university tress ric Contents
Mission Statement 2
Corporate Objectives 2
Corporate Profile 3
Corporate Information 4
Directors, Officials and Professional Advisers 5
Notice of Annual General Meeting 6
Financial Highlights 7
Board of Directors 8
Chairman's Report 9
Directors' Report 12
Report of the Audit Committee 20
Report of the Independent Auditors to the Members of University Press Pic 21
Statement of Accounting Policies 22
Profit and Loss Account for the Year Ended 31 March 2012 24
Balance Sheet as at 31 March 2012 25
Statement of Cash Flows for the Year Ended 31 March 2012 26
Notes to the Financial Statements 27
Statement of Value Added for the Year Ended 31 March 2012 37
Five Year Financial Summary 3 8
Performance Indicators 39
Share Capital History 40
Bonus History 41
Important Notice on Revalidation of Shareholders' E-dividend Mandate 42
E-Dividend Detachable 43
E-ShareNotifier 44
Proxy Form 46
Annual Report & Accounts 2012 university tress ric
To be the leading knowledge-based Company leveraging on technology, value-driven services and educational products, and a well- motivated staff to deliver superior returns on investment to all stakeholders while impacting positively on the society
(1) Improve the quality and speed of action in all aspects of our operations. (2) Achieve and sustain superior customer satisfaction and market leadership through high quality and long-lasting products and services. (3) Improve the quality of professionalism and productivity of staff. (4) Achieve and sustain superior financial returns through an increasing market share. (5) Evolve a dynamic corporate culture and a winning attitude among staff. (6) Create an environment of mutual respect, frankness and trust; an environment where initiative and performance are recognized and rewarded. (7) Allow market needs to determine our choice of products and services. (8) Develop and sustain the knowledge and love of our products among the staff. (9) Be driven by the zeal to do the right thing at the right time for our customers, our company (employer) and our country. (10) To be technology-driven in all aspects of our operations.
Annual Report & Accounts 2012 university rress ric Corporate Profile
University Press Pic was founded in 1949 under the name Oxford University Press, Nigeria and has grown to become one of the oldest and most experienced Publisher in Nigeria.
At incorporation as a public limited liability company in 1978, the Company's name was changed to University Press Limited with an authorised share capital of 8,000,000 ordinary shares of 50k each, which has since grown to 500,000,000 in 2001. The paid-up share capital of the Company is N215,704,750 made up of 431,409,500 shares as at 31st March, 2012. The Company was quoted on the Nigerian Stock Exchange on 14th August, 1978.
The Company has an effective coverage of the country and the West African sub-region through the strategic location of its area offices, depots, showrooms and a number of representatives in major towns, cities and nationwide and in Accra, Ghana. The Company, commonly known as "the foremost publishers', has its Head office at Three Crowns Building, Jericho, Ibadan. The main warehouse, which is reputed to be one of the largest in tropical Africa, is also located in Ibadan.
The Company is engaged in the business of printing, publishing and selling of books in the areas of educational and general titles. Sound and successful lines have been developed for the Pre-primary, Primary, Secondary, Tertiary, General and Creative writing series and Teaching/learning aids. University Press Pic has also been a major distributor of World Bank Titles for several years.
The general policies of the Company and strategic direction are determined by a competent Board which is a mixture of Executive and Non-Executive Directors who are well experienced in various walks of life. The implementation of such policy is effected through a team of vibrant managers assisted by staff with skills in different fields.
In recognition of the quality of her products and services in the publishing industry, the Company has won several awards such as:
Nigerian Bookfair Trust: In May 2011, the Company won the Award of Recognition for sharing the vision of Nigerian Bookfair Trust and supporting the growth of the annual Nigerian International Bookfair.
Pearl Sectoral Leadership (Printing and Publishing) Award: In 2011,2010,2008,2007 and 2006, the Company won the award in printing and publishing sector of the Nigerian Stock Market.
West Africa Institute of Direct Marketing Award: The Company was given this award as the West Africa Best Books and Educational Materials Producers of the year in 2007.
The World Bank Best Overall Performance Award (African Region): This was won by the Company in 2005, 2006,2007 and 2008.
Nigerian Publishers' Association Fellowship Award: In 1991, the Company won the award for its great contribution to the publishing industry in Nigeria.
Concord Press Award: The Company won the Concord Press Award for two consecutive years in 1984 and 1985 in Academic Publishing before the organizers discontinued giving the award.
The Nigerian Stock Exchange Merit Award: The Company won the merit award twice in 1986/87 and 1999 for high quality and best Annual Account Presentation.
Most Valuable Employer Award: The Company won the award in 1996 by the Nigerian Social Insurance Trust Fund in recognition of its prompt and total compliance with the rules and regulations of the Fund.
Annual Report & Accounts 2012 university tress ric Corporate Information
University Press Pic (rc. 25783) Three Crowns Building, Jericho, P M B 5095, Ibadan Tel: 02-8738896,07098823872 E-mail: [email protected], [email protected], Website: www.universitypressplc.com
NATIONAL SALES NETWORK
ABA CALABAR KANO MAKURDI 48, Faulks Road, 31, Chamley Street, Block No. AR/08/10, 12A, New Bridge Road Aba. South Calabar, Kabarin Raccah, Kano. Opp. United Bank for Africa Pic Tel: 07081049064 Calabar. Tel: 07081049068 Otukpo Road, Makurdi. Tel: 044 - 534919, 08129131063 Tel: 07081049064 08129131075 08129131082 08020521811,08129131077 LAGOS (ATEGUNLE) ABEOKUTA IBADAN 180, Kirikiri Road MINNA Olabisi Onabanjo Way University Press Pic Premises, Olodi-Apapa, Lagos 3 & 4, Bahago Plaza Road, Near Federal Medical Three Crowns Building, Tel: 08129131070 Tunga, Minna, Niger State. Centre Kemta, Idi-Aba Jericho, Ibadan 08020521807 Tel: 08129131056,08020521809 Abeokuta. Tel: 08033739486,08020521812 Tel: 07081049060 08129131071 IKORODU LAGOS (IKEJA) ONITSHA 134, Isawo Road, Opp. PHCN Plot 14, Block A No. 24 LIMCA Road Undertaking Owutu, Owutu, ABUJA Off ACME Road Onitsha. Ikorodu, Lagos State. Ogba Industrial Estate Kay's Plaza Tel: 07081049063 Tel: 07081049065,08129131080 Plot362, Obafemi Awolowo PMB 21523 Ikeja, Lagos. 08129131069 Tel: (01)4924490, 7753527, Way Cadastral Zone (B) OSOGBO 4, Jabi District, Abuja. 08020521807,08129131067 Tel: (09) 5234847, ILORIN Km 6, New Ikirun Road, 08033185676; 08020521809 No 342 Garin Alimi Road Opposite Royal Spring Hotel 08129131065 Delmut Motors Building LAGOS (YABA1 Tel: 08129131073 Opp. Horin Foundation Building 50, Cole Street, OWERRI Umar Saro, Lagos Road Off Mobo Street Plot 109, Ikenegbu Layout Garin Alimi Area, florin. Ojuelegba, Surulere, PMB 1370, Owerri. AKURE Tel: 07081049066 65, Oyemekun Road, Lagos. Tel/Fax: (083) 231595, Akure. 08129131072 Tel: 234-7081049063, 08020521805,08129131081 Tel: (034) 232183, 08129131068 07081049061 TPS 08129131064 Hallmark Shopping Plaza ZARIA 7/9, Lugard Road. MAIDUGURI Along Kano-Kaduna BENIN Tel: 08129131060 E110, Ramat Shopping Expressway, Opposite Jim 23, Siluko Road 08020521811 Complex Sir Kashim Ibrahim Harrison Hotel P O Box 713, Benin City. Way Maiduguri. P O Box 458, Zaria. Tel: 08033475262; 08129130980 KADUNA Tel: 07081049062,08129131074 08129131079 Islamiyya House, LL4 Yoruba Road, Off Ahmadu Bello Way, Kaduna. Tel. 08129131059 08129131076,07081049062
EXECUTIVE DIRECTOR (MARKETING/DISTRIBUTION) University Press PLC, Three Crowns Building, Jericho, Ibadan PMB 5095, Ibadan Tel: 08025016424, 07098823872, 02/8738896 Fax:(02) 2412056, E-mail:[email protected] [email protected]
Annual Report & Accounts 2012 university tress ric Directors, Officials and Professional Advisers
DrLalekanAre Chairman Mr Samuel Kolawole Managing Director Chief Oluneye B. Okuboyejo Director Mr Innocent C. Okorie Director Mallam Adamu A. Sufi Director Mr Moses O.Morawo Executive Director (Marketing / Distribution) Mr. Ganiyu A. Adebayo Executive Director (Finance) Mr. Obafunso Ogunkeye Director Arc. Ayodeji Olorunda Director Mr. Yomi Aremu Adewusi Director
COMPANY SECRETARY Olubunmi Olapoju (Mrs)
REGISTERED OFFICE Three Crowns Building Jericho, PM B 5095, IbadanTel: 02-8738896,07098823872 Website: www.universit5rpressplc.com
MANAGEMENT
SAMUEL KOLAWOLE Managing Director M.O. MORAW O Executive Director (Marketing/Distribution) G. A. ADEBAYO Executive Director (Finance) I. AKINSOLA General Manager (Product Development) F.O. BADEMOSI (MRS) General Manager (Publishing) O. OLAPOJU (MRS) Asst. General Manager (Company Secretary/Legal Adviser) A.O. MOHAMMED Principal Manager (National Field Operations) E.B. ADEWUYI Principal Manager (Field Operations - West) A. A. B ALOGUN Principal Manager (Internal Audit) G. A. FAKEMI Principal Manager (Distribution) B.SHABA Senior Manager (New Horizon Imprint) S. A. AJIBADE Senior Manager (Finance) A. OJERINDE Senior Manager (Production) P.O.OJO Head(Information Technology) O.T.JEGEDE Ag Head (Human Resources)
AUDITORS BANKERS REGISTRAR AND TRANSFER OFFICE BDO Professional Services Guaranty Trust Bank Pic (Chartered Accountants) Access Bank Pic WEMA REGISTRARS LIMITED ADOL House UBAPlc Plot 30, Oba Akran Avenue, 15IPM Avenue First Bank Pic Ikeja, Lagos P. O. Box 4929 Zenith Bank Pic PMB12964, Lagos Lagos, Nigeria Fidelity Bank Pic Skye Bank Pic Wema Bank Pic
Annual Report & Accounts 2012 university rress ric Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the 34th Annual General Meeting of members of UNIVERSITY PRESS PLC will be held at Kakanfo Conference Centre, 1 Nihinlola Street, Joyce B Road, Off Ring Road, Ibadan on THURSDAY, 27th September,2012,at 11.00 a.m. to transact the following business:
ORDINARY BUSINESS 1. To receive and adopt audited accounts for the year ended 31st March, 2012 together with the reports of the Directors, Auditors and Audit Committee thereon. 2. To declare a dividend. 3. To authorise Directors to fix the remuneration of Auditors. 4. To elect members of the Audit Committee. 5. To re-elect Directors, including Dr Lalekan Are who is above 70years.
