keep the following documents at its CTA possesses necessary documentation inregistered office?its registered office.a. The certificate of incorporation and thearticles of the companyb. minutes of all meetings and resolutions ofshareholders passed within the last tenyearsc. an interests registerd. minutes of all meetings held andresolutions of directors passed anddirectors’ committees held within the lastten years8Remarks, if any

Key focus areasOur Observatione. certificates required to be given by thedirectors as per the company actf. the register of directors and secretariesrequired to be kept as per the Actg. copies of all written communications toall shareholders during the last ten years,including annual reportsh. copies of all financial statements theshare registerHas CTA made arrangements for Inspection of All the company records are available at thecompany records by shareholders?registered office for ease access ofshareholders and the copies are withcompany secretary.Does CTA maintain a share register which The share Register is maintained and updatedincludes the followingsby the Company Secretary with shareholderdetails.a. the name and the latest known address ofeach person who is or has within the lastten years been a shareholderb. the number of shares of each shareholderwithin the last ten yearsc. the date of issue of shares, repurchase orredemption of shares, transfer of shares9Remarks, if any

Key focus areasOur ObservationHas CTA delivered to the Registrar an annualreturn in the prescribed form every year afterits incorporation?Has the CTA board of directors called an annualgeneral meeting of shareholders in eachcalendar year as per the instructions given inCompany’s Act?Has CTA appointed its auditor based on theprocedures given in the company’s act? And isthe auditor a member of the Institute ofChartered Accountants of Sri Lanka and is aregistered auditor?Has CTA board within six months after thebalance sheet date of the company, prepared anannual report on the affairs of the company?Has the CTA submitted the signed copies of theauditor’s reports to the registrar on time?Has CTA fulfilled the minimum number ofdirectors? Does the Articles of Association ofCTA stipulate qualifications for a Director? DotheDirectorsmeettherequirements/qualifications given? Is thecomposition of BOD suitable for CTA?Yes, CTA has delivered the annual returns tothe company registrar on time.Remarks, if anyCTA has had the AGM on time every yearalong with the AGM of the Spice Council.CTA has followed the guidelines given in thecompany’s act. The auditor is a member ofChartered Accountants of Sri Lanka and is aregistered auditor.Annual Reports are prepared and kept inplace.CTA has submitted the signed auditor’sreports to the Company Registrar on time.As per our observation CTA Ltd has the AlthoughCTABODminimum number of directors in the BOD.consistsofminimumnumber of directors, itNo qualification is required to become a lacks a healthy andDirector unless so fixed by CTA at a General balancedcompositionmeeting.that reflects variety ofcompetenciesandcapacitiesthatarefundamentally importantto make an educationalinstitute viable in themarket place.10

Key focus areasOur ObservationRemarks, if anyFor example expertise infinance, marketing,management of academic/ professional institution,and a governmentrepresentation.Has CTA appointed a secretary who is not CTA has appointed a secretary who meets thedisqualified under company’s act guidelines?required qualification under the company’sact.Are there any pending legal cases or any As per our observation there are no pendingcontingent liability for CTA?legal cases or contingency liabilities.Has CTA complied with the EPF and ETF Currently CTA does not have any employees At present, all CTA workregulations imposed by the Sri Lankan labour working under them.is being done by thelaw?employees of The SpiceCouncil (TSC) Sri Lanka.At a BOD meeting CTAhas agreed to make anominal fee to TSC for thework done by the TSC.However, a provision hasnot yet been made and norecords found in the finalfinancial reports.11

Key focus areasOur ObservationRemarks, if anyHas CTA entered in to any contract with anyoutside party which makes CTA binding legally?If yes, is it as per the Company’s Act of SriLanka?As per our observation CTA has entered intoan agreement with Export Development Board(SLEDB) to obtain the funds from thegovernment for the purpose of constructionof the academy. A bank guarantee amountingto Rs. 5.7 Mn has been obtained fromNational Development Bank to facilitate thistransaction.It is noted that CTA islegally bound to fulfill theconditions mentioned inNDBagreement(Offerletter)Does the Articles of Association of CTA restrict Yes. A member can transfer shares only to (a)the transfer of shares?A Director, (b) Another member, (c) Spouseor child, or (d) any other person approved bythe BOD.Does the Articles of Association limit Borrowingpowers of the BOD?Has CTA registered any charges on its assetsand if so, for purposes?Has CTA followed the correct legal proceduresduring the acquisition of the land for itsbusiness purpose? Have the correct documentsbeen submitted to the company secretary?Share held by a foreign collaborator can betransferred only to a member of CTA.There is no limit on the borrowing powers ofthe BOD.There are no charges recorded as at2013/12/13 on its assets in the ChargeRegisterCTA has followed the correct legal procedureto acquire the land and the ownership of theland has properly passed into CTA.12CTA is obliged to complywith SLEDB conditionswhen carrying out theCTA construction work.

