University Press Plc 22001111 APRIL 2010 TO MARCH 2011 Annual Report & Accounts University Press Plc Contents
Mission Statement 1
Corporate Objectives 1
Corporate Profile 2
Corporate Information 3
Directors, Officials and Professional Advisers 4
Notice of Annual General Meeting 5
Financial Highlights 6
Board of Directors 7
Chairman's Report 8
Directors' Report 11
Report of the Audit Committee 18
Report of the Independent Auditors 19
Statement of Accounting Policies 20
Profit and Loss Account 22
Balance Sheet 23
Statement of Cash Flows 24
Notes to the Financial Statements 25
Statement of Value Added 35
Five-Year Financial Summary 36
Performance Indicators 37
Share Capital History 38
Bonus History 39
e-Devidend Detachable 40
Important notice on revalidation of shareholders' e-dividend mandate 41
e-Share Notifier 42
Proxy Form 44
Annual Report & Accounts 2011 University Press Plc
Mission Statement
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
Corporate Objectives
(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 & Accounts2011 2011 1 University Press Plc Corporate Profile
University Press Plc 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, 2011. 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 cities and towns 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 Plc 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 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.
2 Annual Report2011 & Accounts 2011 University Press Plc Corporate Information
University Press Plc (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 Plc Tel: 07081049064 Calabar. Tel: 07081049068 Otukpo Road, Makurdi. Tel: 07081049064 Tel: 044 - 534919, 08129131063 08129131075 08129131082 08020521811, 08129131077 LAGOS (AJEGUNLE) ABEOKUTA IBADAN 180, Kirikiri Road MINNA Olabisi Onabanjo Way University Press Plc 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, Off ACME Road Onitsha. ABUJA Ikorodu, Lagos State. Ogba Industrial Estate Tel: 07081049065, 08129131080 Kay's Plaza Tel: 07081049063 PMB 21523 Ikeja, Lagos. Plot 362, Obafemi Awolowo 08129131069 Tel: (01)4924490, 7753527, OSHOGBO Way Cadastral Zone (B) 08020521807, 08129131067 Km 6, New Ikirun Road, 4, Jabi District, Abuja. ILORIN Opposite Royal Spring Hotel Tel: (09) 5234847, No 342 Garin Alimi Road 08033185676; 08020521809 Delmut Motors Building LAGOS (YABA) 08129131065 Opp. Ilorin Foundation Building 50, Cole Street, OWERRI Umar Saro, Lagos Road Off Mobo Street Plot 109, Ikenegbu Layout Garin Alimi Area, Ilorin. Ojuelegba, Surulere, PMB 1370, Owerri. AKURE Lagos. 65, Oyemekun Road, Tel: 07081049066 Tel/Fax: (083) 231595, Akure. 08129131072 Tel: 234-7081049063, 08020521805, 08129131081 Tel: (034) 232183, 08129131068 07081049061 JOS 08129131064 Hallmark Shopping Plaza ZARIA 7/9, Lugard Road. MAIDUGURI Along Kano-Kaduna Tel: 08129131060 E110, Ramat Shopping Expressway, Opposite Jim BENIN 08020521811 Complex Sir Kashim Ibrahim Harrison Hotel 23, Siluko Road Way Maiduguri. P O Box 458, Zaria. P O Box 713, Benin City. Tel/Fax: (052) 255070, KADUNA Tel: 08035278343 Tel: 07081049062, 08129131074 08033475262; 08020521813 Islamiyya House, 07081049067 08129131079 LL4 Yoruba Road, Off Ahmadu Bello Way, Kaduna. Tel. 08129131059 08129131076, 07081049062
EXECUTIVE DIRECTOR (MARKETING/DISTRIBUTION) University Press PLC, Three Crowns Building, Jericho, Ibadan P M B 5095, Ibadan Tel: 0802 50164 24, 07098823872, 02/8738896 Fax:(02) 2412056, E-mail:[email protected] [email protected]
Annual Report & Accounts2011 2011 3 University Press Plc Directors, Officials and Professional Advisers
Dr Lalekan Are 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, P M B 5095, Ibadan Tel: 02-8738896, 07098823872 Website: www.universitypressplc.com
MANAGEMENT
SAMUEL KOLAWOLE Managing Director M.O. MORAWO Executive Director (Marketing/Distribution) G.A. ADEBAYO Executive Director (Finance) I. AKINSOLA General Manager (Product Development) F.O. BADEMOSI (MRS) General Manager (Publishing) A.M. OLAWOYIN (MRS) Asst. General Manager (Information Technology) O. OLAPOJU (MRS) Asst. General Manager (Company Secretary/Legal Adviser) L.A. ADELEYE Principal Manager (Human Resources) A.O. MOHAMMED Principal Manager (National Field Operations) E.B. ADEWUYI Principal Manager (Field Operations - West) A.A. BALOGUN Principal Manager (Internal Audit) G.A. FAKEMI Principal Manager (Distribution) B. SHABA Senior Manager (New Horizon Imprint) G.I. OFEN-IMU Senior Manager (Field Operations - East)
AUDITORS BANKERS REGISTRAR AND TRANSFER OFFICE BDO Professional Services Guaranty Trust Bank Plc (Chartered Accountants) Intercontinental Bank Plc WEMA REGISTRARS LIMITED Wuraola Building UBA Plc Plot 30, Oba Akran Avenue, M.K.O. Abiola Way, Ring Road First Bank Plc Ikeja, Lagos P M B 5614 Zenith Bank Plc P M B 12964, Lagos Ibadan Fidelity Bank Plc Skye Bank Plc
4 Annual Report2011 & Accounts 2011 University Press Plc Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the 33rd 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 29th September, 2011 , 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, 2011 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 Chief B. O. Okuboyejo 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, 5th September, 2011 to Thursday, 8th September, 2011 ( 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, 29th September, 2011 to all shareholders whose names appear in the Register of Members at the close of business on Friday, 2nd September, 2011.
DATED THIS 29TH DAY OF JUNE, 2011
BY ORDER OF THE BOARD
Olubunmi Olapoju (Mrs) Company Secretary/Legal Adviser Three Crowns Building Jericho, Ibadan.
Annual Report & Accounts2011 2011 5 University Press Plc Financial Highlights
2011 2010 % Decrease
N'000 N'000 1,868,291 Turnover 1,923,978 (3) 326,631 Profit before taxation 410,367 (20) (115,256) Taxation (133,544) (14) 211,375 Profit after taxation 276,823 (24) (143,803) Dividend declared (119,836) 20 1,773,326 Capital employed 1,257,363 41 48.99k Earnings per share 77.00k (36)
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 B 12964, 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 need your Tax Identification Number (TIN) to pay Withholding Tax on your dividend.
6 Annual Report & Accounts 2011 University Press Plc Board of Directors
MR SAMUEL KOLAWOLE CHIEF OLUNEYE B. OKUBOYEJO MALLAM ADAMU A. SUFI Managing Director Director Director
MR INNOCENT C. OKORIE MR MOSES O. MORAWO Director Executive Director DR LALEKAN ARE (Marketing /Distribution) Chairman
MR. GANIYU. A. ADEBAYO MR. YOMI AREMU ADEWUSI ARC. AYODEJI OLORUNDA MR. OBAFUNSO OGUNKEYE Executive Director (Finance) Director Director Director
Annual Report & Accounts2011 2011 7 University Press Plc Chairman's Report To Shareholders at the 2011 Annual General Meeting (AGM)
CHAIRMAN'S REPORT
Eminent shareholders, distinguished ladies and gentlemen. It is my pleasure to welcome you to the 33rd Annual General Meeting (AGM) of our great Company, University Press Plc. I hereby present to you the Annual Report and Accounts for the year ended 31st March 2011.