SPECIAL BUSINESS 6. To approve the remuneration of Directors. NOTES (i) PROXY A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his place. A proxy form is supplied with the Notice. A proxy need not also be a member of the Company. Executed proxy forms should be deposited at the Office of the Registrar, WEMA Registrars Limited, Plot 30, Oba Akran Avenue, Ikeja, P M B 12964, Lagos, not later than 48 hours before the meeting.
(ii) AUDIT COMMITTEE Any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting.
(iii) CLOSURE OF REGISTER OF MEMBERS AND TRANSFER BOOKS The Register of Members and Transfer Books of the Company will be closed from Monday, 3rd September, 2012 to Thursday, 6th September, 2012 (both days inclusive), for the purpose of payment of dividend.
(iv) DIVIDEND WARRANTS If the dividend of 35k per share recommended by the Directors is approved by members at the Annual General Meeting, the dividend warrants will be posted or made available for collection on Thursday, 27th September, 2012 to all shareholders whose names appear in the Register of Members at the close of business on Friday, 31st August, 2012.
DATED THIS 29TH DAY OF JUNE, 2012
BY ORDER OF THE BOARD
Olubunmi Olapoju (Mrs) Company Secretary/ Legal Adviser Three Crowns Building Jericho, Ibadan.
Annual Report & Accounts 2012 university tress ric Financial Highlights
2012 2011 % Increase
N'000 N'000
2,082,124 Turnover 1,868,291 11% 343,512 Profit before taxation 326,631 5% (116,085) Taxation (115,256) 1% 227,427 Profit after taxation 211,375 8%
- Dividend declared (150,993) - 1,849,760 Capital employed 1,773,326 4% 52.72k Earnings per share 48.99k 8%
UNCLAIMED SHARE CERTIFICATES AND DIVIDEND WARRANTS
Some dividend warrants are yet to be presented for payment or returned to the Company for revalidation and some share certificates remain unclaimed by some members.
Members affected are hereby advised to write to the Company Registrar or call at the Company Registrar s office, WEMA REGISTRARS LIMITED, Plot 30, Oba Akran Avenue, Ikeja, Lagos, P M B12964, Lagos. Telephone 07028380379,01-7732181.
Members are also advised to take advantage of e-dividend for prompt receipt of their dividends. Shareholders who have completed the process should send their new account numbers to the Registrar. The company also needs your Tax Identification Number (TIN) to pay Withholding Tax on your dividend.
Annual Report & Accounts 2012 university tress ric Board of Directors
MR SAMUEL KOLAWOLE CHIEF OLUNEYE B. OKUBOYEJO MALLAM AD AMU A. SUFI Managing Director Director Director
MR GANIYU. A. ADEBAYO MR MOSES O. MORAWO Executive Director (Finance) Executive Director (Marketing /Distribution) DR LALEKAN ARE Chairman
MR INNOCENT C. OKORIE ARC. AYODEJIOLORUNDA MR OBAFUNSO OGUNKEYE MR YOMIAREMU ADEWUSI Director Director Director Director
Annual Report & Accounts 2012 university rress ric Chairman's Report To Shareholders at the 2012 Annual General Meeting (AGM)
Distinguished Shareholders,
Members of the Board of Directors, Ladies and Gentlemen, "Thef Board has I am very pleased to welcome you to the 34th Annual General Meeting proposed cash of our Company and to present to you the Annual Report and dividend of 35 kobo Financial Statements for the year ended 31st March, 2012. I will also per ordinary share" present to you the future outlook for our Company. Our Business/Operating Environment The very early part of the period under review (2011/2012) witnessed the Nigerian general elections. There was an increased production and export of the Nigerian Crude Oil due to relative peace and stability in the oil producing Niger Delta area of Nigeria as militancy was drastically reduced. This, coupled with favourable and stable oil price, ensured improved earnings from the oil sector. In spite of the effect of the global meltdown which although started in 2009 and was still being felt in 2011, Nigeria recorded a growth rate of over 5% in the year due to improved earnings from oil and other commodities in agriculture. Despite the notable increase in oil revenue and the stable macro-economic performance, external reserve oscilliated around $32.5 billion. It stood at $32.40 billion in January and closed at $32.61billion in December, 2011. Higher demand for foreign exchange by importers resulted in serious pressure on the country's external reserve. The Nigerian business environment is unfortunately still laced with daunting infrastructural challenges. Due to the persistent poor electricity supply, manufacturers and other businesses resorted to the use of very expensive alternative power which has greatly increased the cost of doing business. The bad condition of the roads has also compounded the problem. The lending rate was high and not business friendly. This, coupled with multiple tax system in operation, heightened the challenges of the business environment. The substantial removal of fuel subsidy in January 2012 further compounded the already tense business atmosphere bringing in its heels higher inflation rates hovering around 13 %. The security situation of the country has become very frightening. This has limited the movement of people, goods and services and by implication business transactions. This has obviously adversely affected our operations in some parts of the country. The Publishing Industry The publishing industry faced serious challenges in the period under review. The fuel subsidy removal in January, 2012 not only increased costs, the nationwide strike that followed it resulted in loss of earnings for us as Publishers. This is because the strike coincided with second term school resumption when publishers make good sales. AnnualeffectThtherefore increasins oReporten hampere boogk publisherinsecurit& Accountsd greatlyys ithan . Thth2012ne mose Northerimprovemen t othenr businespartt ionf performancsth concernse countr.y e Th understandablof eth operatione Northersn yo fzon hathede Companimorn the yeanegativyr werwasee university tress ric Chairman's Report
due to bulk purchase by the Federal Government which were distributed to those areas. As businessmen, it is our responsibility to continue to surmount these challenges in order for us to move forward. Operating Result/Company Performance Our key objectives for the year 2011/2012 financial year were to position your Company as the publishing institution of choice in Nigeria and other West African countries, to further improve the quality of products and services to our various stakeholders and promote a culture of good Corporate Governance standard within the organization. Although we faced difficult challenging circumstances that could have hindered the attainment of our goals/ objectives during the reporting year, I am delighted to inform you that our Company delivered a good performance in all parameters in the year under review, compared to the previous year. We increased the Company's turnover by 11% from Ml.868 billion in 2011 to M2.082 billion in 2012, while the profit before tax increased to N343.5m from N326.6m in 2011, the profit after tax increased from N211.4m in 2011 to N227.4m in 2012. For the first time in the history of the Company, we hit the two billion naira turnover.
Dividend In view of our improved performance and our commitment to deliver optimal returns to our Shareholders, the Board of Directors is recommending for your approval dividend payment of ML50.993m (2011 M150.993m.) which is an equivalent of 35kobo dividend per share. In recommending the dividend however, the Board recognizes the significance of having reasonable reserves to support the growth of the Company. The dividend shall be payable at the appropriate rate to all Shareholders recorded in the Register of Members as at close of business on Friday, 31st August, 2012. I want to use this medium to enjoin all our Shareholders to take advantage of the e- dividend option in order to reduce the incidence of unclaimed dividend to its bearest minimum.
Capital Expenditure A total of N70.3m was spent on the acquisition of fixed assets during the period under consideration. This was spent on the purchase of motor vehicles, equipment and buildings. Human Resources We have always acknowledged the importance of our staff's contribution to the continuing success of the Company. They are the driving force of the Company without which the success we are celebrating today would not have been possible. We will continue to invest in our people by training and retraining them to prepare them for the challenges ahead and to position them to compete effectively in the emerging business terrain. On behalf of members of the Board of Directors, I like to appreciate the Management and the entire staff for their loyalty, dedication to duty, cooperation, diligence and above all, for delivering a good performance in a highly competitive, very tough and challenging environment. Future Outlook Fellow Shareholders, I want to re-assure you that despite all the gloom in the business environment, your Company is well-positioned to face the challenges of the future and come out stronger as it has the human capital, latest information technology, wide distribution network facilities and experience to do so. The Board and Management are committed to continually delivering quality products/services and returns to all our stakeholders. We will also continue to improve on our
Annual Report & Accounts 2012 university rress ric Chairman's Report
internal efficiencies, and seek innovative ways to meet the needs of our various customers. I am therefore confident that next year will be better than the one under review. We will leave no stone unturned to ensure this. The Company will partner with government and government agencies to produce vocational rich curriculum textbooks that meet up with the practical requirements of employments which will make our youths (young graduates) less The Board and dependent and transform them into young entrepreneurs and innovators. Management are committed to International Financial Reporting Standards (IFRS) continually delivering The Company commenced the kick off of the migration to the International quality products/ Financial Reporting Standards early last year and has completed the services and returns conversion process from the Nigerian GAAP under the Financial Reporting to all our Council of Nigeria to the International Financial Reporting Standards. The stakeholders. Company's 2012 first quarter unaudited report to be submitted to The Company will partner with The Nigerian Stock Exchange will be government and government published under the International Financial Reporting agencies to produce vocational Standards. The Non-Executive Directors, Members of the rich curriculum textbooks that Audit Committee, together with top Management staff meet up with the practical received training on the International Financial Reporting requirements of employment Standards which is expected to assist them in their duties.
Appreciation On behalf of the Board of Directors, I wish to express our sincere appreciation to our esteemed Shareholders for their support and confidence reposed in us to continue to serve you. I also wish to thank all our numerous customers worldwide for their immeasurable loyalty and patronage over the years. In reciprocation of this good gesture, the Board and Management is committed to continually delivering quality products/services to all our customers and keep our promise to the Shareholders in ensuring that their investment yields maximum returns. Finally, I wish to thank my colleagues on the Board for their continued support and invaluable contribution towards the success and growth of the Company; the Audit Committee members, our bankers and the External Auditors - Messrs BDO Professional Services for their interest and great support. We wish you all safe journey to your various destinations. Thank you for listening.
Dr. Lalekan Are Chairman Thursday, September 27th, 2012.
Annual Report & Accounts 2012 university r ress r ic Directors' Report Cont'd
The Directors have the pleasure to present to members of the Company this Annual Report together with the audited financial statements for the year ended 31st March, 2012.
1. REVIEW OF OPERATIONS The improved quality of our products and aggressive marketing strategies have continued to impact on our results despite the harsh economic environment. The following is a summary of the operating results.