Key focus areasOur ObservationHas CTA paid Dividends?Company has not paid any dividends to the It has been decided toshareholders.make a dividend of 25%out of total profit and thebalance(75%)beretained.As per our observation CTA has made all taxpayments to the inland revenue.CTA has not obtained any insurance cover.At present CTA does notpossess any asset toobtain insurance cover.CTA has already obtained endorsements for At present CTA is in theits National Competency Standards for process of developingCinnamon factory and field operations.course manuals to get itapproved by TVEC.Has CTA made the tax payments based on theprocedures mentioned in the laws?Has CTA obtained any insurance cover for anyof its assets?Has CTA, as a vocational training institution inSri Lanka obtained the endorsement from arks, if anyCTA is not yet accreditedas a training institution byTVEC.13

1.2 Legal due diligence ConclusionAs per our study, Cinnamon Training Academy as a public limited company hasfollowed the required procedures during incorporation and there are nosignificant discrepancies found in the process.CTA has acquired its land through a correct legal procedure and the legaldocuments are physically available with the CTA management.CTA has not yet fully started its operations since incorporation. Therefore noemployees have been recruited so far. Hence, legal requirement for EPF(Employee’s Provident Fund), ETF (Employee’s Trust Fund) deposits has notarisen at this point in time. CTA has duly paid the tax payments to thegovernment and all relevant tax documents are properly documented.However, CTA is recommended to pay attention to the following areas goingforward.It is observed that the present Board of Directors comprises members who bringin industry expertise to CTA. Limiting of board members only for one or fewspecific expertise areas might have an adverse impact on CTA’s performancedue to lack of varied nature of skills and competencies such as Marketing,Finance , academic / professional education etc. The Board of Directorscomposition should be of well balanced to support its long term objectives andthe purpose of the overall business goal.CTA’s primary objective as per the article of association is to provide requiredtraining needs to the people who are engaged in Cinnamon industry. If CTA hasany plans to act beyond the primary objectives in order to search for alternativesources of revenues with the intention of ensuring future sustainability, theymay consider possible adjustments to the articles of association by passing aspecial resolution.Currently CTA operates through the funds received by the government and nongovernment organizations.14

Section 02:Finance Due Diligence15

2.1 Purpose of finance due diligenceOur objective of carrying out the finance due diligence for Cinnamon TrainingAcademy (CTA) is to understand the current financial position and to evaluatethe financial sustainability of the company.During the study, necessary checks were performed in terms of financial aspectstaking into consideration the audited financial statements from the year ofincorporation to the year ended 31st March, 2013. Further, interviews wereconducted with the relevant parties to understand the current financial positionof CTA.The following observations and conclusions were identified and presented basedon the information provided to the EY team, while adhering to the agreed uponprocedures16

Key focus areasOur ObservationRemarks, if anyFunding and DonationsHas CTA received any donation or funding for the initial activities?Fund to be receivedUNIDO has agreed to fund US 200K andStandards & Trade Development Facility(STDF) agreed to fund US 630K for the entireproject where they will provide funds for theinitial capacity building of CTA.Government of Sri Lanka has allocated Rs 28.5Mn from the 2013 budget for CTA to carry outthe construction work.Funds ReceivedHowever, these funds are not direct remitsfrom Treasury department, instead releasedthrough the Sri Lanka Export developmentboard (SLEDB). In order to release the advancepayment of 20% of the amount, EDB has askedfor a bank guarantee from CTA and as a result,CTA has obtained a bank guarantee fromNational Development bank.Further, CTA has received a donation (TsunamiRelief) of Rs 1,234,565/ for establishing theacademy from International Federation ofEssential Oils and Aroma Trades (IFEAT); ofwhich Rs 77,112/ was spent on companyformation and the balance of Rs 1,157,453/ has been accounted as a reserve in thebalance sheet throughout the years.17CTA land is situated in aTsunami affected area.Because of this reason,International Federationof Essential Oils andAroma Trades (IFEAT)have agreed to providethis fund to CTA.

