Annual Report 31 March 2018 Flour Mills of Nigeria Plc Annual Report for the Year Ended 31 March 2018 Index
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Flour Mills of Nigeria Plc Annual report 31 March 2018 Flour Mills of Nigeria Plc Annual report for the year ended 31 March 2018 Index The reports and statements set out below comprise the annual report presented to the members: Index Page Report of The Directors 2 Directors' Responsibilities in Relation to the Financial Statements 12 Audit Committee Report 13 Independent Auditor's Report 14 Consolidated and Separate Statements of Financial Position as at 31 March 2018 20 Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income 21 Consolidated Statement of Changes in Equity for the year ended 31 March 2018 22 Separate Statement of Changes in Equity as at 31 March 2018 23 Consolidated and Separate Statements of Cash Flows 24 for the year ended 31 March 2018 Notes to the Annual Report for the year ended 31 March 2018 25 Other National Disclosures 107 - Consolidated and Separate Statements of Value Added 108 - Five Year Financial Summary 110 Flour Mills of Nigeria Plc Annual report for the year ended 31 March 2018 Board of Directors, Officers and Other Corporate Information Directors John G. Coumantaros (Chairman) (U.S. Citizen) Dr. (Chief) Emmanuel A. Ukpabi (KJW) (Vice- Chairman) Paul Miyonmide Gbededo (Group Managing Director) Alhaji Abdullahi A. Abba Prof. Jerry Gana, CON Alfonso Garate (Spanish) Alhaji Rabiu M. Gwarzo, OON Ioannis Katsaounis (Greek) Thanassis Mazarakis (Greek) Atedo N.A Peterside, CON Foluso O. Philips Alhaji Y. Olalekan A. Saliu Folarin R. A. Williams Mrs Salamatu Hussaini Suleman Secretary Joseph Odion Umolu Company registration number RC 2343 Date of incorporation September 29, 1960 Independent Auditors KPMG Professional Services KPMG Tower Bishop Aboyade Cole Street Victoria Island Lagos Registered office / Business address 1, Golden Penny Place, Wharf Road Apapa, Lagos Registrars and Transfer office Atlas Registrars Ltd 34 Eric Moore Road, Iganmu, (Bagco Building) P.O.Box 341, Apapa, Lagos Bankers Access Bank Plc Skye Bank Plc Citibank Nigeria Limited Stanbic IBTC Bank Plc Diamond Bank Plc Suntrust Bank Limited Ecobank Nigeria Limited Union Bank of Nigeria Plc Fidelity Bank Plc United Bank for Africa Plc First Bank of Nigeria Limited Wema Bank Plc First City Monument Bank Zenith Bank Plc Guaranty Trust Bank Plc Heritage Bank Plc Providus Bank Limited 1 Flour Mills of Nigeria Plc Annual report for the year ended 31 March 2018 Report of The Directors 1. Accounts The Directors are pleased to present the annual report together with the audited consolidated and separate financial statements of the Company and its subsidiaries (together, “the Group”) for the year ended 31 March, 2018. 2. Legal form The Company was incorporated in Nigeria on 29th September, 1960 as a private limited liability company and converted to a public liability company in November, 1978. The shares are currently quoted on the Nigerian Stock Exchange. 3. Principal activities The Group is primarily engaged in flour milling; production of pasta, noodles, edible oil and refined sugar; production of livestock feeds; farming and other agro-allied activities; distribution and sale of fertilizer; manufacturing and marketing of laminated woven polypropylene sacks and flexible packaging materials; operation of Terminals A and B at the Apapa Port; customs clearing, forwarding and shipping agents and logistics. 4. Results Group Company 31-Mar-18 31-Mar-17 31-Mar-18 31-Mar-17 N '000 N '000 N '000 N '000 Revenue 542,670,409 524,464,448 389,397,836 375,225,284 Operating profit 48,422,925 41,439,897 29,284,977 29,948,911 Profit before taxation 16,541,767 10,472,847 14,153,983 10,979,579 Profit for the year 13,615,774 8,836,452 9,244,729 9,829,046 Total comprehensive income for the year 13,048,227 9,598,943 8,783,629 10,473,401 5. Dividend The Directors are pleased to recommend to shareholders at the forthcoming annual general meeting the declaration of a total of N4.10 billion (2017: N2.62 billion) representing a dividend of N1.00 (2017: N1.00) per ordinary share of 50 kobo each. This dividend, if approved, is subject to deduction of appropriate withholding tax. 6. Directors and directors' interests The names of Directors who are currently in office are detailed on page 1. In accordance with the Company’s Articles of Association, the following Directors retire and, being eligible, offer themselves for re-election at the next Annual General Meeting: Retiring by rotation: Mr. John Coumantaros Dr. (Chief) Emmanuel A. Ukpabi Prof. Jerry Gana, CON Mr. Alfonso Garate No Director has an interest in contracts with the Company. 