2012 2011 % Increase N'000 N'000 Turnover 2,082,124 1,862,291 11% Operating profit 323,885 289,141 12% Profit before taxation 343,512 326,631 5% Taxation (116,085) (115,256) 1% Profit after taxation 227,427 211,375 8%
2. DIVIDEND Mallam Adamu A. Sufi Director The Directors recommend to the Shareholders, Mr Moses O. Morawo Executive Director a dividend of 35k (2011 - 35k) per ordinary share (Marketing/Distribution) subject to withholding tax which is payable on 27th Mr Ganiyu A. Adebayo Executive Director September, 2012. (Finance) Mr Obafunso Ogunkeye Director Arc. Ayodeji Olorunda Director 3. LEGAL FORM Yomi Aremu Adewusi Director The Company is a Public Limited Liability Company listed on The Nigerian Stock Exchange. It (ii) In accordance with clause 90 of the Company's commenced operations in Nigeria as a branch of Oxford University Press in 1949 and it assumed its Articles of Association, Dr Lalekan Are, a Director, present form upon incorporation in 1978. will retire by rotation. Dr Lalekan Are attained the age of 70 years on 2nd December,2003. By the 4. PRINCIPAL ACTIVITIES AND BUSINESS combined provisions of Clause 90 of the Articles of REVIEW Association and Sections 252 and 256 of the The Company is engaged in the business of Companies and Allied Matters Act, CAP C20 Laws publishing, sales and distribution of educational of the Federation of Nigeria, 2004, he is eligible for books and materials. The Company intends to carry re-election; and being eligible, offers himself for re- on fulfilling its objectives as stated in its election. memorandum of association. (iii) In accordance with Clause 90 of the Company's 5. PROPERTY, PLANT AND EQUIPMENT Articles of Association, Mr Innocent C. Okorie, and Movements in property, plant and equipment of the Arc. Ayodeji Olorunda will retire by rotation and Company are as shown in Note 8 to the financial being eligible, offer themselves for re-election. statements on page 30. In the opinion of the directors, the market value of the Company's property is not less than the value shown in the financial statements. The net book value of property, plant and INTEREST OF DIRECTORS IN SHARES equipment decreased from Nl,064,364,000 in year The interest of Directors in the Issued Share Capital 2011 to ^fl,019,540,000 in year 2012. of the Company as recorded in the Register of Members and/or notified by the Directors for the 6. DIRECTORS purpose of section 275 of the Companies and Allied (i) The names of the Directors who served during Matters Act, CAP C20 Laws of the Federation of the year and at the date of this report are as Nigeria, 2004 and disclosed in accordance with the follows: listing rules of The Nigerian Stock Exchange as at DrLalekanAre - Chairman 31st March, and 28th June, 2012 are as follows: Mr Samuel Kolawole - Managing Director Chief O.B. Okuboyejo is the beneficial owner of Chief Oluneye B. Okuboyejo - Director 139,771 units of ordinary shares held by Mr Innocent C. Okorie - Director
"to Annual Report & Accounts 2012 university rress ric Directors' Report Cont'd
Direct Indirect Total % Holdings As at 31st As at 28th As at 31st As at 28th As at 31st As at 28th As at 31st As at 28th March 2012 June 2012 March 2012 June 2012 March 2012 June 2012 March 2012 June 2012
Dr Lalekan Are 27,014,619 27,014,619 - - 27,014,619 27,014,619 6.26 6.26
Mr Samuel Kolawole 661,776 661,776 - - 661,776 661,776 0.15 0.15
Mr M.O. Morawo 810,635 810,635 - - 810,635 810,635 0.19 0.19
Mr Innocent C. Okorie ------
Chief O.B. Okuboyejo 412,765 412,765 139,771 139,771 552,536 552,536 0.13 0.13
Mallam Adamu A. Sufi 43,200 43,200 - - 43,200 43,200 0.001 0.001
Mr Ganiyu A. Adebayo 217,077 217,077 - - 217,077 217,077 0.05 0.05
Mr Yomi A. Adewusi 124,416 124,416 - - 124,416 124,416 0.03 0.03
Mr Obafunso Ogunkeye 47,112 47,112 - - 47,112 47,112 0.01 0.01
Arc. Ayodeji Olorunda 168,228 168,228 - - 168,228 168,228 0.04 0.04
Adebukunola Investment Limited. None of the (iii) applicable accounting standards are followed; Directors has notified the Company, for the (iv) suitable accounting policies are used and purpose of Section 277 of the Companies and Allied consistently applied; Matters Act, CAP C20 Laws of the Federation of (v) judgement and estimates made are reasonable Nigeria, of any declarable interest in contracts with and prudent; and which the Company is involved as at 31st March 2012. (vi) the financial statements are prepared on an ongoing concern basis unless it is inappropriate to presume that the Company will continue in 8. RESPONSIBILITY OF DIRECTORS business. In accordance with the provisions of Sections 334 and 335 of the Companies and Allied Matters Act, CAP C20 Laws of the Federation of 9. ACQUISITION OF OWN SHARES Nigeria, the Directors are responsible for the The Company did not purchase any of its own preparation of the financial statements which shares during the year. give a true and fair view of the state of affairs of the Company as at the end of the financial year and of 10. RECORD OF DIRECTORS' ATTENDANCE its results for that period and comply with the In accordance with section 258 (2) of the Companies and Allied Matters Act, CAP C20 Laws Companies and Allied Matters Act, CAP C20 of the Federation of Nigeria. Laws of the Federation of Nigeria 2004, the These responsibilities include ensuring that: Record of Directors' attendance at Directors' (i) adequate Internal Control procedures are meetings during the financial year under review instituted to safeguard assets, prevent and is set out overleaf. detect fraud and other irregularities; (ii) proper accounting records are maintained;
Annual Report & Accounts 2012 university r ress r ic Directors' Report Cont'd
BOARD AND AUDIT COMMITTEE MEETINGS HELD
AGM. BOARD AND AUDIT COMMITTEE MEETINGS HELD IN THE YEAR 2011/2012 S/N TYPES OF MEETING DAY MONTH YEAR 1. Board Meeting 23 June 2011 2. Audit Committee Meeting 22 June 2011 3. Board Meeting 28 September 2011 4. Audit Committee Meeting 26 September 2011 5. Annual General Meeting 29 September 2011 6. Board Meeting 07 December 2011 7. Audit Committee Meeting 06 December 2011 8. Board Meeting 08 March 2012 9. Audit Committee Meeting 07 March 2012
MEMBERS ATTENDANCE -BOARD MEETINGS FOR THE YEAR 2011/2012
S/N NAME PRESENT ABSENT
1. Dr Lalekan Are 4 -
2. Samuel Kolawole 4 -
3. Oluneye Okuboyejo 4 -
4. Mallam Adamu Sufi 4 -
5. Innocent Okorie 4 - 6. Moses O. Morawo 3 1
7. Ayodeji Olorunda 4 -
8. Yomi Adewusi 4 -
9. Obafunso Ogunkeye 4 -
10. Ganiyu A. Adebayo 4 -
MEMBERS ATTENDANCE -AUDIT COMMITTEE MEETINGS FOR THE YEAR 2011/2012
S/N NAME PRESENT ABSENT
1. Dr Olubunmi Koyejo 4 -
2. Mr O. A. Akintobi 4 - 3. Mr J. G. Adeyemi 3 1
4. Chief O. B. Okuboyejo 4 -
5. Mr Y.A. Adewusi 4 -
6. Mr I. C. Okorie 4 -
11. ANALYSIS OF ORDINARY SHAREHOLDINGS AS AT 31 MARCH, 2012 11.1 Analysis by Nationality
Shareholders 2012 2011 No. of Shares % No. Of Shares % Nigerians 391,738,657 90.81 394,842,907 91.53 Oxford University Press, U.K. 39,670,847 9.19 36,566,597 8.47 431,409,504 100 431,409,504 100
"to Annual Report & Accounts 2012 university r ress r ic Directors' Report Cont'd
11.2 Range Analysis Share Range No. of No. of Holdings Percentage of Shareholders Shareholdings 1 -1,000 3,161 1,557,509 0.36 1,001 - 5,000 4,231 9,670,215 2.24 5,001 -10,000 1,026 7,403,715 1.72 10,001 - 50,000 1,726 37,141,944 8.61 50,001 - 100,000 331 23,506,832 5.45 100,001 - 500,000 339 70,171,732 16.27 500,001 - 1,000,000 47 31,515,865 7.31 1,000,001 - 5,000,000 42 87,835,291 20.36 5,000,001 - 10,000,000 6 46,489,261 10.78 10,000,001 - 2,000,000,000 6 116,117,140 26.92 TOTAL 10,915 431,409,504 100.0
11.3 Major Shareholdings According to the register of members, the following shareholders of the Company held more than 5 % of the issued share capital of the Company as at 31st March, 2012: Holdings % of Holding
1. Oxford University Press, U.K. 39,670,847 9.19 2. Cashcraft Asset Mgt Ltd. 35,646,378 8.26 3. DrLalekanAre 27,014,619 6.26
12. DONATIONS Donations made during the year under review amounted to N6,845,000 (2011 - N6,165,871), details of which are stated below. No donation was made to any political organization. Beneficiaries N Ekiti State Ministry of Education 1,000,000.00 Oyo State Government 2,000,000.00 Nigerian International Book-Fair Trust 325,000.00 All Nigerian Conference of Principal of Secondary Schools 410,000.00 Society for Development in Africa 50,000.00 Nigerian Publishers Association 2,000,000.00 Mathematical Association of Nigeria 210,000.00 Science Teachers Association of Nigeria 305,000.00 Sponsorship of Physically Challenged Athletes 80,000.00 Nigerian Bar Association 465,000.00 TOTAL 6,845,000.00
"to Annual Report & Accounts 2012 university r ress r ic Directors' Report Cont'd
13 EMPLOYMENT AND EMPLOYEES External Auditors of the Company. A resolution will be 13.1 Employment of Physically Challenged Persons proposed at the Annual General Meeting to authorize It is the policy of the Company that there should be no the Directors to determine their remuneration. discrimination in considering applications for 17. CORPORATE GOVERNANCE employment including those who are physically The Company is committed to the principle of best challenged. All employees whether physically practice in Corporate Governance which aims at ensuring challenged or not are given equal opportunities to integrity, openness, credibility, transparency and develop. As at 31st March, 2012 the Company has no staff accountability in all facets of its business. The Board is of with physical disability (March 2011: nil). the opinion that University Press PLC has in all material 13.2 Health, Safety at Work and Welfare of Employees respects complied with the requirement of Securities And Health and safety regulations are in force within the Exchange Commission (SEC) Code of Corporate Company's premises and employees are aware of Governance during the year of reporting. Each Director existing regulations. Employees are adequately insured has signed an undertaken to comply with the said code. against occupational and other hazards. The Company In conformity with the Code of Best Practice in Corporate provides subsidies to all levels of employees for Governance, the Company has put the following in place medical, transportation, housing and other needs. amongst several others: 13.3 Employee Involvement and Training (a) A Board of Directors comprising ten (10) The Company is committed to keeping employees fully members, three (3) Executive and seven (7) Non- informed, as much as possible, regarding their Executive Directors whose individual performance and progress and seeking their views background, experience and expertise enable wherever practicable on matters which particularly them fully appreciate the oversight functions of affect them as employees. the Board. The Board meets quarterly. University Press Pic believes that its employees must, (b) All directors are aware that they may take at all times, possess the right knowledge, skills and independent professional advice at the expense abilities to play key roles in its corporate success. The of the company in furtherance of their duties. Company seeks to improve the capacity of its staff to They all have access to the services of the perform optimally, with a view to keeping abreast of company secretary who is responsible to the current developments in our industry. During the year Board for ensuring that corporate governance