Key focus areasOur ObservationRemarks, if anyAccounting Policy and Procedure ManualDoes CTA have a Policy and Procedure manual CTA does not have a Policy and Procedure As a general rule, a policyfor accounting?manual for accounting.& procedure manual isfundamentalforanyorganization that is inexistence.Audited Financial StatementsAccounting PoliciesHas CTA prepared audited financial statementsas per the provisions of Company Act sinceincorporation?Financial Statements are prepared complying CTA may follow SLFRS forwith the accounting standards that are SMEs as they do not havegenerally being used by Sri Lankan companies. public accountability anddo not publish generalpurposefinancialstatementstotheirextreme users.The financial statements have been preparedfor every financial year end, i.e.: 01st of Aprilto 31st of March, since incorporation. Allfinancial statements have properly beenaudited and reflect a true and fair view.18

Key focus areasIs CTA maintainingaccounts?Our Observationproperbooksof All the relevant accounting books aremaintained and updated manually by theSpice Council staff, where no accountingpackage is currently being used by CTA torecord financial transactions.However vouchers, receipts, cheque booksand all other supporting documents areproperly filed and kept for preparation oftrial balance and financial statements atthe end of the year.An accountant is hired on temporary basisin every financial year end to prepare thefinal financial statements.19Remarks, if anyA separate person needs to beassigned to carry out bookkeeping/administration/coordination work for CTA.

Key focus areasStatement of comprehensive incomeKey Drivers of RevenueOur ObservationRemarks, if anyCurrently, CTA does not have major revenuesources since they have not commenced mainoperations.The other income is generated from theinterest on the fixed deposits in banks.Operating ExpensesRs 10,000/ was generated in 2011/12 byselling firewood which is another additionalincome source for CTA.Major operating expenses of CTA includes CTA has not recruited anybank charges, annual return fee, Professional employee sincefee and audit fee.incorporation. Currentlythe employees of theHowever in 2012/13 CTA has revalued the Spice Council are beingland and incurred a valuation charge of Rs used to carry out the25,000/ and weeding expenses of Rs work in relation to CTA.83,600/ .The BOD has decided toFurther, Rs 16,000/ was spent on the pay a nominal fee for TSCinduction for the cinnamon project.employees depending on(Source: Notes to the Financial Statement the work carried out.2012/13)However, a provision hasnot yet been made and norecords found in the finalfinancial reports.20

Key focus areasOur ObservationRemarks, if anyThe rental charge for theregistered office buildingis being paid by the TSC.Thus, it is not reflected intheCTA’sfinancialstatements.The expenses incurred forthe bank guarantee isexpected to be reflectedin the final accounts of theyear 2013/14.Income tax expensesThe company is liable to pay tax in accordancewith the provisions of Inland Revenue Act No10 of 2006 and the amendments thereto.No provision has been made during the yearbetween 2013/12 to 2008/09 for income tax.However in year 2012/13 CTA has incurred atax expense of Rs 72,981 inclusive of all thetax expenses accrued for previous years whichhave been presented as an operating expenseof the year.21

Key focus areasOur ObservationRevaluation Gain/ lossA gain of Rs 33,055,840/ was generatedfrom the revaluation of the land in 2012/13.ProfitOperating profit shows a significant reductionsince 2008 /09 due to the drop in interestincome.The total comprehensive income hasincreased from Rs 227,752/ to Rs33,169,838/ during years 2012 and 2013due to the revaluation gain of Rs33,055,840/ during year 2012/13.22Remarks, if any

Key focus areasStatement of Financial positionProperty, Plant and EquipmentInvestmentOur ObservationRemarks, if anyDuring year 2011/12 CTA has acquired a land The land was revalued inof 312 perches in Kosgoda worth Rs 2012/13 by chartered re1,264,160/ .valuer and fair value isreflectedatRsCTA has not invested in any other fixed asset 34,320,000/ .other than the land.CTA should have aNo depreciation is carried out since CTA does depreciation policy fornot have depreciable assets.future depreciation offixed assets.During the year 2006/07 CTA has opened aFD (A/c No: 00320021748) in CommercialBank of Ceylon PLC.Another FD was opened in Commercial Bankof Ceylon PLC (A/c No: 003020023913)during the year 2007/08.During the year 2011/12 the above two FDswere closed and a new FD was opened inDFCC bank worth Rs 3,500,000/ which hasbeen subsequently withdrawn and Rs.2,000,000/ was re-deposited at NDB tofulfilling the requirement for the bankguarantee .The remainder has not yet beeninvested.23

Key focus areasOur ObservationTrade and other ReceivablesReceivables are stated at the amounts theyare estimated to realize, net of provision forbad and doubtful debts.Cash at BankWC ArrangementsCapital StructureBorrowingsCTA does not have trade receivable wherereceivables comprise of income tax assets,other receivable and cash at bank.Occasionally the bank account had been inoverdraft status. Cash flow forecasting will bea key requirement when the constructionproject and operation commences.Currently CTA does not have any workingcapital issue. Therefore CTA does not haveany financial arrangement with a third party.As per the Article of Association theAuthorized Share capital is 500,000 shares(Rs 10/ each.)Remarks, if anyIn future CTA is requiredto have WC arrangementsto maintain the liquidity.CTA is an un-gearedcompanywherethecapital is fully generatedthrough equity and noCinnamon Trading Academy (CTA) Limited debts.was incorporated on 30/06/2006 with ashareholding of Rs 1,900,000/ and in20011/12 a new director was appointed andhas given shares worth Rs 100,000.The total issued share capital as at31.03.2013 is Rs 2,000,000.CTA has not obtained any borrowing fromexternal parties.24