GLOBAL ECONOMY It is now common knowledge that the year 2007 ushered into the world economy a challenging era of economic meltdown. The economic crisis which started that year actually got to its peak in 2008 and 2009, with devastating effects on the world economy. This brought about a sharp decline in the world economic output in general and specifically, resulted in bank failures, very low oil prices, mortgage crises, decline in real estate sector and serious crises in the various capital markets. There was chaos in all aspects of the world economy. “The Board has proposed cash However in 2010, remarkable progress was made in the recovery and improvement dividend of 35 kobo of the global economy, but with varying degrees in different economies. The emerging economies picked up more significantly than the advanced economies. per ordinary share” The International Monetary Fund (IMF) in its report of global output for 2010 showed an increase of about 3.0% to 5.0%, for advanced economies and 7.0% for emerging economies. This progress in the world economic recovery did not however go without some challenges. An instance is the financial turbulence that re-emerged in some parts of Europe, although its spillover to other countries was curtailed.
Another instance is the political unrest in the Middle East and North Africa. This crisis has led to the change of government in Tunisia and Egypt. It has spread to Syria, Yemen and Libya, a major crude oil exporter, resulting in turbulence in the oil market with oil prices rising above $100. If the crises in these countries are not quickly resolved, the impact can be devastating to the fragile global economic recovery.
NIGERIAN ECONOMY The significant sign of recovery in the world economy has also positively affected the Nigerian economy. It is common knowledge that the Nigerian economy depends, to a large extent, on crude oil price, which was as low as $55 at the beginning of 2010. This increased to almost $100 at the end of the year and has crossed the $100 mark in 2011.
The rehabilitation of militants, who hitherto disrupted oil production in the oil-producing areas, has led to tremendous increase in Nigeria's daily oil output from a low one million barrels per day to an average of 2.1million barrels per day. The increase in world oil demand, coupled with the increase in oil prices and increased oil production in Nigeria, has yielded positive results for the Nigerian economy. It is worthy of note that the stable political atmosphere and the early resolution of the power vacuum created by the sudden illness and demise of the former President Umaru Musa Yar'Adua had gone a long way to aid the Nigerian economy.
Various indices confirm that the Nigerian economy sustained its recovery all through 2010. Despite various challenges, The National Bureau of Statistics (NBS) declared the Gross Domestic Product (GDP) growth for 2010 as 7.8% compared with 6.9% for 2009. Though the single digit government target inflation rate was not achieved, inflation declined from 15.8% in February, 2010 to 11.8% in December 2010.
The Naira depreciated moderately from about 149.6 per US dollar in 2009 to about 150.6 per US dollar in 2010. There was also a fall in the external reserves from $41.41 billion as at December 2009 to $32.4 billion in December 2010. The bank lending rates still remained high. While the average maximum lending rate declined from 23.2% in January to 21.9% in December 2010, the average premium lending rate also declined from 18.4% to 15.7% in December 2010. This high
8 Annual Report2011 & Accounts 2011 University Press Plc
lending rate has made it difficult for investors to borrow money from commercial banks to do genuine business and break-even.
The capital market also recorded a certain level of improvement but it still fell short of general expectations. The All- share index rose from 20,827.17 points at the end of December 2009 to 24,770.52 points at the end of December 2010, i.e. 18.9% gain. Market capitalization also rose from N4.9 trillion in December 2009 to N7.9 trillion, which represented a 61.4% increase. This sharp increase is however due to the N2.1 trillion listing of a cement conglomerate during the year.
It is worth mentioning that, according to the World Bank, Nigeria was ranked 41 with regard to its economic size in 2010 but it ranked 142 in the human development index by the United Nations Development Programme (UNDP) report. This is a graphic illustration of the divergence between growth and development in the Nigerian context. This picture underscores the challenges that lie ahead of us as a nation.
Although Nigeria recorded economic improvements in the period under review, there are still many challenges holding the economy to ransom. One of the major challenges is the power crisis. The federal government has again failed to deliver on its promise of 6000 mega watts, thus making the power crisis to continue unabated. This makes production cost very high and the production climate very challenging. The roads are dilapidated and rail transportation is still comatose, making the transportation of goods very difficult and expensive. 6000 mega watts, thus making the power crisis to continue unabated. This makes production cost very high and the production climate very challenging. The roads are dilapidated and rail transportation is still comatose, making the transportation of goods very difficult and expensive.
The reforms in the banking sector continued in 2010 leading to a decline in credit facilities available to the real sector. This, coupled with the high lending rates, has not made the business atmosphere in Nigeria as friendly as it could have been.
OPERATING RESULTS The positive signs of recovery in the world economy have not led to immediate good or improved performance of many companies in Nigeria. With respect to University Press Plc, the negative impact of the global meltdown on our performance was a little delayed and did not manifest in our results until the current year. So, while many other companies have had poor results over the last two years, we did not have a dip in our operating results until the financial year under consideration.
Also, 2010 was the year preceding the General Elections in Nigeria. So, with government and government officials at all levels preparing for elections, there was a negative effect on economic activities, especially for companies like ours that enjoy government patronage.
In the face of all the challenges posed by the difficult operating environment, your company managed to keep its head above water, although there was a slight decrease in the level of our performance compared to the previous year.
The turnover decreased by 3% from N1.924 billion in 2009/2010 to N1.868 billion in 2010/2011, while the Profit Before Tax decreased by 20% from N410.4m in 2009/2010 to N326m in 2010/2011. The Profit After Tax decreased by 24% from N276.8m in 2009/2010 to N211m in 2010/2011.
DIVIDEND In view of the performance of the company and the need for us to continue to retain part of our profit to aid future growth, the Board of Directors is proposing to this Annual General Meeting a dividend of 35k per share, amounting to N15.9m, compared to the total payout of N143.8m last year.
CAPITAL EXPENDITURE A total sum of N204 million was spent on the acquisition of fixed assets during the period under consideration. This was
Annual Report & Accounts2011 2011 9 University Press Plc
spent on the purchase of land and building, motor vehicles for fieldmen, acquisition of computer/computer accessories, office equipment and printing/equipment.
HUMAN RESOURCES The source of our company's success remains the high quality of our staff. They are our best asset in enabling the company to achieve its corporate objectives. They are the secret to our success, without whom the achievements recorded so far would not have been possible.
On behalf of the Board of Directors, I wish to thank all our staff including the management team for their expertise and professionalism in growing the business of the Company and for providing good quality books and excellent services to our esteemed customers. The Board shall continue to reciprocate this good turn by ensuring that staff welfare, growth and development remain top priority in the months/years ahead.
FUTURE PROSPECTS Distinguished shareholders, I have no doubt in the ability of your Company to continue to deliver superior value to all stakeholders. The year 2011 looks very promising in view of the plans, programmes and development projects of the government. The Nigerian economy is likely to continue to grow, while capital expenditure and infrastructure spending are likely to improve having concluded the 2011 elections. This should translate into a more conducive enabling environment for all manufacturers/publishers.