under review, training was carried out at various levels through in-house and external courses. matters are complied with. (c) The offices of the Chairman and Managing 14. POST BALANCE SHEET EVENTS Director/Chief Executive are separate and There are no post balance sheet events, which could have distinct. The Chairman is primarily responsible had a material effect on the state of affairs of the Company, for providing overall leadership and direction for as at 31st March, 2012 and the profit for the year ended on the Board and the Company whilst the Managing that date, which have not been adequately provided for Director is responsible for the running of the or disclosed in these financial statements. business and implementation of board strategy 15. AUDIT COMMITTEE and policy. The Managing Director is assisted in In accordance with the provisions of Section 359 (3)& (4) the day-to-day management of the business of of the Companies and Allied Matters Act, CAP C20 Laws the company by the Executive Management of the Federation of Nigeria, 2004, the Audit Committee Committee which comprises all Executive which was elected at the last Annual General Meeting Directors and two General Managers. The EXCO comprising three (3) Non-Executive Directors and three meets on a regular basis as the need arises. (3) Shareholders' Representatives, functioned effectively (d) Shareholders Regulation during the year under review. The Board of University Press PLC places The Committee was chaired by a member representing the considerable importance on effective shareholders. The functions of the Committee are as communication with its shareholders. It ensures provided in Section 359 (6) of the Companies and Allied that the rights of shareholders are protected at all Matters Act, CAP C20 Laws of the Federation of Nigeria, times. Adequate informations/notice of 2004. The Committee met four times during the year meetings are disseminated to the shareholders under review. regularly. Attendance at the AGM is open to 16. AUDITORS shareholders or their proxies and proceedings at BDO Professional Services (External Auditors) have the meeting is usually monitored by indicated their willingness to continue in office as representatives of The Nigerian Stock Exchange
Annual Report & Accounts 2012
"to university rress ric Directors' Report Cont'd
• Periodic review of human resource policies as it affects the staff. from the Board of Directors, the • Performance appraisal, remuneration and Company has the following decision-making disciplinary cases in relation to senior staff. Committees: The Executive Directors do not sit in the committee when THE OPERATIONS COMMITTEE their remunerations are to be considered. The operations committee comprises three (3) Non The following are the committee members Executive Directors and three (3) Executive Directors. (i) Mr O.Ogunkeye - Chairman This committee is responsible for: (ii) Mr I. C.Okorie ; the Company's strategic objective and (iii) Chief O. B. Okuboyejo (iv) Mr Samuel Kolawole (v) Mr M.O.Morawo (vi) Mr G.A. Adebayo Establishing priorities and allocating resources to Attendance at meetings during the year ended 31st • the various segments of the Company operation. March, 2012 is set out below. Review and advise the Board on major investment • and proposals by Management Director 20th June 26th Sept. 6th Dec. 6th March Regularly reviewing the business strategy of the 2011 2011 2011 2012 • company. Mr O.B. Ogunkeye P P P P Mr I.C. Okorie The following are the committee members: P P P P Chief O.B. Okuboyejo Mallam Adamu Sufi. - Chairman P P P P (i) Mr Samuel Kolawole Arc. A. Olorunda P P P P Mr Y. A. Adewusi Mr M.O. Morawo AWA P P P Mr G.A. Adebayo (iv) Mr Samuel Kolawole p P P P Mr M.O.Morawo Mr G.A.Adebayo RISK MANAGEMENT COMMITTEE The committee is comprised of three (3) Non Executive Directors and three (3) Executive Directors. The committee oversees: Director 21st June 27th Sept. 5th Dec. 5th March 2011 2011 2011 2012 • The Company's risk management framework. • Review the Company's risk management policy Mallam Adamu Sufi p p p p including risk appetite and risk strategy. Arc. A.O. Olorunda p p p p • Review the adequacy and effectiveness of risk Mr Y.A. Adewusi p p p p management and controls. Mr Samuel Kolawole p p p p • Management's process for the identification of Mr M.O. Morawo AWA p p p significant risks across the Company and the Mr G.A. Adebayo p p p p adequacy of prevention, detection and reporting mechanisms. ESTABLISHMENT AND REMUNERATION • Periodic review of changes in the economic and business environment of the Company. COMMITTEE The following are the committee members: The Committee is comprised of three (3) Non Executive Directors and three (3) Executive Directors. The (i) Mr Y. A Adewusi - Chairman (ii) Mr O.Ogunkeye The Company's (iii) Arc. A. Olorunda • Staff matters in (iv) Mr Samuel Kolawole . staff. (v) Mr M.O.Morawo Training of Board members and senior (vi) Mr G.A.Adebayo staff. comm Make recommendation on < structure ittee was set up in 2011 and it had only one • for Executive Directors. meeting in the year. The Committee is expected to meet quarterly henceforth.
Annual Report & Accounts 2012 r^v university r ress r ic Directors' Report Cont'd
SUCCESSION AND NOMINATION COMMITTEE 1. Donation to Oyo State Government: The committee comprises of Non Executive Directors. The The Company in its bid to identify with the plight committee is responsible for: of the host community made a donation of N2m • Developing a written, clearly defined and towards the reconstruction of bridges/roads transparent procedure for appointment to the which were damaged during the flood disaster Board of Directors. which occurred in Ibadan on 26th August, 2011. • Considers whether nominees for the position of 2. Donation to Ekiti State Ministry of Education directors are fit and are proper persons that have The University Press PLC is a staunch supporter the required skill, experience and integrity to be of sound education in schools. It will partner with on the Board of the Company. government and government agencies in raising • Ensuring that newly appointed directors are the standard of education in the host community. properly inducted on the key functions of the It made a donation of Nlm towards the operations of the Company. sponsorship of Ekiti State Education Summit 2011. • Ensuring that the Board conducts a Board evaluation on an annual basis. 3. Donation to Nigerian Publishers Association The Nigerian Publishers Association is an The committee members are: umbrella body for all publishing companies (i) Chief O. B. Okuboyejo - Chairman nationwide. The UP PLC made a donation of N2m (ii) Mr O. Ogunkeye to the body towards the purchase of a befitting (iii) MallamAdamuSufi secretariat for the association. (iv) Mr I. C. Okorie The committee did not meet during the reporting period, The Company would continue to play its part in as the need for a meeting did not arise. the society as a responsible organization that cares for the well-being of people around it by 18. CORPORATE SOCIAL RESPONSIBILITY contributing positively to the social welfare of its University Press PLC did not reduce its commitment to operating environment. Other Corporate Social the socio-economic progress of both its host communities Responsibilities underway include promoting and the society at large despite the tough operating reading culture among students through the environment. Voluntary donations and gifts were made donation of creative writing series to identified to identified institutions, charitable organizations and schools, and follow up to ensure that they are read persons to positively contribute to needs such as by the students. Prizes would however be given education, infrastructural development of host to the best students to encourage reading habit community and athletics. The major activities carried among the students. out by the Company are:
"to Annual Report & Accounts 2012 university rress nc • Directors' Report Cont'd
19. LIST OF MAJOR CUSTOMERS (BOOKSELLERS)
IBADAN ZONE 11. CSS Bookshop 3. Lord Bookshop MAKURDI/JOS ZONE 1. I. A. Alii, Ibadan (Agent) 12. Timothy Bookshop 4. Monday Bookshop 1. Richard Bookshop 2. Odusote Bookstores 13. Abikoye Bookshop 5. Akanni Bookshop 2. Anglican Dioceses Bookshop 3. Ogunwa Bookshop 14. Lagos Baptist Bookshop 6. Grace Bookshop 3. De-peace Bookshop 4. Temidire Bookshop 15. Abiodun Bookshop 7. De Brown Bookshop 4. Felixco Bookshop 5. Mosuro, The Booksellers Ltd. 16. The Book Company 8. Sunday Sunday Bookshop 5. Chidumartins Bookshop 6. Chris Ogboli 17. UniversityofLagosBookshop 6. Bencos Bookshop BENIN ZONE 7. Pages and Pearl Limited 18. Ohio Bookshop 7. Modern Bookshop 1. Mendel Bookshop 8. B&B Bookshop 19. Quest Procurement 8. A. Achison Bookshop 2. Good Customer 9. Ayomide Bookshop (Bookstand) 9. Almaz Book Centre 3. Pippah Bookshop 10. Adekoya Bookshop OWERRI ZONE 4. Aideyan Bookshop 11. Alasco Bookshop 1. Chief CU.Ubah Bookshop ABUJAZONE 5. Uzor Okpalla (Sales Agent) 12. EberuOluwa Bookshop 2. Daniel Harry (Sales Agent) 1. Emetex Bookshop 3. SamufEducationalB/shopLtd. 6. Uche Egbuche (Sales Agent) 13. Lawal& Sons Bookshop 2. Almaz Bookshop 7. Iketson Bookshop 14. Wonsebolatan Bookshop 3. Too Ventures ONITSH A ZONE 8. Pofors Bookshop 4. Alliance Bookshop 1. Progress Bookshop 9. Ambrose Alii University B/S ABEOKUTAZONE ZARIA ZONE 2. G.O Ugochukwu 10. Kenjines Bookshop 1. Joy & Crown Bookshop 1. Yemi Bookshop Bookshop 11. Chief Egwu (Sales Agent) 2. Dominion Bookstores Ltd. 3. Chief Egwu & Sons 2. Uba Achibi (Agent) 3. Kola Bookshop 3. Tala Harmony Bookshop Bookshop AKURE ZONE 4. Hyjon Bookshop 4. Aries Bookshop 1. Arowolo Bookshop 5. Garki ventures CALABAR ZONE 5. Tolux Bookshop 2. Hope and Faith Bookshop 6. Pelumi Bookshop 6. Fredo Bookshop 1. Brain Bookshop 7. Johnbosco Bookshop 3. Adusco Bookshop 7. Okunnowo Bookshop 2. Reachwell Bookshop 8. Evic Bookshop 4. Noble Bookshop 3. Umar Bookshop 8. Modupeola Bookshop 9. Coco Links Ent. Nig. Ltd. 5. OmedaBookshop Ondo 4. Adebayo Bookshop 9. AnuOluwapo Bookshop 10. KC Bookshop 6. Ileraloro Bookshop 10. Ti01uwani(Toni) Bookshop 5. The Book Company Ltd. 11. Tony Udegbu (Sales Agent) 7. Providence B/ S & Stationery 6. K.C. Bookshop 12. Mr Pat N.Umahi (Sales Agent) 8. Ejisco Bookshop LAGOSZONE 7. Ohio Bookshop 13. Uko E. Inyang (Sales Agent) 9. God's Will Bookshop (Agent) 1. Refeniss Bookshop 10. DFS Bookshop 2. U-Bosco Bookshop OSOGBO ZONE ABA ZONE 11. Bisi Bookshop 1. Oluwakemi Bookshop 3. Hymarco Books Ltd. 1. Chinwedu Bookshop 12. Dim's New Era Bookshop 4. Joint Heir Bookshop 2. C. U. Ubah 13. Lanryshine Bookshop 2. Adelad Bookstore 5. Gavik Bookshop 3. Sano (Sales Agent) 14. Lawrence Faleye (Agent) 3. Fola Bookshop 6. NuChrisson 4. Mutex Books & Stationery 7. Right Way Bookshop ILORIN ZONE KANO ZONE Store 8. Aroger Bookshop 1. Lara Bookshop 1. Jifatu Departmental Bookshop 5. Sambest Bookshop 9. Ndu Bookshop 2. Alliance Bookshop 2. Jakara Bookshop 6. Emma Bookshop 10. Comedy Bookshop 3. Zamani Bookshop
20. CUSTOMERS'AWARD Four customers emerged as the winners of our Booksellers' Award for Year2011/2012. Details are: Name Town Category of Award 1. UkoE.Iyang - Aba B 2. Mr I. A. Alii - Ibadan B 3. Mr Chris Ogboli - Ibadan D 4. Chief Egwu - Onitsha D
The award was instituted to recognise our customers (booksellers) who have contributed significantly to our sales.
