2010 Annual Report
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ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2010 RC. 61123 8 Ideas Opportunit ies Wealth 1 Content Pages Corporate Information 2 Notice of Annual General Meeting 3 Chairman's Statement 4-7 Board of Directors Pictures 8-9 Corporate Governance Report 10-20 Directors' Report 21-24 Statement of Directors' Responsibilities 25 Report of the Audit Committee 26 Report of the Independent Auditors 27-28 Statement of Significant Accounting Policies 29-33 Profit and Loss Account 34 Balance Sheet 35 Cash Flow Statement 36 Notes to the Financial Statements 37 - 46 Statement of Value Added 47 Five year Financial Summary 48 Proxy Form 49 Mandate Form 50 Notes 51-52 Annual Report & Consolidated Financial Statements For the Year Ended 31 December 2010 2 Corporate Information Company Registration No. RC 611238 Registered Office: 11, Alfred Rewane Road, Ikoyi, Lagos, Nigeria. Board of Directors: Prof. Mrs. Ndi Okereke-Onyiuke, OON Chairman Mr. Nicholas Okoro, GMD/CEO Otunba Funso Lawal, OON Mr. Adegboyega Olulade Dr. Olusegun Salako (representing Nashville Capital Partners) resigned March 2011 Dr. Julius Kpaduwa (representing Nashville Capital Partners) appointed March 2011 Olorogun O’tega Emerhor, OON Mr. Kayode Fasola Mr. Femi Otedola (resigned February 2011) Mr. Emmanuel Nnorom (resigned April 2011) Mr. Tony Elumelu, MFR (appointed April, 2011) Chief O.B. Lulu-Briggs (alternate Chief Mrs. Seinye O.B. Lulu-Briggs) Alhaji Mohammed Nasir Umar Auditors: PricewaterhouseCoopers Chartered Accountants Plot 252E Muri Okunola Street Victoria Island, Lagos. Bankers: UBA Plc Zenith Bank Plc First Bank of Nigeria Plc Union Bank of Nigeria Plc Intercontinental Bank Plc Wema Bank Plc Skye Bank Plc Unity Bank Plc Company Secretary: Mrs. Helen Iwuchukwu 11, Alfred Rewane Road, Ikoyi, Lagos Registrars: Afribank Registrars 2A, Gbagada Expressway Anthony Village, Lagos Annual Report & Consolidated Financial Statements For the Year Ended 31 December 2010 3 NOTICE IS HEREBY GIVEN that the 5th Annual General Meeting of Transnational Corporation of Nigeria (Transcorp) PLC will be held on Thursday the 15th day of September 2011. at the Transcorp Hilton Hotel, No 1, Aguiyi Ironsi Street, Maitama, Abuja, FCT at 11.00am for the transaction of the following business: Ordinary Business To receive and consider the audited accounts for the year ended 31 December, 2010 and the report of the Directors, Auditors and Audit committee thereon. To re-elect the retiring directors. To confirm the appointment of Mr. Tony Elumelu, MFR and Dr. Julius Kpaduwa to the Board of Directors. To fix the remuneration of the directors. To re-appoint the Auditors To authorize the Directors to fix the remuneration of the Auditors. To elect members of the Audit committee Dated this 28th day of July, 2011 By order of the Board HELEN IWUCHUKWU (MRS) Company Secretary 11, Alfred Rewane Road Ikoyi,Lagos. Proxies A member of the company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not to be member of the Company. A proxy for an organisation may vote on a show of hand and on a poll. To be valid, executed forms of proxy should be deposited at the registered office of the Company or with the Registrars not less than 48hours before the time of holding the meeting. Notes: Audit Committee In accordance with section359(6) of the Companies and Allied Matters Act, CAP C20 LFN 2004, a shareholder may nominate another shareholder for appointment as member of the audit committee by giving notice to the company secretary at least 21days before the Annual General Meeting. Closure of Register and Transfer Books Notice is hereby given that, the Register of Members and Transfer Books will be closed from the 31st of August, 2011 to the 15th September, 2011 both days inclusive. Annual Report & Consolidated Financial Statements For the Year Ended 31 December 2010 4 Dear Shareholders, In 2010, Transnational Corporation had its second consecutive year of growth. Our revenues were stable and we have taken concrete steps to improve profitability in the coming years. Importantly, for the first time since the company became listed on the Nigerian Stock Exchange, the Board and management were able to focus more on our business without the distractions of previous years. This is a testimony to the internal cohesion and dedication of the Board and management, as well as the effectiveness of strategies adopted to address the key concerns of all the stakeholders. We will build on this to deliver on your (Shareholders’) expectations towards gaining your confidence and support. Financial Performance Review Fellow shareholders, despite the difficult operating environment and many challenges faced by the company in Year 2010, we managed to improve upon the performance of the previous years and your company is gradually moving towards realising the values in its brand proposition with a