We are therefore optimistic that with all the resources that we have on ground; dedicated and enterprising workforce; latest information technology and communication network; unparalleled distribution network facilities; high quality books for all categories of people; and effective cost control mechanism, your Company is fully ready to unlock its potential to accomplish greater market penetration in the months ahead.
CONCLUSION On behalf of the Board, I hereby express our profound gratitude to all our shareholders for their support so far and for the confidence reposed in us to continue to serve. It is important to assure you all that the slight dip in performance of your company this year is not a trend that will be allowed to continue. Everything has been put in place at all levels to ensure that the results for 2011/2012 are better. Going by early signs in the first quarter of the current year as at the date of this report, there is every indication that it will be a better year. We will not disappoint you.
I am also grateful to all our esteemed customers for their loyalty and continued patronage. We will intensify our efforts to meet your needs in the years ahead. To all our authors, we appreciate your commitment and continued support, without you there would not have been any book to publish.
To the management and staff of UPPLC, once again, I salute your unflinching support/loyalty to the cause of the Company, which has helped the Company to retain its leadership position in the industry. I also express my sincere appreciation to my colleagues on the Board for their cooperation and support all through the year.
And finally, I want to thank our regulatory bodies, Nigerian Stock Exchange (NSE) and Securities and Exchange Commission (SEC) for their continued support and our External Auditors, Messrs BDO Professional Services for the diligence and skill with which they carried out their work.
Thank you all.
Dr. Lalekan Are Chairman Thursday, September 29th 2011.
10 Annual Report2011 & Accounts 2011 University Press Plc Directors' Report
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 2011.
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.
2011 2010 % Decrease N’000 N '000 Turnover 1,868,291 1,923,978 (3) Operating profit 289,141 398,082 (27) Profit before taxation 326,631 410,367 (20) Taxation (115,256) (133,544) (14) Profit after taxation 211,375 276,823 (24)
2. DIVIDEND Chief Oluneye B. Okuboyejo - Director The Directors recommend to the Shareholders, Mr Innocent C. Okorie - Director a dividend of 35k (2010 - 40k) per ordinary share Mallam Adamu A. Sufi - Director subject to withholding tax which is payable on 29th Mr Moses O. Morawo - Executive Director (Marketing/Distribution) September 2011. Mr Ganiyu A. Adebayo - Executive Director (Finance) 3. LEGAL FORM Mr Obafunso Ogunkeye - Director The Company is a Public Limited Liability Arc. Ayodeji Olorunda - Director Company listed on the Nigerian Stock Exchange. It Yomi Aremu Adewusi - Director commenced operations in Nigeria as a branch of Oxford University Press in 1949 and it assumed its (ii) In accordance with clause 90 of the Company's present form upon incorporation in 1978. Articles of Association, Chief O. B. Okuboyejo, a Director, will retire by rotation. Chief O. B. Okuboyejo 4. PRINCIPAL ACTIVITIES AND BUSINESS attained the age of 70 years on 21st March, 2003. By REVIEW the combined provisions of Clause 90 of the Articles The Company is engaged in the business of of Association and Sections 252 and 256 of the publishing, sales and distribution of e d u c a t i o n a l Companies and Allied Matters Act, CAP C20 Laws books and materials. The Company intends to carry of the Federation of Nigeria, 2004, he is eligible for on fulfilling its objectives as stated in its re-election; and being eligible, offers himself for re- memorandum of association. election. 5. FIXED ASSETS (iii) In accordance with Clause 90 of the Company's Movements in fixed assets of the Company are Articles of Association, Mallam Adamu Sufi and as shown in Note 7 to the financial statements Mr Obafunso Ogunkeye will retire by rotation and on page 28. In the opinion of the directors, the being eligible, offer themselves for re-election. market value of the Company's property is not less than the value shown in the financial statements. The net book value of fixed assets increased from 7. INTEREST OF DIRECTORS IN SHARES N531,250,000 in year 2010 to N1,064,364,000 in year The interest of Directors in the Issued Share Capital 2011. 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 Dr Lalekan Are - Chairman 31st March, and 23rd June, 2011 are as follows: Mr Samuel Kolawole - Managing Director
Annual Report & Accounts2011 2011 11 University Press Plc Directors' Report cont’d
Direct Indirect Total % Holdings As at 31st As at 23rd As at 31st As at 23rd As at 31st As at 23rd As at 31st As at 23rd March 2011 June 2011 March 2011 June 2011 March 2011 June 2011 March 2011 June 2011 Dr Lalekan Are 26,810,779 26,810,779 - - 26,810,779 26,810,779 6.21 6.21 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 62,257 62,257 - - 62,257 62,257 0.01 0.01 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 108,228 168,228 - - 108,228 168,228 0.03 0.04
Chief O.B Okuboyejo is the beneficial owner of (ii) proper accounting records are maintained; 139,771 units of ordinary shares held by (iii) applicable accounting standards are followed; Adebukunola Investment Limited. None of the (iv) suitable accounting policies are used and Directors has notified the Company, for the consistently applied; purpose of Section 277 of the Companies and Allied 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 (vi) the financial statements are prepared on an 2011. 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 9. ACQUISITION OF OWN SHARES Matters Act, CAP C20 Laws of the Federation of The Company did not purchase any of its own Nigeria, the Directors are responsible for the shares during the year. preparation of the financial statements which give a true and fair view of the state of affairs of the 10. RECORD OF DIRECTORS' ATTENDANCE Company as at the end of the financial year and of In accordance with section 258 (2) of the its results for that period and comply with the Companies and Allied Matters Act, CAP C20 Companies and Allied Matters Act, CAP C20 Laws Laws of the Federation of Nigeria 2004, the of the Federation of Nigeria. Record of Directors' attendance at Directors' meetings during the financial year under review These responsibilities include ensuring that: is set out overleaf. (i) adequate Internal Control procedures are instituted to safeguard assets, prevent and detect fraud and other irregularities;
12 Annual Report2011 & Accounts 2011 University Press Plc Directors' Report cont’d
BOARD AND AUDIT COMMITTEE MEETINGS HELD
AGM, BOARD AND AUDIT COMMITTEE MEETINGS HELD IN THE YEAR 2010/2011
S/N TYPES OF MEETING DAY MONTH YEAR 1. Board Meeting 24 June 2010 2. Audit Committee Meeting 23 June 2010 3. Board Meeting 29 September 2010 4. Audit Committee Meeting 28 September 2010 5. Annual General Meeting 30 September 2010 6. Board Meeting 08 December 2010 7. Board Meeting 10 March 2011 8. Audit Committee Meeting 9 March 2011
MEMBER ATTENDANCE -BOARD MEETINGS FOR THE YEAR 2010/2011
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 -
MEMBER ATTENDANCE -AUDIT COMMITTEE MEETINGS FOR THE YEAR 2010/2011
S/N NAME PRESENT ABSENT 1. Dr. Olubunmi Koyejo 3 - 2. Mr. O. A. Akintobi 3 - 3. Mr. J. G. Adeyemi 3 - 4. Chief O. B. Okuboyejo 3 - 5. Mr Y.A. Adewusi 3 - 6. Mr I. C. Okorie 3 -