BY ORDER OF THE BOARD
Olubunmi Olapoju (Mrs) Company Secretary/Legal Adviser Ibadan, Nigeria 28th June, 2012
Annual Report & Accounts 2012 r university rress ric Report of the Audit Committee
In accordance with the provisions of Section 359(6) of the Companies and Allied Matters Act, CAP C20 Laws of the Federation of Nigeria, 2004, we, members of the Audit Committee of University Press Pic, having carried out our statutory functions under the Act, hereby report that:
(a) The accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices.
(b) The scope and planning of both the External and Internal Audit programmes for the year ended 31st March, 2012, were adequate and reinforce the Company's internal control system.
(c) Having reviewed the External Auditors' findings and recommendations on management matters, we are satisfied with management responses thereon.
Finally, we acknowledge the cooperation of management and staff in the conduct of these duties.
Dr O. A. Koyejo Chairman, Audit Committee
27 June, 2012
MEMBERS OF THE AUDIT COMMITTEE
1. Dr O. A. Koyejo Chairman 2. Mr O. A. Akintobi Member 3. Mr J.G. Adeyemi Member 4. Mr I. C. Okorie Member 5. Chief O. B. Okuboyejo - Member 6. Mr Y. A. Adewusi - Member
Annual Report & Accounts 2012 university rress nc rce|juri ui me iMuejjenueni rvuuiLur^ To The Members of University Press Pic
Tel: +234 t 7941667, 7404787 ADOL House www.bdo-ng.com 15 IPM Avenue IBPO Central Business District Alausa, Ikeja P.O.Box 4929, GPO, Marina Lagos, Nigeria We have audited the accompanying financial statements of University Press Pic for the financial year ended, 31 March 2012, set out on pages 24 to 38, which have been prepared on the basis of significant accounting policies on pages 22 and 23 and other explanatory notes on pages 27 to 36.
Directors' responsibility for the financial statements 2. The directors are responsible for the preparation and fair presentation of these financial statements in accordance with Statements of Accounting Standards issued by the Financial Reporting Council of Nigeria and with the requirements of the Companies and Allied Matters Act, CAP C20 LFN, 2004. This responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whetherdueto fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances. Auditors' responsibility 3. Our responsibility is to express an independent opinion on the financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform our audit to obtain reasonable assurance that the financial statements are free from material misstatement. An audit involves performing procedures to obtain evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation and fair presentation of the financial statements 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimate made by the directors as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion 4. In our opinion, the financial statements give a true and fair view of the state of affairs of the Company's financial position as at 31 March 2012 in accordance with Statements of Accounting Standards issued by the Financial Reporting Council of Nigeria and the Companies and Allied Matters Act, CAP C20 LFN, 2004. Report on other legal requirements 5. The Companies and Allied Matters Act, CAP C20 LFN, 2004 requires that in carrying out our audit we consider and report to you on the following matters. We confirm that: i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit ii) in our opinion, proper books of account have been kept by the Company, and iii) the Company's balance sheet, and its profit and loss account are in agreement with the books of account BDO Professional Services ** t Lagos, Nigeria HMs^lS 80S R.-.f. >>..-. J. S<^IU.I 29 June, 2012 Chimnil^cgunEM 1s m mt of BD lnte n Limited BDO Professional Services, a firm of Chartered Accountants registered in Nigeria, * f >er , ° Iw?, r^t ' a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. Partners- M.Adegbola Adieun, Sanni A. Dosunmu, E, Olaseinde Olabisi, Olugbemlga A, Akibayo, Kamar 5alami, Tokunbo L, Oluyemi, Henry B. Ornodigbo 5 VAT Re? No:MCV/32/170585 RC No; 170585 Annual Report & Accounts 2012 fry university rress ric Statement of Accounting Policies
The following is a summary of the significant charges incurred to bring the materials accounting policies adopted by the Company in the to their location and condition. Goods in transit preparation of these financial statements. are valued at invoice prices together with other attributable charges. Adequate provision Basis of preparation of financial statements is made for obsolete, slow-moving or defective (a) The financial statements are prepared in items where appropriate. accordance with the historical cost convention Debtors as modified by the revaluation of certain property, plant and equipment. (g) Debtors are stated after specific provisions for debts considered Turnover doubtful of recovery. (b) Turnover is made up of net sales of books at Foreign currencies conversion invoiced values to third parties. (h) Transactions in foreign currencies are Property, plant and equipment converted to Naira at rates ruling at the date of the transactions. Assets and (c) Property, plant and equipment are stated at liabilities in foreign currencies are cost/valuation less accumulated depreciation. converted into Naira at the rates of Depreciation of property, plant and equipment exchange ruling at the balance sheet date. All differences arising on (d) Depreciation on property, plant and equipment conversion are charged or credited to is calculated to write off the cost/valuation of profit and loss account. property, plant and equipment on a straight line basis over the expected useful lives of the Income from investments assets concerned. The principal annual rates (i) Dividends are accounted for on the used for this purpose are as follows: basis of the amounts actually received during the year. Buildings :2% Printing equipment : 10% Employees' retirement benefits scheme Furniture, fixtures and equipment : 15 % (j) The Company operates a pension fund Computer equipment : 33| % and a gratuity scheme for the benefits of Other office equipment : 10 % its employees. Motor vehicles : 25 % (i) Pension scheme Depreciation is not provided on property, plant and The Company operates a defined equipment until they are brought into use. contributory staff pension scheme for its employees. The scheme, is Repairs and renewals funded by contribution from (e) Repairs and replacement parts are charged to employees at 8.33% of their the profit and loss account in the year in which pensionable emoluments (basic the costs are incurred. Renewals which salary, housing allowance, and constitute major overhauls or renovations are transport allowance) while the treated as additions to property, plant and Company contributes 12.67% of the pensionable emoluments. This is equipment. consistent with the provisions of the Stocks and work-in-progress Pension Reform Act, 2004. (f) Stocks which include bound books, unprinted papers and work-in-progress, are valued at (ii) Gratuity Scheme weighted average cost. Cost comprises The gratuity scheme is funded. Full suppliers' invoice prices and where provision is made in the accounts appropriate, freight, printing costs and other for liabilities due as at the balance
Annual Report & Accounts 2012 university rress ric Statement of Accounting Policies
sheet date in respect of employees' terminal Provisions gratuities based on qualifying years of (o) Provisions are recognised when the service and applicable emoluments in line Company has a present obligation, with Statement of Accounting Standard whether legal or constructive as a result (SAS) 8 and IAS 19. of a past event for which it is probable Investments that an outflow of resources embodying economic benefits will be required to (k) Quoted investments are valued at the lower of settle obligation and a reliable estimate cost and market value. The amount by which can be made of the amount of the cost exceeds market value is charged to the obligation in accordance with Statement income statement for the period. Realised gains of Accounting Standard (SAS) 23. and losses on disposal of quoted investments are taken to the income statement for the period of Cash and cash equivalents disposal. (p) For the purpose of the statement of Income tax cashflows, cash and cash equivalents comprises cash at bank and in hand, and (1) Income tax payable is provided on taxable profit short term deposits in the banks, all of at the current statutory rate. which are available for use by the Deferred taxation Company unless otherwise stated. (m) Differences in the recognition of items for Segment reporting accounting and tax purposes, is calculated using ff- the liability method. This represents taxation at (q) The Company's business segments that the current rate of corporate income tax on the are subject to similar risks and returns, difference between the depreciation charges in are presented by geographical locations the accounts and the capital allowances in accordance with Statement of claimable for tax. This is in accordance with Accounting Standard (SAS) 24. Statement of Accounting Standard (SAS) 19 on Comparative figures Accounting for Taxes. (r) Certain prior year account balances Dividend have been reclassified to conform with current year's classifications in (n) Dividend on ordinary shares is appropriated accordance with Statement of from retained earnings and recognised as a Accounting Standard (SAS) 2. liability in the period in which it is declared. Dividend that is proposed but not yet declared is disclosed in the notes to the financial statements.
Annual Report & Accounts 2012 Profit and Loss Account university tress ric For The Year Ended 31 March 2012
2012 2011 Notes N'000 N'000
Turnover 1 2,082,124 1,868,291 Cost of sales (997,912) (845,761)
Gross profit 1,084,212 1,022,530
Distribution expenses (290,791) (281,729) Administrative expenses (469,536) (451,660)
Trading profit 323,885 289,141
Other income 2 19,427 6,640 Exceptional item 3 36,554 343,312 332,335 Interest payable and similar charges 4 (9,174) (5,171) Provision for diminution in value of investments 12 (646) (533) Provision for diminution in value of investments no longer required 12 10,020
Profit before taxation 5 343,512 326,631 (116.085) (115,256) Taxation 6
227,427 211,375 Profit after taxation 19
52.72k 48.99k Basic earnings per 50k share 7
The accounting policies on pages 22 and 23 and notes on pages 27 to 36 form part of these financial statements. Auditors' report, page 21.
Annual Report & Accounts 2012 university rress ric Balance Sheet as at 31 March 2012
2012 2011 Non current assets Notes N'000 N'000 Property, plant and equipment 8 1,019,540 1,064,364
Current assets Stocks and work-in-progress 9 1,133,984 952,033 Trade debtors 10 91,827 75,770 Other debtors and prepayments 11 42,665 41,093 Investments 12 431 15,296 Short term deposits 75,473 100,420 Cash at bank and in hand 318.417 158.303 1,662,797 1,342,915
Current liabilities Trade creditors 285,522 88,712 Other creditors and accruals 13 327,497 292,944 Taxation 6(a) 158,999 186,764 772,018 568,420
Net current assets 890,779 774,495
Total assets less current liabilities 1,910,319 1,838,859 Provision for liabilities and charges Deferred taxation 6(e) (60,559) (65,135) Staff gratuities 14 (398)
Total net assets 1,849,760 1,773,326
Represented by: Share capital 15 215,705 215,705 Share premium 16 175,507 175,507 Capital reserve 17 1,442 1,442 Property, plant and equipment revaluation surplus 18 658,115 658,115 Revenue reserve 19 798,991 722,557
Shareholders' funds 1,849,760 1,773,326
The financial statements and notes on pages 24 to 38 were approved by the Board of Directors on 28 June 2012 and signed on its behalf by:
i) Dr. Lalekan Are Chairman
ii) Mr Samuel Kolawole Managing Director
The accounting policies on pages 22 and 23 and notes on pages 27 to 36 form part of these financial statements. Auditors' report, page 21.