view towards delivering superior financial returns to its stakeholders. The company recorded gross revenues of N2.38 billion as against N2.79 billion in 2009, a marginal decline of 15% attributed to provisions for expansion of the Transcorp Hilton Hotel Abuja and accrued tax liabilities for prior years. While the company managed to keep its operating expenses at about the same level (1.44 billion) over the two years. The group total revenue increased by 7% from N12.99billion in the preceeding financial year to N13.93 billion during the review period. While, the group operating expenses increased by 20% from N4.53 billion to N5.47 billion for the financial year due to refocusing of our businesses strategy within the group. During the year under review, the company recorded a significant increase of 3298% or N3.36 billion in its profit before tax over the previous year; increasing from N101million to N3.46 billion. Similarly, group profit before tax increased from N3.23 billion in 2009 financial year to N6.91 billion in the reporting period, representing a growth of 114% or N3.68 billion. This growth was a result of deliberate refocussing of the company's business as well as a write back of N2.85billion provision made in prior year for investment in OPL281 which was considered lost, but now reallocated to the company in February 2011. This marked an important turning point in the history of the company. Hence, Year 2010 operating results and performance is remarkable and commendable, given the enormity of the challenges in the operating environment. Balance Sheet The company's total assets grew by 31% from N16.40 billion to N21.52 billion, while its networth decrease slightly from N15.75 billion to N15.24billion during the period under review. The decrease in the net worth is the result of the recognition of N3.83 billion excess owner returns received from Hilton Hotel between 2007-2009 which has been provided for in the company books. While, the group's total assets increased by 23% from N34.75 billion to N42.96 billion, its networth increased by N3.69 billion, representing a growth of 16% over the previous year. Total liabilities increased by 38% from N11.81 billion to N16.33 billion in the financial year. The company's shareholders funds stood at N15.24 billion in comparison with N15.75 billion in 2009, the reserves position remains at the same level for both years inspite of N3.32 billion profit made during the year 2010, the reason was that the N3.38 billion excess owner returns received from Hilton Hotel between 2007 -2009 was written off against the profit made during the year. Annual Report & Consolidated Financial Statements For the Year Ended 31 December 2010 5 Business Update In my last letter, I had assured shareholders that our business model was solid, just as Transcorp was poised for its next phase of growth. Our model, which is built on identifying undervalued assets in high potential sectors with owners looking for a partner that has the capital resources and managerial reserve to upgrade and boost operations, is very healthy. After five years of making major investments in sub-optimised assets we have learnt a great deal about the financing, operating and governance structures that work best for our shareholders. It gives me great pleasure to inform you that we have indeed entered the next phase of Transcorp’s growth. I will share with you the progress we have made on three of our recent projects. As you will recall, we concluded the acquisition of Metropolitan Hotel Calabar in June 2010 and rebranded it ”The Transcorp Metropolitan Hotel and Conferencing Limited”. Since then, we have established an interim management pending the identification and selection of a suitable hotel management brand for the hotel. In the meantime, the interim management launched a marketing campaign in major cities of Nigeria to raise the hotel’s visibility and create awareness among event planners, conference organizers, holiday makers, corporations and government agencies. The response has been encouraging. Our projection is that the hotel will be accretive to earnings after a year of full operations by a suitable hotel managment chain. Our vision is to make the Transcorp Metropolitan the exemplar of first rate hospitality and destination point in Calabar as part of the company's larger/global aspiration of becoming the prime provider of accommodation, entertainment, leisure and hosting properties in Nigeria. In pursuit of this vision, Transcorp has commissioned a leading architectural firm to prepare designs for the proposed Transcorp Ikoyi Hilton on Rumens Road, Ikoyi Lagos. The property, conceived for mixed development; will have multi-category guest accommodation, condominiums, ballroom, meeting halls, convention venues, casino, high-end retail shopping, luxurious fitness facilities and unrivalled gastronomic delights in the renowed tradition of the Hilton group.