By Indika Sakalasooriya
Dhammika Perera and Nimal Perera, probably the most dynamic figures in the country’s recent business history, are planning to consolidate control in Hayleys Plc through some stern, yet controversial decisions in the coming few months, Mirror Business learns.
“Hayleys has been run by a Trust throughout. But as majority stakeholders, we have decided to put an end to this. We have lost our patience over the unprogressive manner in which the company is being run presently,” Nimal Perera, Director of Hayleys, Managing Director of Royal Ceramics and the party acting along with Dhammika in the Hayleys mandatory offer said.
The so called ‘Independent Directors’ sitting in the Hayleys board have prevented the company progressing to the next level, and now since Dhammika and Royal Ceramics own over 30 percent of the company, they have decided to end these directors’ unwanted interventions, Nimal Perera added.
“The Hayleys Annual General Meeting (AGM) is due in June and we have decided not to vote for the re-election of three Independent Non Executive Directors,” he stressed.“According to our classification, none of them are ‘Independent’, as they have vested interests and are acting in conflict of interests. For example, one such director is in the board of another reputed apparel group. Hayleys is also in the textile business through MGT. So isn’t there a conflict of interest?” he questioned.
Perera also said, another director who is abroad most of the time, participates in board meetings over the telephone. “The company has to pay for two business class air tickets for him to be here and attend meetings every three months,” Nimal Perera pointed out.
It is learnt that whatever proposal Dhammika and Nimal present to the Hayleys board, are rejected by the three directors.
“For an example, we proposed to acquire a leisure company from the market under Hayleys Leisure, which will undoubtedly benefit the company. These directors stressed on various rigid procedures and we were unable to acquire it at last. If they are so concerned about procedures, why couldn’t they take any board level action against the Rs.600 million fraud that took place in MGT Knitting, which is dubbed as the biggest corporate fraud in the recent times? They simply want to keep Dhammika and myself out of the action,” Nimal Perera pointed out.
When asked whether the duo will get the required backing to prevent the directors getting re-elected, Perera said that all the Executive Directors, including the Hayleys Chairman Mohan Pandithage are with them. “Up to now, we have not objected or overruled any of the decisions by these directors. We have run out of patience. I don’t think anybody would challenge our leadership in the company, as we are the major shareholders. All Hayleys subsidiaries work closely with us. Once these three directors leave the Hayleys board, we will appoint real Independent Directors, who will strive for the company’s progress,” Perera said.
The present Director board of Hayleys comprises of Mohan Pandithage, L.K.B Godamune, M.R Zaheed, A.m Senaratne, Dhammika Perera, Nimal Perera and S.C Ganegoda. When inquired how confident are they in acquiring 51 percent or the controlling stake of Hayleys Nimal Perera said, “Well, during the course of time, we’ll be able to get to that point. In fact, we are not bothered about it since we are the largest stakeholders in the company”.
Dhammika Perera acting in concert with RCL, triggered the Takeovers and Mergers code in Hayleys, crossing the 30 percent threshold, in the latter part of January, 2011. However, the subsequent mandatory offer by Dhammika and RCL at Rs.380 to acquire the remaining shares of the company was accepted by only a handful of Hayleys shareholders amounting to 0.1 percent.
The director board, following a report by an Independent Advisor ruled out the offer saying the price was ‘unattractive’. “This decision was taken at a secret board meeting that excluded us. They didn’t at least have the courtesy to inform us,” Perera lamented.
Heyleys Plc was considered a conglomerate inaccessible to outsiders, due to actions by its former Chairmen. Up to now, Jayasundera Trust remains the second largest shareholder of the company holding just over 11 percent, while internal arrangement ESOP owns a 9% stake, as at December 31, 2010.
Founded in 1878 as Chas P. Hayley & Company, Hayleys is described as one of the largest Sri Lankan conglomerates. Its portfolio of globally competitive core businesses includes global markets and manufacturing, agriculture and agri business, transportation and infrastructure and consumer products and leisure. Hayleys also accounts for 2.45% of Sri Lanka’s export income.
source - www.dailymirror.lk
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