Key focus areasOur ObservationOff balance sheet transactionsAs we observed in the audited financialstatements, CTA does not have any offbalance sheet transactions to be recorded inthe financial statements.Remarks, if anyReporting and Regulatory ComplianceMIS Reports01. Preparation of monthly financial statements02. Adhoc ReportsReconciliationsAt present CTA does not prepare monthly Day to day financialfinancial statements, where the financial transactions of CTA hasaccounts are prepared only at the year end.to be recorded on timelybasis,sothatthepreparationofmonthly/annual financialreports would be hazelfree.There has not been any request either by theboard or shareholders for any such adhocreports.Currently, CTA maintains its current accountat Commercial Bank of Ceylon PLC and allbank statements relevant for the same arefiled separately for future reference.25Monthly reports should beprepared and submittedto the board member whois in charge of Finance.Adhoc reports can bepresented on demand ifproperrecordsaremaintained.Reconciliations should becarried out for the bankstatements.

Key focus areasBudget and forecasts based on the strategicplanAnnual returnsTax returnsRatio AnalysisHas CTA carried out an analysis of theirfinancial performance?Our ObservationRemarks, if anyHowever, as per our observation CTA doesnot carry out any reconciliation for the bankstatement or any other reconciliation at themoment.Currently CTA does not have a proper CTA does not havebudgeting process and no financial projection strategic and operationalhas been done for the coming years.plans in place to preparethe budgets and financialprojections.Annual returns are prepared and sent to theCompany Registrar on time.Tax returns are prepared and send to theInland revenue.Proper analysis of financial performance interms of profitability, liquidity etc. cannot becarried out since CTA does not have keyrevenue sources, trade payable/ receivables,borrowings.26

Key focus areasOur ObservationRemarks, if anyMonitoring & ControlsHas CTA segregated the work among theThere is no such segregation in place.finance team members ensuring the smoothfinance functioning?Has any internal control mechanism been There is no proper internal control mechanismimplemented in order to mitigate any to mitigate frauds.foreseeable fraud?It is recommended toimplementaproperinternalcontrolmechanism immediatelyafter commencement ofCTA.Workshouldbesegregatedamongfinance team members tostrengtheninternalcontrols.27

2.2 Finance due diligence ConclusionAs per the company auditor’s, SJMS Association opinion, Cinnamon TrainingAcademy (CTA) has prepared its Financial Statements in accordance with the SriLanka Accounting Standards and as per the requirements of the Company’s ActNo 07 of 2007 with a true and fair view. CTA as an unquoted public limitedcompany does not have an obligation to publish the financial statements to thepublic. However the annual returns have been prepared and sent to theCompany Registrar on time, since incorporation.There have been no major transactions occurred since incorporation other thanthe purchase of land and revaluation of the land. At present CTA does not havemajor revenue sources and the other income is generated from the interest onfixed deposits on banks. The operating expenses include tax payments, auditfee, professional charges, bank charges and annual return fee.At present the major funding sources for CTA are as follows:United Industrial Development Organization (UNIDO) for the capacitybuilding and infrastructure developmentSri Lanka Government is funding for the construction of the academyUnutilized reserve fund of Rs 1.1 Mn donated by IFEAT during theTsunami Period28

Section 03:Annexure29

Annexure 01- Statement of Comprehensive 2006/07-------Interest on Firewood sale-10,000-----Total ,945Less: Operating 308,42710,446Gain on revaluation33,055,840------Total IncomeRevenueOther IncomeLess: Income tax expenseProfit for the yearOther comprehensiveincomeEPS30

Annexure 02- Statement of Financial , Plant and EquipmentInvestmentCurrent AssetsIncome tax assetCash at bankOther 1,900,00010,4361,157,4533,067,889Accrued ExpensesBank OverdraftIncome tax ,00018,6586,010(998)Total 506,9743,072,901Total assetsEquity and LiabilitiesShareholder EquityStated CapitalRetain ProfitRevaluation ReverseTsunami FundTotal EquityCurrent LiabilitiesTotal equity and liabilities31

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Section 01 - Legal Due Diligence 04 1.1 Purpose of Legal Due Diligence 05 1.2 Conclusion 1 4 Section 02 - Finance Due Diligence 1 5 2.1 Purpose of Finance Due Diligence 1 6 2.2 Conclusion 2 8 Annexure 2 9 Annexure 01 - Statement of Comprehensive Income 30 Annexure 02 - Statement of Financial Position 31

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