11. ANALYSIS OF ORDINARY SHAREHOLDING AS AT 31 MARCH 2011 11.1 Analysis by Nationality Shareholders 2011 2010 No. of Shares % No. Of Shares % Nigerians 394,842,907 91.53 333,668,042 92.81 Oxford University Press, U.K. 36,566,597 8.47 25,839,876 7.19 431,409,504 100 359,507,918 100
Annual Report & Accounts2011 2011 13 University Press Plc Directors' Report cont’d
11.2 Range Analysis Share Range No. of No. of Holdings Percentage of Shareholders Shareholdings 1 - 1,000 3,070 1,511,590 0.35 1,001 - 5,000 4,236 9,689,705 2.25 5,001 - 10,000 1,039 7,438,896 1.72 10,001 - 50,000 1,765 38,044,356 8.82 50,001 - 100,000 351 24,623,937 5.71 100,001 - 500,000 349 73,465,728 17.03 500,001 - 1,000,000 47 32,660,606 7.57 1,000,001 - 5,000,000 38 82,784,959 19.19 5,000,001 - 10,000,000 6 43,788,879 10.15 10,000,001 - 2,000,000,000 6 117,400,848 27.21 TOTAL 10,907 431,409,504 100.00
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 2011: Holdings % of Holding
1. Oxford University Press, U.K. 36,566,597 8.47 2. Cashcraft Asset Mgt Ltd. 35,775,513 8.29 3. Dr Lalekan Are 26,810,779 6.21
12. DONATIONS Donations made during the year under review amounted to N6,165,871 (2010 - N7,879,744), details of which are stated below. No donation was made to any political organization. Beneficiaries N African Gerontology Society (International Day of Older Persons) 50,000 All Nigeria Confederation of Principals of Secondary Schools 369,715 Association of Nigerian Authors 200,000 Christian Mission for the Deaf 120,000 Chartered Institute of Personnel Management 55,641 Computarization of Nigerian Schools 2,960,000 Enugu Prison 20,000 Nigerian Prisons Service (Ijebu Ode Prison) 139,600 International Conference on African Literature and Theatre 100,000 Mathematical Association of Nigeria 280,700 National Association of Primary School Games and Sport Teachers (NAPSGAT) 356,135 National Association of Proprietor of Private Schools 295,000 Nigeria International Bookfair Trust 92,580 Nigerian Navy Schools 350,000 Nigerian Copyright Commission 100,000 Science Teachers Association of Nigeria 46,500 Sponsorship of Disabled Athletes 200,000 Ministry of Education Science and Technology 50,000 Government College Ibadan 380,000 TOTAL 6, 165,871
14 Annual Report2011 & Accounts 2011 University Press Plc Directors' Report cont’d
13 EMPLOYMENT AND EMPLOYEES 17. CORPORATE GOVERNANCE 13.1 Employment of Disabled Persons The Company is committed to the principle of best practice It is the policy of the Company that there should be no in Corporate Governance which aims at ensuring integrity, discrimination in considering applications for employment openness, credibility, transparency and accountability in including those from disabled persons. All employees all facets of its business. The Board is of the opinion that whether disabled or not are given equal opportunities to University Press PLC has in all material respects complied develop. As at 31st March 2011, the Company has no staff with the requirement of Securities And Exchange with physical disability (March 2010: one). Commission (SEC) Code of Corporate Governance during 13.2 Health, Safety at Work and Welfare of Employees the year of reporting. Health and safety regulations are in force within the In conformity with the Code of Best Practice in Corporate Company's premises and employees are aware of existing Governance, the Company has put the following in place regulations. Employees are adequately insured against amongst several others: occupational and other hazards. The Company provides (a) A Board of Directors comprising ten (10) subsidies to all levels of employees for medical, members, three (3) Executive and seven (7) Non- transportation, housing and other needs. Executive Directors whose individual 13.3 Employee Involvement and Training background, experience and expertise enable them fully appreciate the oversight functions of The Company is committed to keeping employees fully the Board. The Board meets quarterly. informed, as much as possible, regarding their performance and progress and seeking their views (b) All directors are aware that they may take wherever practicable on matters which particularly independent professional advice at the expense of affect them as employees. the company in furtherance of their duties. They all have access to the services of the company University Press Plc believes that its employees must, at secretary who is responsible to the Board for all times, possess the right knowledge, skills and abilities ensuring that corporate governance matters are to play key roles in its corporate success. The Company complied with. seeks to improve the capacity of its staff to perform (c) The offices of the Chairman and Managing optimally, with a view to keeping abreast of current Director/Chief Executive are separate and developments in our industry. During the year under distinct. The Chairman is primarily responsible for review, training was carried out at various levels through providing overall leadership and direction for the in-house and external courses. Board and the Company whilst the Managing Director is responsible for the running of the 14. POST BALANCE SHEET EVENTS business and implementation of board strategy There are no post balance sheet events, which could have and policy. The Managing Director is assisted in had a material effect on the state of affairs of the Company, the day-to-day management of the business of the as at 31st March 2011 and the profit for the year ended on company by the Executive Management that date, which have not been adequately provided for or Committee which comprises of all Executive disclosed in these financial statements. Directors and two General Managers. The EXCO meets on a regular basis as the need arises. 15. AUDIT COMMITTEE In accordance with the provisions of Section 359 (3) & (4) (d) Shareholders Regulation of the Companies and Allied Matters Act, CAP C20 Laws The Board of University Press PLC places of the Federation of Nigeria, 2004, the Audit Committee considerable importance on effective communication with its shareholders. It ensures which was elected at the last Annual General Meeting that the rights of shareholders are protected at all comprising of three (3) Non-Executive Directors and three times. Informations/Notice of meetings are (3) Shareholders' Representatives, functioned effectively disseminated to the shareholders regularly. during the year under review. (e) Apart from the Board of Directors, the Company has the following decision-making Committees: The Committee was chaired by a member representing the shareholders. The functions of the Committee are as THE OPERATIONS COMMITTEE provided in Section 359 (6) of the Companies and Allied The operations committee comprises of three (3) Non Matters Act, CAP C20 Laws of the Federation of Nigeria, Executive Directors and three (3) Executive Directors. This 2004. The Committee met three times during the year committee is responsible for: under review. ? Defining the Company's strategic objective and setting overall corporate targets for the Company. 16. AUDITORS ? Evaluating the performance of the Company in BDO Professional Services (External Auditors) have relation to the budget and other yardsticks indicated their willingness to continue in office as External Auditors of the Company. A resolution will be ? Establishing priorities and allocating resources to proposed at the Annual General Meeting to authorize the various segments of the Company operation. the Directors to determine their remuneration. ? Review and advise the Board on major investment and proposals by Management.