Annual Report & Accounts 2012 Statement of Cash Flows university tress ric For The Year Ended 31 March 2012
2012 2011 Notes N'000 N'000 N'000 N'000 Cash flow from operating activities Cash received from customers 2,066,067 1,982,105 Payments to suppliers and employees (1,588,558) (1,520,881)
Input VAT - - Output VAT (226) (409) Tax paid 6(a) (148,426) (112,814)
Net cash provided by operating activities 20 328,857 348,001
Cash flow from investing activities Interest received 2 12,438 3,021 Dividend received 2 503 340 Proceeds from sale of property, plant and equipment 4,235 8,812 Purchase of property, plant and equipment 8(a) (70,356) (204,398)
Proceeds from sale of investments 10,483 -
Net cash used in investing activities (42,697) (192,225)
Cash flow from financing activities: Dividend paid 19 (150,993) (143,803)
Net cash used in financing activities (150,993) (143,803)
Net increase in cash 135,167 11,973
Cash at the beginning of the financial year 258,723 246,750
Cash at the end of the financial year 21 393,890 258,723
The accounting policies on pages 22 and 23 and notes on pages 27 to 36 form part of these financial statements. Auditors' report, page 21.
Annual Report & Accounts 2012 university tress ric Notes To Financial Statements For The Year Ended 31 March 2012
Turnover 1 (a) Turnover is derived from sales of printed books in and outside Nigeria. (b) Nigeria: Analysis by zones: 2012 2011 N'000 N'000 Western zone 702,102 842,404 Eastern zone 500,313 336,291 Northern zone 877,037 657,741 2,079,452 1,836,436 (c) Export sales 2,672 31,855 2,082,124 1,868,291
Analysis by operations; 2012 2011 N'000 N'000 (d) Sales of printed books 2,082,124 1,868,291
(e) Segment reporting Western Eastern Northern Export Total Zone Zone Zone Sales N'000 N'000 N'000 N'000 N'000 Turnover 702,102 500,313 877,037 2,672 2,082,124 Cost of sales (315,110) (230,144) (451,376) (1,282) (997,912)
Gross profit (2012) 386,992 270,169 425,661 1,390 1,084,212
Gross profit % (2012) 55 54 49 52 52
Gross profit (2011) 461,923 184,055 359,987 16,565 1,022,530
Gross profit % (2011) 55% 55% 54% 52% 55%
(f) Analysis by products; General Primary Secondary reference Total N'000 N'000 N'000 N'000 Turnover 1,400,380 629,457 52,287 2,082,124 Cost of sales f696.349) (278.598) f22.965) (997.912) Gross profit (2012) 704.031 350.859 29.322 1.084.212 Gross profit % (2012) 50 M 52= Gross profit (2011) 656.585 338.713 27.232 1.022.530 Gross profit % (2011) 55 54 54 55
Other income 2012 2011 N'000 N'000 2. Interest received 12,438 3,021 Dividend received 503 340 Sundry income 117 87 Profit on disposal of property, plant and equipment 3,594 2,802 Rental income - 323 Unclaimed dividend 986 Unrealised exchange gain 1,789 67 19,427 6,640
Annual Report & Accounts 2012 university rress ric Notes to Financial Statements Cont'd
Exceptional item 2012 2011 N'000 N'000 3. Exchange gain on debt recovered - 36,554
Exceptional item relates to exchange gain on debt recovered in 2011 on deposit for imports
Interest payable and similar charges 2012 2011 N'000 N'000 4. Bank charges 9,174 5,171
Profit before taxation 2012 2011 5(a) Profit before taxation is arrived at N'000 N'000 after charging: Directors' emoluments 29,308 26,447 Depreciation of property, plant and equipment 114,539 113,664 Staff pension 37,326 33,217 Realised exchange loss - 123 Retirement gratuities 20,011 32,744 Auditors' remuneration 3,200 2,000 and after crediting: Profit on disposal of property, plant and equipment 3,594 2,802 Unrealised exchange gain 1,789 67
(b) Emoluments of Directors 2012 2011 N'000 N'000 (i) The aggregate emoluments of the Directors are: Fees 1,440 1,420 Other emoluments including pension contributions 27,868 25,027 29,308 26,447 (ii) Chairman's emoluments (excluding pension contributions) totalled 240 240
2012 2011 (iii) Emoluments of the highest paid director N'000 N'000 (excluding pension contributions) amounted to 11,612 10,430
(iv) The table below shows the number of Directors (excluding the Chairman) whose remuneration (excluding pension contributions) in respect of services to the Company fell within the bands shown below:
Below Nl,000,000 6 6 N8,000,001 - N9,000,000 2 2 Above - N9,000,000 1 1 9 9
Annual Report & Accounts 2012 university rress ric Notes to Financial Statements Cont'd
(c) Staff numbers The average number of persons employed (excluding directors) in the Company throughout the year was as follows: 2012 2011 No. No. Human Resources 40 57 Finance 18 19 Publishing 34 30 Marketing and distribution 209 205 301 311
(d) Staff costs 2012 2011 N'000 N'000 Staff emoluments 235,782 212,055 Staff pension 37,326 33,217 Staff gratuity 20,011 32,744 293,119 278.016
(e) Employees' emoluments The table below shows the number of employees of the Company (other than directors) who earned over N200,000 during the year and which fell within the bands stated below: 2012 2011 No. No. N200,001 - N300,000 7 19 N300,001 - N400,000 38 45 N400,001 - N500,000 28 37 N500,001 - N600,000 90 93 N600,001 - N700,000 59 45 N700,001 - N800,000 23 21 N800,001 - N900,000 24 20 £#900,001 - £#1,000,000 3 2 Nl,000,001 - Nl,500,000 18 16 Nl,500,001 and above 11 13 Total 301 311
Taxation
6 (a) Per profit and loss account: 2012 2011 N'000 N'000 Income tax on profit for the year 111,523 76,676 Education tax 9,138 7,294 Prior years' under provision - Education tax - 183 120,661 84,153
Deferred tax (4,576) 31,103 116,085 115,256
Per balance sheet: 2012 2011 N'000 N'000 Opening balance - Income tax 179,147 204,841 - Education tax 7,617 10,584
186,764 215,425 Payments during the year - Income tax (141,132) (102,370) - Education tax (7,294) (10,444)
Annual Report & Accounts 2012 university rress ric Notes to Financial Statements Cont'd
Charge for the year - Income tax 76,676 - Education tax 7,294 - Prior years' under provision- Income tax - Prior years' (over)under provision - Education tax 183 Balance at the end of the year 186,764 (b) Income tax expense is the aggregate of the charge to the profit and loss account in respect of current income tax, education tax and deferred tax.
(c) The amount provided as Income Tax on the profit for the year has been computed on the basis of the income tax rate of 30% in accordance with CAP C21 LFN, 2004 (as amended).
(d) Provision for Education tax has been computed at the rate of 2% on the assessable profit in accordance with Education Tax Act CAP E4 LFN, 2004 (as amended).
2011 (e) Deferred taxation N'000 Balance at the beginning of the year 34,032 (Write back) /Provision for the year 31,103
Balance at the end of the year 65,135
(f) As a result of accelerated income tax capital allowances, the net book value of property, plant and equipment at the balance sheet date exceeded their corresponding tax written down value by N205,490,481 (2011: N218,511,803) a decrease during the year of N13,021,322 (2011: decrease of N189,447,335). A provision of N60,559,369 (2011: N65,135,636) has been made for the tax that will become payable in future periods upon reversal of this timing difference as depreciation charges exceeded capital allowances in these periods.
Basic earnings per ordinary share 2012 2011 '000 '000 7(a). Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue during the year.
Profit for the year attributable to shareholders N227,427 14211,375
Weighted average number of ordinary shares in issue (thousands) 431,410 431,410
Basic earnings per share (kobo) 52.72k 48.99k
Property. Plant and Equipment 8 (a) Property, plant and equijimen t comprise: Furniture, Land and fittings and Motor Cost/Valuation buildings equipment vehicles Total N'000 N'000 N'000 N'000 At 1 April 2011 803,912 184,554 449,792 1,438,258 Additions 12,689 9,954 47,713 70,356 Disposals - (1,388) (24,780) (26,168) At 31 March 2012 816,601 193,120 472,725 1,482,446 IA Annual Report & Accounts 2012 university rress ric Notes to Financial Statements Cont'd
Depreciation At 1 April 2011 220 96,516 277,158 373,894 Charge for the year 14,526 19,701 80,312 114,539 On disposals (1,309) (24,218) (25,527) At 31 March 2012 14,746 114,908 333,252 462,906
Net book values at 31 March 2012 N801,855 N78,212 N139,473 Nl,019,540 31 March 2011 N803,692 N88,038 N172,634 Nl,064,364
(b) Buildings were professionally valued by Messrs Diya, Fatimilehin & Co. (Estate Surveyors and Valuers) as at 31 March 1999 on the basis of their open market values. The revised value of the properties was N129,438,000 resulting in a surplus on revaluation of N125,666,740 which has been credited to the property, plant and equipment revaluation account.
(c) Land and buildings were again professionally valued by Messrs Jide Taiwo & Co (Estate Surveyors And Valuers) as at 6 April 2006 on the basis of their open market values. The total revised value of the properties was N221,000,000 resulting in a surplus on revaluation of N84,058,000 which has been credited to the property, plant and equipment revaluation surplus and which has increased the balance on property, plant and equipment revaluation surplus account to N209,725,000. However, the revaluation was not incorporated into the financial statements until 31 March 2008.
(d) Land and buildings in four locations were professionally valued by Messrs Jide Taiwo & Co (Estate Surveyors and Valuers) as at 31 March 2011 on the basis of their open market values. The total revised value of the properties was N665,842,000 resulting in a surplus on revaluation of N448,390,000 which has been credited to the property, plant and equipment revaluation surplus and which has increased the balance on property, plant and equipment revaluation surplus account to N658,115,000.