7. Directors' interests in shares The Directors’ interests in the issued share capital of the Company as recorded in the Register of members and/or as notified by them for the purpose of Section 275 of the Companies and Allied Matters Act,Cap C20 Laws of the Federation of Nigeria, 2004 are as follows: Interests in shares 31-Mar-18 31-Mar-17 Director Direct Indirect Direct Indirect Alhaji Abdullahi A. Abba 12,343 - 12,343 - Dr. (Chief) Emmanuel A. Ukpabi (KJW) 6,554,665 - 4,194,986 - Paul Miyonmide Gbededo 2,720,109 - 1,667,370 - Prof. Jerry Gana, CON 68,750 - 44,000 - Ioannis Katsaounis 3,241,950 - 2,570,765 - Folarin R. A. Williams 30,082 - 30,082 - Atedo N.A Peterside, CON - 2,500,000 - 2,500,000 Alhaji Rabiu M. Gwarzo, OON 199,722 - 199,722 - Alhaji Y. Olalekan A. Saliu 1,668,985 - 1,608,985 - Foluso O. Philips - - - - Alfonso Garate - - - - Mrs Salamatu Hussaini Suleman - - - - 8. Profile of Directors seeking re-election The profile of Directors seeking re-election at the Annual General Meeting. 2 Flour Mills of Nigeria Plc Annual report for the year ended 31 March 2018 Report of The Directors Mr. John G. Coumantaros Mr. Coumantaros with over 30 years’ experience in international trade, logistics, manufacturing, and industry was appointed to FMN’s Board as a non-executive Director in 1990. He served as a Non-Executive Vice Chairman of the Company since 2012 before his present appointment as Chairman of FMN Board of Directors on 10th September 2014. He graduated from Yale University with a B.A. Degree in History in 1984. He also sits on the Board of the Oxbow Carbon LLC, a leading international energy company and is a director of ELBISCO a fast-moving consumer food business in Athens, Greece. Mr. John Coumantaros is passionately dedicatd to the economic development of Nigeria and welfare of Nigerians. He is an avid protagonist of the FMN mantra "Feeding the Nation ... everyday" in the evolution of FMN through its Golden Penny Food Brands as one of the leading fast moving consumer food companies and largest agro-allied concerns in Nigeria and in Africa. Dr. (Chief) Emmanuel A. Ukpabi (KJW) Chief Ukpabi was the Group Managing Director, Flour Mills of Nigeria Plc from January 2002 to 31st March, 2013 when he retired and was elevated to the position of Non-Executive Vice Chairman. Chief Ukpabi studied at the University of Ibadan and proceeded to the University of Nigeria, Nsukka where he obtained a Bachelor’s Degree in Chemistry (1970). He further studied at Ashridge Management College and attended Advance Management Programme of the Lagos Business School in 1996 as well as IESE Management Programme, Spain in 1998. He also participated in a good number of technical and management training programmes in the UK, USA and Switzerland. Chief Ukpabi, a recipient of a number of awards, including a Doctor of Science Degree Honoris Causa, by Lautech University, Ogbomoso, Osun State, Nigeria in 2008. Chief Ukpabi is a knight of John Wesley and a Fellow of the Nigerian Institute of Marketing; Nigerian Institute of Management and Nigerian Institute of Food Science and Technology. Prof. Jerry Gana, CON Professor Jerry Gana (a Commander of the Order of the Niger), graduated from Ahmadu Bello University, Zaria in 1970 with a B.A. (Hons) degree, (Upper Division) in Geography, and proceeded to the University of Aberdeen, Scotland, for an M.sc Course in Rural Resources Planning, leading to a Ph.D thesis on Market Place Systems and Rural Development in 1974. He further obtained a Certificate in Education from the University of London, and taught at Ahmadu Bello University from 1974 to 1986, rising to the post of Professor in 1985. He was appointed to FMN's board as a non-executive director on 13th March 2013. Prof. Jerry Gana has served the nation in various capacities with distinction. These include: Senator of the Federal Republic; Consulting Director of the Directorate of Food, Roads and Rural Infrastructure (DFRRI); Chairman of MAMSER; Minister of Agriculture and Natural Resources; Information and Culture; Cooperation and Integration in Africa; and Information and National Orientation. He is presently the Pro-Chancellor and Chairman of Council of the University of Lagos, UNILAG. Mr. Alfonso Garate Mr. Alfonso Garate joined the Board of Flour Mills of Nigeria Plc. as a Non-Executive Director on Wednesday 11th March 2015. He holds a Bachelor of Economics and Business Administration Degree from University Pontificia Comillas – ICADE, Madrid, Spain (1992) and attended Harvard Business School – Advanced Management Program (2009). He is also an alumnus from IMD (International Institute for Management Development) Business School of Post Graduate Studies in Lausane, Switzerland (2005-2007). A very experienced professional in business development in emerging markets with strong capabilities in general management, business strategy, corporate finance, structured finance and international trading and shipping. 9. Directors' Responsibilities The Directors are responsible for the preparation of financial statements which give a true and fair view in accordance with International Financial Reporting Standards (IFRSs) and in the manner required by the Companies and Allied Matters Act of Nigeria, Cap C20 Laws of the Federation of Nigeria 2004 and the Financial Reporting Council of Nigeria (FRCN) Act.