Annual Report & Accounts2011 2011 15 University Press Plc Directors' Report cont’d
? Regularly reviewing the business strategy of the ? The Company's risk management framework. company. ? Review the Company's risk management policy The following are the committee members. including risk appetite and risk strategy. (i) Mallam Adamu Sufi. - Chairman ? Review the adequacy and effectiveness of risk (ii) Arc. A. Olorunda (iii) Mr. Y. A. Adewusi management and controls. (iv) Mr. Samuel Kolawole ? Management's process for the identification of (v) Mr. M. O. Morawo significant risks across the Company and the (Vi) Mr. G. A. Adebayo adequacy of prevention, detection and reporting mechanisms. ESTABLISHMENT AND REMUNERATION ? Periodic review of changes in the economic and COMMITTEE business environment of the Company. The Committee is comprised of three (3) Non Executive Directors and three (3) Executive Directors. The The following are the committee members: committee considers among other things (i) Mr. Y. A. Adewusi - Chairman ? The Company's strategic human resources policies. (ii) Mr. O. Ogunkeye ? Staff matters in respect of senior management (iii) Arc. A. Olorunda staff. (iv) Mr. Samuel Kolawole ? Training of Board members and senior (v) Mr. M.O. Morawo management staff. (vi) Mr. G. A. Adebayo ? Make recommendation on compensation structure for Executive Director. 18. CORPORATE SOCIAL RESPONSIBILITY ? Periodic review of human resource policies as it It is noteworthy that despite the harsh operating affects the staff. environment in 2010, University Press Plc did not reduce ? Performance appraisal, remuneration and its commitment to social investment. A total sum of disciplinary cases in relation to senior staff. N3,795,735.00 was spent by the Company on Corporate The Executive Directors do not sit in the committee when Social responsibility as included in the donation list. their remunerations are to be considered. The following are the committee members The following projects were some of the activities (i) Mr. O. Ogunkeye - Chairman carried out by the Company to emphasis the Company's (ii) Mr. I. C. Okorie commitment to contribute meaningfully to the (iii) Chief O. B. Okuboyejo (iv) Mr. Samuel Kolawole improvement of the host community. (v) Mr. M. O. Morawo Our expenditure in the year under review was (vi) Mr. G.A. Adebayo minimised to enable us undertake a more strategic project in 2011/2012 despite the reduction in the provision in the SUCCESSION AND NOMINATION COMMITTEE The committee comprises of only Non Executive Directors. account of 2010/2011. The committee is responsible for: Computerisation Project for Selected Schools in ? Developing a written, clearly defined and Nigeria transparent procedure for appointment to the Board of Directors. The computerisation project for selected schools which ? Considers whether nominees for the position of started last year continued this year with the donation of directors are fit and are proper persons that have more computers and printers to schools which were not the required skill, experience and integrity to be covered last year. This is to enable the students to compete on the Board of the Company. favourable with their counterparts all over the world and ? Ensuring that newly appointed directors are instill more confidence in them. properly inducted on the key functions of the operations of the Company. Sponsorship of a Disabled Athlete ? Ensuring that the Board conducts a Board University Press Plc partnered with the Paralympics evaluation on an Annual basis. Committee and World Badminton Federation in The committee members are: sponsoring a disabled athlete to fulfill his dreams of (i) Chief O. B. Okuboyejo - Chairman (ii) Mr. O. Ogunkeye participating in the 2010 Israel Tournament for Disabled (iii) Mallam Adamu Sufi Badminton Player in Israel and China. (iv) Mr. I. C. Okorie Borehole Project for Christian Mission for The Deaf RISK MANAGEMENT COMMITTEE The Company in its bid to identify with people in its The committee is comprised of three (3) Non Executive environment and make life better for children in the Directors and three (3) Executive Directors. Christian Mission for the Deaf provided borehole The committee oversees: facilities for portable water in the school.
16 Annual Report2011 & Accounts 2011 University Press Plc Directors' Report cont’d
19. LIST OF MAJOR CUSTOMERS (BOOKSELLERS) IBADAN ZONE OWERRI ZONE KANO ZONE 1. I. A. Alli, Ibadan (Agent) 1. Chief C. U. Ubah Bookshop 1. Jifatu Departmental Bookshop 2. Eberuoluwa Bookshop 2. Ichie Nnadi Bookshop 2. Jakara Bookshop 3. Fabal Bookshop 3. Daniel Harry (Sales Agent) 3. Zamani Bookshop 4. Odusote Bookstores 4. Ejike Bookshop 4. Bookmart Nig. Ltd 5. Ogunwa Bookshop 5. Vindex Bookshop 6. Temidire Bookshop 7. Mosuro, The Booksellers Ltd. MAIDUGURI ZONE 8. Adelad Bookshop ONITSHA ZONE 1. LCCN Bookshop 1. Progress Bookshop 2. G.O Ugochukwu Bookshop ABEOKUTA ZONE 3. Chief Egwu & Sons Bookshop MAKURDI/JOS ZONE 1. Joy & Crown Bookshop 4. Chibros Bookshop 1. Richard Bookshop 2. Dominion Bookstores Ltd 2. Kings Bookshop 3. Tala Harmony Bookshop 3. Anglican Dioceses Bookshop 4. Aries Bookshop ABA ZONE 4. De-peace Bookshop 5. Tolux Bookshop 1. Chinwedu Bookshop 5. Felixco Bookshop 6. Pelumi Bookshop 2. C. U. Ubah 6. Chidumartins Bookshop 7. Temi-Yemi Bookshop 3. Rich Bookshop 7. G.S.A Bookshop 8. Okunnowo Bookshop 8. Bencos Bookshop 9. Modern Bookshop ILORIN ZONE 10. Central Bookshop LAGOS ZONE 1. Lara Bookshop 11. A. Achison Bookshop 1. Refeniss Bookshop 2. Alliance Bookshop 2. U-Bosco Bookshop 12. Almaz Book Centre 3. Hymarco Books Ltd 13. Sabil-Sunshine Learning Centre 4. Jamganza Bookshop BENIN ZONE 1. Mendel Bookshop 5. Joint Heir Bookshop ABUJA ZONE 2. Good Customer 6. Praise Bookshop 1. Emetex Bookshop 3. Pippah Bookshop 7. Gavik Bookshop 2. Almaz Bookshop 4. Aideyan Bookshop 8. Nu Chrisson 3. Too Ventures 5. Uzor Okpalla (Sales Agent) 9. Right Way Bookshop 4. Alliance Bookshop 6. Uche Egbuche (Sales Agent) 10. Maxmore Bookshop 5. Dan Niger Bookshop 11. Aroger Bookshop 6. Hyjon Bookshop 12. Ndu Bookshop AKURE ZONE 7. Garki ventures 13. Comedy Bookshop 1. Arowolo Bookshop 8. Fredo Bookshop 14. Amaco Investment (Nig.) 9. Johnbosco Bookshop 15. J. Divine Investment (Nig.) 2. Hope and Faith Bookshop 10. Ecoons Bookshop 16. Destiny Bookshop (Nig.) 3. Adusco Bookshop 11. Evic Bookshop 17. CSS Bookshop 4. Noble Bookshop 18. Timothy Bookshop 5. Omega Bookshop Ondo 12. Coco Links Ent. Nig. Ltd 19. Elshadai Bookshop 13. Floodwaters Global Bookstore Ltd 14. KC Bookshop 20. Abikoye Bookshop ZARIA ZONE 21. Lagos Baptist Bookshop 1. Yemi Bookshop 22. Abiodun Bookshop 2. Uba Achibi (Agent) 23. Steve Bookshop 3. Kola Bookshop 24. The Book Company 25. University of Lagos Bookshop 26. De-Best Bookshop 27. Ohio Bookshop 20. CUSTOMERS’ AWARD Six customers emerged as the winners of our Booksellers' Award for Year 2010/2011. Details are: Name Town Category of Award 1. I. A. Alli - Ibadan B 2. Chief Egwu - Onitsha B 3. Uko E. Inyang - Aba B 4. Chris Ogboli - Ibadan D 5. G. O. Ugochukwu - Onitsha D 6. Uba Achibi - Zaria 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 29th June 2011
Annual Report & Accounts2011 2011 17 University Press Plc 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 Plc, 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 2011, 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 22 June, 2011
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
18 Annual Report2011 & Accounts 2011 Report of the Independent Auditors To The Members of University Press Plc
BDO Professional Services Tel: +2341 7941667, 4710691 ADOL House 15 IPM Avenue, CBD, www.bdo-ng.com Alausa, Ikeja, P.O.Box 4929, GPO, Marina Lagos, Nigeria. We have audited the accompanying financial statements of University Press Plc for the financial year ended, 31 March 2011, set out on pages 6 to 20, which have been prepared on the basis of significant accounting policies on pages 3 to 5 and other explanatory notes on pages 9 to 18.