Stocks and work-in-progress 2012 2011 N'000 N'000 9 (a) Books 1,157,003 911,822 Provision for obsolete stocks (Note 9(b)) (43,973) (42,612) 1,113,030 869,210 Papers (Note 9(c)) 3,608 5,146 Work-in-progress 15,237 29,219 Goods-in-transit 47,508 Consumables 2,109 950 1,133,984 952,033
(b) Provision for obsolete stocks 2012 2011 N'000 N'000 Balance at the beginning of the year 42,612 38,468 Provision for the year 1,361 4,144 Balance at the end of the year 43,973 42,612
Annual Report & Accounts 2012 university rress ric Notes to Financial Statements Cont'd
(C) Papers Papers 4,962 6,500 Provision for obsolete stocks (1,354) (1,354) 3,608 5,146
Trade debtors 2012 2011 N'000 N'000 10(a) Trade debtors 99,664 79,810 Provision for doubtful debts (Note 10(b)) (7,837) (4,040) 91,827 75,770
(b) Provision for doubtful debts 2012 2011 The movement in provision for doubtful debt is as follows: N'000 N'000 Balance at the beginning of the year 4,040 4,018 Provision for the year 3,797 501
Bad debt written off - (479)
Balance at the end of the year 7,837 4,040
Other debtors and prepavments 2012 2011 N'000 N'000 11(a) Prepayments 7,537 6,960 Sundry debtors (Note 11(b)) 35,128 34,133 42,665 41,093
(b) Sundrv debtors 2012 2011 These comprise: N'000 N'000 Staff debtors 4,490 9,838 Recoverable workshop expenses 14,575 12,081 WHT Recoverable - 80 Miscellaneous debtors 26,509 21,609 45,574 43,608 Provision for doubtful debts (Note 11(c)) (10,446) (9,475) Balance at the end of the year (Note 11(a)) 35,128 34,133
(c) Provision for doubtful debts 2012 2011 The movement in provision for doubtful debt is as follows: N'000 N'000 Balance at the beginning of the year 9,475 12,237 Provision for the year 971 2,996 Bad debt written off - (5,758) Balance at the end of the year 10,446 9,475
Investments 2012 2011 N'000 N'000 12(a) These comprise: Quoted ordinary shares at cost (Note 12(c)) 14,027 38,266 Provision for diminution in value (Note 12(d)) (13,596) (22,970) 431 15,296
(b) Market value as at the end of the year 431 15,296
Annual Report & Accounts 2012 university rress ric Notes to Financial Statements Cont'd
(c) Movement in quoted investments 2012 2011 N'000 N'000 Balance at the beginning of the year 38,266 38,266 Disposal of investments (24,239) - Balance at the end of the year 14,027 38,266
(d) Provision for diminution in value 2012 2011 N'000 N'000 Balance at the beginning of the year 22,970 22,437 Provision for the year 646 533 Provision no longer required (10,020) Balance at the end of the year 13,596 22,970
Other creditors and accruals 2012 2011 N'000 N'000 13(a) Accruals and provisions (Note 13(b)) 190,765 212,888 Authors' production deposit 19,194 12,901 Deposit for shares - 2 Other suppliers 38,008 Staff incentive 21,926 29,208 Staff pension fund (Note 13(c)) 3,210 2,941 Other creditors 54,394 35,004 327,497 292,944
(b) Accruals and provisions 2012 2011 N'000 N'000 These comprise: Royalty payable 175,845 194,704 Provision for audit fees 2,940 3,204 Corporate social responsibility (Note 13(d)) 11,980 14,980 190,765 212,888
(c) Staff Pension Fund 2012 2011 N'000 N'000 Balance at the beginning of the year 2,941 6,210 Charge for the year 37,326 33,217 Payments during the year (37,057) (36,486) Balance at the end of the year (Note 13(a)) 3,210 2,941 Contribution to staff pension fund is payable to Pension Fund Custodian/ Administrator.
(d) Corporate Social Responsibility This represents 2% of the Profit Before Taxation and before provision for corporate social responsibility. 2012 2011 N'000 N'000 Balance at the beginning of the year 14,980 11,524 Amount utilised during the year (3,000) (3,796) Provision for the year - 7,252
Balance at the end of the year (Note 13(b)) 11,980 14,980
Annual Report & Accounts 2012 university rress ric Notes to Financial Statements Cont'd
Staff gratuities 2012 2011 N'000 N'000 14(a) Retirement gratuities Balance at the beginning of the year 398 74,181 Provision for the year 20,011 32,744 Payments to Fund Administrator (4,420) (98,519) Payments during the year (15,989) (8,008)
Balance at the end of the year - 398 (b) Retirement gratuities represent provisions for liabilities as stated in accounting policy(j)
Share capital
15(a) Authorised: 2012 2011 Number Value Number Value '000 N'000 '000 N'000 Ordinary shares of 50 kobo each 500,000 250,000 500,000 250,000
(b) Issued and fully paid Balance at the beginning of the year 431,410 215,705 359,508 179,755 Bonus issue (Note 19(b)) - - 71,902 35,950 Balance at the end of the year 431,410 215,705 431,410 215,705
Share premium 2012 2011 N'000 N'000 16. Balance at the beginning of the year 175,507 211,457 Bonus issue (Note 19(b)) (35,950) Balance at the end of the year 175,507 175,507
Capital reserve 2012 2011 N'000 N'000 17(a) Balance at the beginning and end of the year 1,442 1,442 (b) This represents 40% of profits retained on cessation of the Nigerian Branch of Oxford University Press. The amount is not remittable but is to be spent in Nigeria. Revaluation surplus 18. The movement in revaluation surplus is as follows: 2011 N'000 Balance at the beginning of the year 209,725 Revaluation surplus Transfer from property, plant and equipment - cost 434,151 14,239 - accumulated depreciation 658,115 Balance at the end of the year
Annual Report & Accounts 2012 university rress ric Notes to Financial Statements Cont'd
Revenue reserves 2012 2011 N'000 N'000 19(a) Balance at the beginning of the year 722,557 654,985 Dividend declared (150,993) (143,803) 571,564 511,182 Retained profit for the year 227,427 211,375 Balance at the end of the year 798,991 722,557
(b) At the Annual General Meeting held on 30 September 2010, it was resolved to capitalise N35,950,792 by way of transfer from share premium account of the Company as at 31 March 2010 to issue 71,901,584 ordinary shares of 50k each to shareholders whose names appear on the register of members at the close of business on 4 September 2010, in proportion of one (1) new bonus share for every five (5) existing shares previously held and that such new shares rank pari passu with the existing issued ordinary shares.
(c) On 29 September 2011 the shareholders declared a dividend of 35k per share amounting to N150,993,326 during the Annual General Meeting. The sum of N150,993,326 has been paid to the shareholders whose names were registered in the Company's register of members at close of business on 2 September 2011.
(d) For the current year, a dividend of 35k per 50k share held has been proposed. This is subject to shareholders' ratification. No provision would be made for dividend until ratification at the Annual General Meeting. The payment of this dividend is subject to withholding tax at appropriate rate.
Reconciliation of net profit to net cash provided by operating activities
20. 2012 2011 Note N'000 N'000 N'000 N'000 Profit after taxation 227,427 211,375 Adjustment to reconcile net income to net cash provided Depreciation of property, plant and equipment 8 114,539 113,664 Profit on disposal of property, plant and equipment 2 (3/594) (2,802) Loss on disposal of shares 13,756 Dividend received 2 (503) (340) Provision for diminution in value of investments 12 646 533 Provision no longer required 12 (10,020) Interest received 2 (12,438) (3,021)
Changes in assets and liabilities: 108,034 (Increase)/decrease in stocks and work-in-progress (181,951) 82,697 (Increase)/decrease in trade debtors (16,057) 72,317 (Increase)/decrease in other debtors (1,5721 4,465 increase m trade creditors 196,810 61,969 Increase/ (decrease) in other creditors 34,553 (121,515) (Decrease) / increase in taxation (32,341) 2,442 Decrease in gratuity (398) (73,783) 28,592 348,001
Annual Report & Accounts 2012 riiv university rress ric Notes to Financial Statements Cont'd
Reconciliation of cash 21. For the purpose of the statement of cashflows, cash comprises cash at bank and in hand and short term deposits. Cash at the end of the financial year as shown in the cashflow is reconciled to the related items in the balance sheet as follows:
2012 2011 N'000 N'000 Cash at bank and in hand 318,417 158,303 Short term deposits 75,473 100,420 393,890 258,723 Capital commitments 22. There were no commitments for capital expenditure at the balance sheet date (2011: Nil). Contingent liabilities 23 (a) No provision has been made in these financial statements for the potential capital gains tax of N65,811,500 (2011: N65,811,500) which would arise if the revalued property, plant and equipment referred to in note 8(d) above were disposed of at the enhanced value. It is however not the intention of the Board to dispose of these assets as they are required for the operations of the Company.
(b) There is contingent liability of N626,806,569 in respect of customer liability for guarantees with a commercial bank.
(c) Pending litigation There were contigent liabilities in respect of legal actions against the company, the monetary amount of which cannot be vividly quantified. No provision has been made in these financial statements in respect of the legal actions as the directors having taken legal advice, do not believe that any material liability will eventually be borne by the Company.
Related party transactions 24. No transactions have been entered into by the Company with any Director, officer or employee of the Company or with any party in which any Director or officer or employee of the Company has any material direct or indirect interest.
Post balance sheet events 25. No events or transactions have occurred since 31 March 2012 which would have a material effect upon the financial statements at that date or which need to be mentioned in the financial statements in order not to make them misleading as to the financial position or results of operations as at 31 March 2012.
Annual Report & Accounts 2012 university tress ric statement or value Added For The Year Ended 31 March 2012
2012 2011 N'000 % N'000 % Turnover 2,082,124 1,868,291 Bought in materials and services
- Local (727,612) (614,926) - Import (594,168) (529,883)
Value added 760,344 100 723,482 100
Value added as a percentage of turnover 37% 39%
Applied as follows:
To pay employees' salaries, wages and fringe benefits 293,119 39 278,016 38
To pay taxes to Government 116,085 15 115,256 16
To pay bank charges 9,174 1 5,171 1
To provide for maintenance of property, 114,539 15 113,664 16 plant and equipment Retained for Company's growth and to pay dividend to shareholders 227,427 30 211,375 29 760,344 100 723,482 100
Annual Report & Accounts 2012 Five-Year Financial Summary university tress ric Financial Statements, 31 March 2012
2012 2011 2010 2009 2008 N'000 N'000 N'000 N'000 N'000 Turnover 2,082,124 1,868,291 1,923,978 1,614,137 956,945
Profit before taxation 343,512 326,631 410,367 336,400 240,700 Taxation (116,085) (115,256) (133,544) (95,039) (77,186)
Profit after taxation 227,427 211,375 276,823 241,361 163,514
Dividend declared 150,993 143,803 119,836 104,856 44,938
BALANCE SHEET Property, plant and equipment 1,019,540 1,064,364 531,250 539,280 451,622 Current assets 1,662,797 1,342,915 1,490,953 1,209,694 962,350 Liabilities (832,577) (633,953) (764,840) (648,598) (450,101)
Total net assets 1,849,760 1,773,326 1,257,363 1,100,376 963,871
SHAREHOLDERS' FUNDS Share capital 215,705 215,705 179,753 149,795 149,795 Share premium 175,507 175,507 211,458 241,416 241,416 Capital reserve 1,442 1,442 1,442 1,442 1,442 Property, plant and equipment revaluation surplus 658,115 658,115 209,725 209,725 209,725 Revenue reserve 798,991 722,557 654,985 497,998 361,493
1,849,760 1,773,326 1,257,363 1,100,376 963,871
Basic earnings per share 52.72k 48.99k 77.00k 80.56k 64.13k
Net assets per share N4.29 N4.11k N3.49k N3.50k N3.22k
Declared dividend per share 35k 40k 40k 35k 30k
Note: Declared dividend represents the dividend proposed for the preceding year but declared in the current year.