Directors’ responsibility for the financial statements 2. The directors are responsible for the preparation and fair presentation of these financial statements in accordance with Nigerian Statements of Accounting Standards 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, whether due to 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 2011 in accordance with Nigerian Statements of Accounting Standards 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 Lagos, Nigeria
Annual Report & Accounts2011 2011 19
University Press Plc Statement of Accounting Policies
The following is a summary of the significant where appropriate, freight, printing costs accounting policies adopted by the Company in and other charges incurred to bring the the preparation of these financial Statements. materials to their location and condition. Goods in transit are valued at invoice prices Basis of preparation of financial together with other attributable charges. statements Adequate provision is made for obsolete, slow-moving or defective items where (a) The financial statements are prepared in appropriate. accordance with the historical cost c o n v e n t i o n a s m o d i f i e d b y t h e Debtors revaluation of certain fixed assets. (g) Debtors are stated after specific provisions for debts considered doubtful of recovery. Turnover (b) Turnover is made up of net sales of books Foreign currencies conversion at invoiced values to third parties. (h) Transactions in foreign currencies are converted to Naira at rates ruling at the date Fixed assets of the transactions. Assets and liabilities in (c) Fixed assets are stated at cost/valuation foreign currencies are converted into Naira l e s s a c c u m u l a t e d d e p r e c i a t i o n . at the rates of exchange ruling at the balance sheet date. All differences arising on Depreciation of fixed assets conversion are charged or credited to profit (d) Depreciation on fixed assets is calculated and loss account. to write off the cost/valuation of fixed assets on a straight line basis over the Income from investments expected useful lives of the assets (i) Dividends are accounted for on the basis of concerned. The principal annual rates the amounts actually received during the used for this purpose are as follows: year. (j) Employees' retirement benefits scheme Land and buildings 2% Printing equipment 10% The Company operates a pension fund and Furniture, fixtures and a gratuity scheme for the benefits of its equipment 15% employees. 1 Computer equipment 33 2 % (i) Pension scheme Other office equipment 10% The Company operates a defined Motor vehicles 25% contributory staff pension scheme for its employees. The scheme, is funded by Depreciation is not provided on fixed assets until contribution from employees at 8.33% they are brought into use. of their pensionable emoluments (basic salary, housing allowance, and Repairs and renewals transport a l l o w a n c e ) w h i l e t h e Company contributes 12.67% of the (e) Repairs and replacement parts are pensionable emoluments. This is charged to the profit and loss account in the consistent with the provisions of the year in which the costs are incurred. Pension Reform Act, 2004. Renewals which constitute major overhauls or renovations are treated as (ii) Gratuity scheme additions to fixed assets. The gratuity scheme is funded. Full Stocks and work-in-progress provision is made in the accounts for liabilities due as at the balance sheet (f) Stocks which include bound books, date in r e s p e c t o f e m p l o y e e s ' unprinted papers and work-in-progress, terminal gratuities based on qualifying are valued at weighted average cost. Cost years of service and applicable comprises suppliers' invoice prices and emoluments in line with SAS 8 and IAS 19.
20 Annual Report2011 & Accounts 2011 University Press Plc Statement of Accounting Policies
Investments Provisions (k) Quoted investments are valued at the lower (o) Provisions are recognised when the o f c o s t a n d m a r k e t v a l u e . T h e Company has a present obligation, amount by which cost exceeds market value whether legal or constructive as a result of a is charged to the income statement for the past event for which it is probable that an period. Realised gains and losses on disposal o u t f l o w o f r e s o u r c e s e m b o d y i n g of quoted investments are taken to the economic benefits will be required to settle income statement for the period of disposal. obligation and a reliable estimate can be made of the amount of the obligation in Income tax accordance with Statement of Accounting (l) Income tax payable is provided on taxable Standard (SAS) 23. profit at the current statutory rate.
Cash and cash equivalents Deferred taxation (m) Deferred taxation, which arises principally (p) For the purpose of the statement of from timing differences in the recognition of cashflows, cash and cash equivalents items for accounting and tax purposes, is comprises cash at bank and in hand, and calculated using the liability method. This short term borrowing from banks, net of represents taxation at the current rate of bank overdrafts, all of which are available for corporate income tax on the difference use by the Company unless otherwise stated. between the depreciation charges in the Segment reporting accounts and the capital allowances (q) The Company's business segments that are claimable for tax. This is in accordance with subject to similar risks and returns, are SAS 19 on Accounting for Taxes. presented by geographical locations in Dividend accordance with Statement of Accounting (n) D i v i d e n d o n o r d i n a r y s h a r e s i s Standard (SAS) 24. appropriated from retained earnings and Comparative figures recognised as a liability in the period in ® Certain prior year account balances have which it is declared until it is paid. Dividend been reclassified to conform with current that is proposed but not yet declared is year's classifications in accordance with disclosed in the notes to the financial Statement of Accounting Standard (SAS)2. statements.
Annual Report & Accounts2011 2011 21 University Press Plc Profit and Loss Account For The Year Ended 31 March 2011
2011 2010 Notes N'000 N'000
Turnover 1 1,868,291 1,923,978 Cost of sales (845,761) (848,489)
Gross profit 1,022,530 1,075,489
Distribution expenses (281,729) (255,150) Administrative expenses (451,660) (422,257)
Trading profit 289,141 398,082
Other income 2(a) 6,640 16,837 Exceptional item 2(b) 36,554 - 332,335 414,919 Interest payable and similar charges 3 (5,171) (9,437) (Provision)/write back for diminution in value of investments 11(d) (533) 4,885
Profit before taxation 4 326,631 410,367 Taxation 5(a) (115,256) (133,544)
Profit after taxation 20 211,375 276,823
Basic earnings per 50k share 6(a) 48.99k 77k
The accounting policies on pages 20 to 21 and notes on pages 25 to 34 form part of these financial statements. Auditors' report, page 19.
22 Annual Report2011 & Accounts 2011 University Press Plc Balance Sheet as at 31 March 2011
2011 2010 Non current assets Notes N'000 N'000 Fixed assets 7 1,064,364 531,249
Current assets Stocks and work-in-progress 8 952,033 1,034,730 Trade debtors 9(a) 75,770 148,087 Other debtors and prepayments 10 41,093 45,558 Investments 11 15,296 15,829 Short term deposits 100,420 229,970 Cash at bank and in hand 158,303 16,780 1,342,915 1,490,954
Current liabilities Amounts falling due within one year: Trade creditors 88,712 26,743 Other creditors and accruals 12 292,944 414,459 Taxation 5(a) 186,764 215,425 568,420 656,627
Net current assets 774,495 834,327
Total assets less current liabilities 1,838,859 1,365,576 Provision for liabilities and charges Deferred taxation 5(e) (65,135) (34,032) Staff gratuities 15 (398) (74,181)
Total net assets 1,773,326 1,257,363
Represented by: Share capital 16 215,705 179,754 Share premium 17 175,507 211,457 Capital reserve 18 1,442 1,442 Fixed assets revaluation surplus 19 658,115 209,725 Revenue reserve 20 722,557 654,985
Shareholders' funds 1,773,326 1,257,363
The financial statements and notes on pages 6 to 20 were approved by the Board of Directors on 23 June 2011 and signed on its behalf by: i) Dr. Lalekan Are Chairman ii) Mr. Samuel Kolawole Managing Director
The accounting policies on pages 20 to 21 and notes on pages 25 to 34 form part of these financial statements.
Auditors' report, page 19.
Annual Report & Accounts 2011 23 University Press Plc Statement of Cash Flows For The Year Ended 31 March 2011
2011 2010 Notes N'000 N'000 N'000 N'000 Cash flow from operating activities Cash received from customers 1,982,105 1,936,480 Payments to suppliers and employees (1,520,881) (1,623,327) Input VAT - - Output VAT (409) (346) Tax paid 5(a) (112,814) (63,234)
Net cash provided by operating activities 21 348,001 249,573
Cash flow from investing activities Interest received 2(a) 3,021 13,696 Dividend received 2(a) 340 482 Proceeds from sale of fixed assets 8,812 1,282 Purchase of fixed assets 7(a) (204,398) (99,975) Proceeds from sale of investments - 2,101
Net cash used in investing activities (192,225) (82,414)
Cash flow from financing activities: Dividend paid 14 (143,803) (119,836)
Net cash used in financing activities (143,803) (119,836)
Net increase in cash 11,973 47,323
Cash at the beginning of the financial year 246,750 199,427
Cash at the end of the financial year 22 258,723 246,750
The accounting policies on pages 20 to 21 and notes on pages 25 to 34 form part of these financial statements. Auditors' report, page 19.
24 Annual Report2011 & Accounts 2011 University Press Plc Notes To Financial Statements For The Year Ended 31 March 2011
Turnover 1 (a) Turnover is derived from sales of printed books in and outside Nigeria. (b) Nigeria: Analysis by zones: 2011 2010 N'000 N'000 Western zones 842,404 704,585 Eastern zones 336,291 355,135 Northern zones 657,741 853,120 1,836,436 1,912,840
(c) Export sales 31,855 11,138 1,868,291 1,923,978
Analysis by operations: 2011 2010 N'000 N'000 (d) Sales of printed books 1,868,291 1,923,978
(e) Segment reporting Western Eastern Northern Export Total Zone Zone Zone Sales N'000 N'000 N'000 N'000 N'000 N'000 Turnover 842,404 336,291 657,741 31,855 1,868,291 Cost of sales (380,481) (152,236) (297,754) (15,290) (845,761)
Gross profit (2011) 461,923 184,055 359,987 16,565 1,022,530
Gross profit % 55% 55% 54% 52% 55%
Gross profit (2010) 393,858 198,518 476,887 6,226 1,075,489
Gross profit % (2010) 56% 55% 56% 56% 56%
Other income 2011 2010 N'000 N'000 2(a). Interest received 3,021 13,696 Dividend received 340 482 Debt recovered - 1,050 Sundry income 87 - Profit on disposal of fixed assets 2,802 490 Rental income 323 916 Profit on disposal of shares - 196 Unrealised exchange gain 67 7 6,640 16,837 Exceptional item 2011 2010 N'000 N'000 (b). Exceptional item relates to exchange gains on debt recovered 36,554 - on deposit for imports
Interest payable and similar charges 2011 2010 N'000 N'000 3. Bank charges 5,171 9,437
Annual Report & Accounts 2011 25 University Press Plc Notes to Financial Statements
Profit before taxation 2011 2010 4(a) Profit before taxation is arrived at N'000 N'000 after charging: Directors' emoluments 26,447 18,407 Depreciation of fixed assets 113,664 107,214 Staff pension 33,217 28,256 Realised exchange loss 123 - Retirement gratuities 32,744 15,094 Auditors' remuneration 2,000 2,000 and after crediting: Profit on disposal of fixed assets 2,802 490 Unrealised exchange gain 67 7
(b) Emoluments of Directors 2011 2010 N'000 N'000 (i) The aggregate emoluments of the Directors are: Fees 1,420 1,390 Other emoluments including pension contribution 25,027 17,017 26,447 18,407 (ii) Chairman's emoluments (excluding pension contributions) totalled 240 240
2011 2010 (iii) Emoluments of the highest paid director N'000 N'000 (excluding pension contributions) amounted to 10,430 8,537
(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 - N1,000,000 6 6 N1,000,001 - N2,000,000 - - N2,000,001 - N3,000,000 - - N3,000,001 - N4,000,000 - 1 N4,000,001 - N5,000,000 - - N5,000,001 - N6,000,000 - 1 N6,000,001 - N7,000,000 - - N7,000,001 - N8,000,000 - - N8,000,001 - N9,000,000 2 1 Above - N9,000,000 1 - 9 9
(c) Staff numbers The average number of persons employed (excluding directors) in the Company throughout the year was as follows: 2011 2010 No. No. Human Resources 57 44 Finance 19 16 Publishing 30 26 Marketing and distribution 205 207 311 293
26 Annual Report2011 & Accounts 2011 University Press Plc Notes to Financial Statements
(d) Staff costs 2011 2010 N'000 N'000 Staff emoluments 212,055 179,004 Staff pension 33,217 28,256 Gratuity payable 32,744 15,094
278,016 222,354
(e) Employees' emoluments The table below shows the number of employees of the Company (other than directors) who earned over N250,000 during the year and which fell within the bands stated below:
2011 2010 No. No. N200,001 - N250,000 - 12 N250,001 - N300,000 14 23 N300,001 - N350,000 8 21 N350,001 - N400,000 18 27 N400,001 - N450,000 12 37 N450,001 - N500,000 30 47 N500,001 and above 229 126
Total 311 293 Taxation 5(a) Per profit and loss account: 2011 2010 N'000 N'000 Income tax on profit for the year 76,676 123,895 Education tax 7,294 10,444 Prior years' under provision - Education tax 183 -
84,153 134,339
Deferred tax provision/(write back) 31,103 (795)
115,256 133,544
Per balance sheet: 2011 2010 N'000 N'000 Opening balance - Income tax 204,841 134,896 - Education tax 10,584 9,424
215,425 144,320
Payments during the year - Income tax (102,370) (53,950) - Education tax (10,444) (9,284)
Charge for the year - Income tax 76,676 123,895 - Education tax 7,294 10,444 - Prior years' under provision - Education tax 183 - Balance at the end of the year 186,764 215,425
(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).