Annual Report & Accounts 2012 university rress nc Performance Indicators
2000 1900 1800
1700 ^ ^
1600 — 1500 1400 1300 1200 1100 1000 900 800 700 600 500 400 300 200 100
2008 2009 2010 2011 2012
2008 2009 2010 2011
30k 35k 40k 35k ^^^ o o o o o o o o SJ o o o O J O O O o o O Earnings O sj o O sJ O O o o Per share O J o o o O a o 64.13k B 80.56k B 77.00k S 48.99k B 52.72k Ten Naira OneNaira TenKobo
Annual Report & Accounts 2012 university rress ric Share Capital History
The nominal value of the issued and paid up share capital of the Company as at 31st March, 2012 was £#215,704,750. The share capital had been progressively increased over the years as follows:
Authorised Share Capital Issued and fully paid Share Date Increased Capital Increased Consideration From To From To
Naira Naira Naira Naira
1978 4,000,000 4,000,000 4,000,000 4,000,000
1992 4,000,000 16,000,000 4,000,000 6,000,000 Scrip Issue (1 for 2)
1993 - - 6,000,000 12,000,000 Cash (Rights Issue)
1997 16,000,000 50,000,000 12,000,000 14,000,000 Scrip Issue (1 for 6)
1998 - - 14,000,000 22,821,398 Cash (Public Issue)
2000 - - 22,821,398 26,000,000 Cash (Public Issue)
2001 50,000,000 250,000,000 26,000,000 52,000,000 Cash (Rights Issue)
2003 - - 52,000,000 62,414,570 Scrip Issue (1 for 5)
2006 - - 62,414,570 74,897,483 Scrip Issue (1 for 5)
2008 - - 74,897,483 149,794,966 Cash (Rights Issue)
2009 - - 149,794,966 179,753,959 Scrip Issue (1 for 5)
2010 - - 179,753,959 215,704,750 Scrip Issue (1 for 5)
2011 - - 215,704,750 215,704,750 -
2012 - - 215,704,750 215,704,750 -
Annual Report & Accounts 2012 university rress ric Bonus History
S/NO YEAR END DATE ISSUED RATE 1. 31/03/1992 1992 lfor6 2. 31/03/1997 1997 lfor6 3. 31/03/2003 2003 lfor5 4. 31/03/2006 2006 lfor5 5. 31/03/2009 2009 lfor5 6. 31/03/2010 2010 lfor5
DIVIDEND PAY-OUT HISTORY AS AT 31ST MARCH
DIVIDEND DIV. PAY-OUT DATE DECLARED/ ISSUE NO YEAR END PER 50K SHARE DATE PAID
10 31/03/1990 15k 24/10/1990 11 31/03/1991 18k 15/10/1991 12 31/03/1992 10k 18/11/1992 13 31/03/1993 10k 17/11/1993 14 31/03/1994 05k 29/11/1994 15 31/03/1995 08k 18/10/1995 16 31/03/1996 10k 17/10/1996 17 31/03/1997 8.6k 25/09/1997 18 31/03/1998 10k 24/09/1998 19 31/03/1999 20k 23/09/1999 20 28/09/2000 25K 21/09/2000 21 31/03/2001 30K 27/09/2001 22 31/03/2002 15k 19/09/2002 23 31/03/2003 15k 09/10/2003 24 31/03/2004 20k 30/09/2004 25 31/03/2005 10K 29/09/2005 26 31/03/2006 25K 28/09/2006 27 31/03/2007 30K 27/09/2007 28 31/03/2008 35K 25/09/2008 29 31/03/2009 40K 24/09/2009 30 31/03/2010 40K 30/09/2010 31 31/03/2011 35K 29/09/2011
Annual Report & Accounts 2012 IMPORTANT NOTICE ON REVALIDATION OF SHAREHOLDERS' E-DIVIDEND MANDATE
As you are aware, the Central Bank of Nigeria (CBN) recently introduced the Nigerian Uniform Bank Account Number (NUB AN) in June 1,2011 for adoption by all clearing Banks in Nigeria. Consequent upon this, all shareholders' bank account details in the Registrar's database have become obsolete which would no longer be used for e-dividend payments. Thus, bank account- holders are urged to revalidate their e-dividend mandates in order to facilitate direct credit into their bank accounts as soon as dividends are due for payment.
Kindly cut off the e-dividend form at the back page or download it from our Registrar's website www.wemaregistrars.com, thereafter complete the form and forward to the address below for processing.
The Registrar Wema Registrars Limited Plot 30, Oba-Akran Avenue, Ikeja P.M.B. 12964, Marina Lagos
Also, shareholders who are yet to comply with the e-dividend initiative are advised to take advantage of this to avoid the likelihood of loss or delay in receiving their dividends entitlement subsequently.
Please note that failure to send accurate NUB AN information/ details may result in delay or non processing of your request by the Registrar.
Thank you. PJot 30, Oba Akran Avenue Ikeja, P.M.B. 12964 Marina, Lagos Tel: 0702 838 0379, 7732181 Wema Registrars Ltd. E-m ail: we mareg. anqu iry @ wernaba nk. com Website: www.wemaregistrars.com SHAREHOLDER'S DATA UPDATE FORM In our quest to update shareholder's data an our client company's register of members, we require your GSM number for individuals, Land Lire for Corporate Shareholders, your CSCS Account Number and Bank details to enable us effect payment of subsequent dividend and bonuses via our online e Bonus and e-Dividend Menus. This will enhance Safe and timely receipt of your entitlements as they fall due.
PLEASE COMPLETE IN BLOCK LETTERS Date (DD/MMfYYYY) SHAREHOLDER'S INFORMATION j Surname I Company's Name
Other Names (for individual shareholder)
Present Postal Address
City Slate Mobile (GSM) Phone Number
e-Mail Address
e-BONUS INFORMATION I/We hereby request that from now on, all my/our bonus shares dueto me/us from our holding(s) in all the companies ticked below be transferred to CSCS electronically Clearing House Number (e.g. C123456789AG) CSCS Account Number
Name of Stockbroker
e-DIVIDEND INFORMATION I Me hereby request that from now on. all my/our Dividend Warrants cue to me/us from our liolding(s) in ail I he companies ticked below be mandated to my/our Bank named below. Bank Name
Branch Address
Bank Account Number Bank Sort Code
Tick the name of the Company(ies) in which you have shares REGISTRARS USE ONLY - Account Number • A8PLAST PRODUCTS PLC • KOTCO ENERGY LTD. • ANTONIO OIL PLC • NIGERIAN WIRE & CABLE PLC • CROSS RIVERS STATE GOVT BOND. • OKITlPUPA Ol PALM PLC • ETERNA PLC • PROPERTYGATE DEV. & INV. PLC • GREAT NIGERIA INSURANCE PLC • UNIVERSITY PRESS PLC • IMPERIAL TELECOMS LTD. • WEMA BANK PLC • IMPRESIT BAKOLORI PLC • WEMA SECURITIES & FIN. PLC
COMPANY SEAL & INCORPORATION NJt/BER (corporate Applicant!
2 AUTHORISED SIGNATORIES AND STAMP OF BANKERS
PLEASE COMPLETE AND RETU3N TO WEMA REGISTRARS OR ANY WEMA BANK BRANCHES NEAREST TO YOU. \ WEMA
E-SHARE NOTIFIES* SUBSCRIPTION FORM
To: The Managing Director/CEO Wema Registrars Limited. Plot 30, Oba Akran Avenue, Ikeja P.M.B. 12964 Marina, Lagos Tick Name of Company Account No. Tel. 0702838379, 7732181 E-mail: [email protected] 1. Abplast Productd Plc Please fill the form and return to the address above 2. Antonio Oil PLC
3. Cross Rivers State Surname Government Bond Other Names 4. Eterna Plc Address 5. Great Nig. Insurance Plc
6. Imperial Telecomms Ltd.
Country 7. Impresit Bakolori Plc
Postal Code 8. Kotco Energy Ltd. Mobile Phone 9. Nigerian Wire and Cable Plc E-mail
Shareholder's Signature (Individual). 10. Okitipupa Oil Palm Plc
Joint Shareholder's /Company Signature 11. University Press Plc
12. Wema Bank Plc
13. Wema Securities and Finance Plc
Company Seal. University Press PLC Three Crowns Building, Jericho, P.M.B 5095, Ibadan ...theforemost publishers
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For further information, please contact: Cull Lit r Language Principal Manager (National Field Operations) • 08020521810 UterutuiT Manager, Trade - 08020521902 Tbca're Trade Officer (West) -08055115023 Trade Officer (Lagos) -08129131044 Zonal Coordinator (Onitsha) - 07081049065 (Please tear off and complete) I/We of Being a member/members of University Press Plc hereby appoint of or failing him, the Chairman of the meeting as my/our proxy to act and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Kakanfo Conference Centre, 1 Nihinlola Street, Joyce B Road, Off Ring Road, Ibadan, on Thursday, 27th September, 2012 at 11.00a.m. and at any adjournment thereof. As witness my/our hands this day of 2012. Signed ***Please indicate with "X" in the appropriate space how you wish your votes to be cast on the resolutions set out below. Unless otherwise instructed, the proxy will vote or abstain at his/her discretion.
PROPOSED RESOLUTION ORDINARY BUSINESS Resolution No. For Against 1. To receive and adopt the audited accounts for the year ended 31st March, 2012 and the reports of the Directors, Auditors and Audit Committee thereon. 1 2. To declare a dividend. 2 3. To authorise Directors to fix the remuneration of Auditors. 3 4. To elect members of the Audit Committee. 4 5. To re-elect Directors 5 Dr Lalekan Are (above 70 years) 5(a) Mr I.C. Okorie 5(b) Arc. Ayodeji Olorunda 5(c) SPECIAL BUSINESS 6. To approve the remuneration of Directors. 6
NOTES: (i) THIS PROXY FORM SHOULD NOT BE COMPLETED AND RETURNED IF THE MEMBER WILL BE ATTENDING THE MEETING. (ii) A member (shareholder) entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy in his stead. All proxies should be deposited with the Registrar of the Company not less than 48 hours before the time of holding the meeting. A proxy need not be a member of the Company. (iii) In case of joint shareholders, any of such may complete the form but the names of all joint shareholders must be stated. (iv) If the shareholder is a corporation, this form must be under its common seal or under the hand of some officers or attorneys duly authorised on his/its behalf. (v) Provision has been made on this form for the Chairman of the meeting to act as your proxy, but if you wish, you may insert in the blank space on the term (not marked) the name of any person, whether a member of the Company or not, who will attend the meeting and vote on your behalf instead of the Chairman of the meeting. (vi) It is a requirement of the law under Stamp Duties Act1990, Laws of the Federal Republic of Nigeria, that any instrument of proxy, to be used for the purpose of voting by any person entitled to vote at any meeting of shareholders must bear a stamp duty not adhesive postage stamps. (vii) Shareholders or their proxies are requested to sign the Admission Card before attending the meeting.
Before posting the above card, tear off this part and retain it to gain entrance at the meeting.
ADMISSION CARD Please admit to the Annual General Meeting of University Press PLC to be held at Kakanfo Conference Centre, 1 Nihinlola Street, Joyce B Road, Off Ring Road, Ibadan, on Thursday, 27th September, 2012 atll.00a.m
Name of Shareholder Surname Other Names Acct.No
Signature of Person Attending. 3U3H CHOJ QN003S
Please affix postage stamp
The Registrar WEMA Registrars Limited Plot 30, Oba Akran Avenue, Ikeja P. M. B. 12964, Lagos
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Visit our Head office at Three Crowns Building, Jericho, Ibadan Hurry or call any of the following numbers: Idris - 08023579906 Bayo - 08020521812 Peter - 08020521809 tVrst-come, Aliyu - 08020521810 Gilbert - 08020521813 UU1VC1 911JT J. 1CM J. 11. Notes
Annual Report & Accounts 2012 Notes uiuvciMiy ricss rii.
Annual Report & Accounts 2012 UU1VC1 911JT J. 1CM J. 11. Notes
Annual Report & Accounts 2012 Notes uiuvciMiy ricss rii.
Annual Report & Accounts 2012