Annual Report & Accounts2011 2011 27 University Press Plc Notes to Financial Statements
(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 2010 (e) Deferred taxation N'000 N'000 Balance at the beginning of the year 34,032 34,827 Provision/(write back) during the year 31,103 (795)
Balance at the end of the year 65,135 34,032
(f) As a result of accelerated income tax capital allowances, the net book value of fixed assets at the balance sheet date exceeded their corresponding tax written down value by N218,511,803 (2010 : N407,959,138) an increase during the year of N216,473,954 (2010 : increase of N1,543,086). A provision of N65,135,636 (2010 : N34,032,000) 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 2011 2010 N'000 N'000 6(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 211,375 276,823
Weighted average number of ordinary shares in issue (thousands) 431,410 359,508
Basic earnings per share (kobo) 48.99k 77k
Fixed assets 7(a) Fixed assets comprises: Furniture, Land and fittings and Motor Cost/Valuation buildings equipment vehicles Total N'000 N'000 N'000 N'000 At 1 April 2010 252,652 157,620 435,311 845,583 Additions 117,109 35,003 52,286 204,398 Disposals - (8,069) (37,805) (45,874) Revaluation 434,151 - - 434,151
At 31 March 2011 803,912 184,554 449,792 1,438,258 Depreciation
At 1 April 2010 9,539 82,146 222,649 314,334 Charge for the year 4,920 22,037 86,707 113,664 On disposals - (7,667) (32,198) (39,865) Revaluation (14,239) - - (14,239)
At 31 March 2011 220 96,516 277,158 373,894 Net book values at
31 March 2011 N803,692 N88,038 N172,634 N1,064,364
31 March 2010 N243,113 N75,474 N212,662 N531,249
28 Annual Report2011 & Accounts 2011 University Press Plc Notes to Financial Statements
(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 fixed assets 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 fixed assets revaluation surplus and increasing balance on fixed assets 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 fixed assets revaluation surplus and increasing balance on fixed assets revaluation surplus account to N658,115,000.
Stocks and work-in-progress 2011 2010 N'000 N'000 8(a) Books 911,822 1,015,888 Provision for obsolete stocks (Note 8(b) ) (42,612) (38,468)
869,210 977,420 Papers (Note 8(c)) 5,146 8,702 Work-in-progress 29,219 29,166 Goods-in-transit 47,508 17,106 Consumables 950 2,336
952,033 1,034,730
(b) Provision for obsolete stocks 2011 2010 N'000 N'000 Balance at the beginning of the year 38,468 38,468 Provision for the year 4,144 -
Balance at the end of the year 42,612 38,468
(c) Papers Papers 6,500 10,056 Provision for obsolete stocks (1,354) (1,354) 5,146 8,702 Trade debtors 2011 2010 N'000 N'000 9(a) Trade debtors 79,810 152,105 Provision for doubtful debts (Note 9(b) ) (4,040) (4,018)
75,770 148,087 Provision for doubtful debts 2011 2010 The movement in provision for doubtful debt is as follows: N'000 N'000 (b) Balance at the beginning of the year 4,018 2,731 Provision for the year 501 1,287 Bad debt written off (479) -
Balance at the end of the year 4,040 4,018
Annual Report & Accounts2011 2011 29 University Press Plc Notes to Financial Statements
Other debtors and prepayments 2011 2010 N'000 N'000 10(a) Prepayments 6,960 14,972 Sundry debtors (Note 10(b) ) 34,133 30,586 41,093 45,558 Sundry debtors 2011 2010 (b) These comprise: N'000 N'000 Staff debtors 21,745 17,218 Recoverable workshop expenses 12,081 10,576 WHT Recoverable 80 7,367 Miscellaneous debtors 9,702 7,662 43,608 42,823 Provision for doubtful debts (Note 10(c) ) (9,475) (12,237) Balance at the end of the year (Note 10(a) ) 34,133 30,586 Provision for doubtful debts 2011 2010 The movement in provision for doubtful debt is as follows: N'000 N'000 (c) Balance at the beginning of the year 12,237 8,432 Provision for the year 2,996 3,805 Bad debt written off (5,758) - Balance at the end of the year 9,475 12,237
Investments 2011 2010 N'000 N'000 11(a) These comprise: Quoted ordinary shares at cost (Note 11(c) ) 38,266 38,266 Provision for diminution in value (Note 11(d) ) (22,970) (22,437) 15,296 15,829
(b) Market value as at the end of the year 15,296 15,829
(c) Movement in quoted investments 2011 2010 N'000 N'000 Balance at the beginning of the year 38,266 40,171 Disposal of investments - (1,905)
Balance at the end of the year 38,266 38,266
(d) Provision for diminution in value 2011 2010 N'000 N'000 Balance at the beginning of the year 22,437 27,322 Provision for the year 533 - Provision no longer required - (4,885)
Balance at the end of the year 22,970 22,437 Other creditors and accruals 2011 2010 N'000 N'000 12(a) Accruals and provisions (Note 12(b) ) 212,888 199,718 Deposit for import - 36,554 Authors' production deposit 12,901 10,221 Deposit for shares 2 2 Other suppliers - 85,336 Staff incentive 29,208 36,610 Staff pension fund (Note 12(c) ) 2,941 6,210 Other creditors 35,004 39,808 292,944 414,459
30 Annual Report2011 & Accounts 2011 University Press Plc Notes to Financial Statements
(b) Accruals and provisions 2011 2010 N'000 N'000 These comprise: Royalty payable 194,704 185,067 Provision for audit fees 3,204 3,127 Corporate social responsibility (Note 12(d)) 14,980 11,524 212,888 199,718
(c) Staff Pension Fund 2011 2010 N'000 N'000 Balance at the beginning of the year 6,210 4,390 Charges for the year 33,217 28,256 Payments during the year (36,486) (26,436)
Balance at the end of the year (Note 12(a) ) 2,941 6,210
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. 2011 2010 N'000 N'000 Balance at the beginning of the year 11,524 9,474 Amount utilised during the year (3,796) (6,324) Provision for the year 7,252 8,374 Balance at the end of the year (Note 12(b) ) 14,980 11,524
Unclaimed dividend 2011 2010 N'000 N'000 13(a) Balance at the beginning of the year - 9,727 Transfer to separate account - (9,727) Balance at the end of the year - - (b) Unclaimed dividends are the amounts payable to Nigerian shareholders in respect of dividends previously declared by the Company which have been outstanding for more than 15 months after the initial payment. Dividend payable
14(a). The movement on the dividend payable account is as follows: 2011 2010 N'000 N'000 Balance at the beginning of the year - -
Proposed dividend declared (Note 20) 143,803 119,836 Payments during the year (143,803) (119,836)
Balance at the end of the year - -
(b). For the current year, a dividend of 35 per 50k share held has been proposed. These are 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.
Annual Report & Accounts2011 2011 31 University Press Plc Notes to Financial Statements
Staff gratuities 2011 2010 N'000 N'000 15(a) Retirement gratuities Balance at the beginning of the year 74,181 64,322 Provision for the year 32,744 15,094 Payments to Fund Administrator (98,519) - Payments during the year (8,008) (5,235) Balance at the end of the year 398 74,181 (b) Retirement gratuities represent provisions for liabilities as stated in accounting policy(j)
Share capital 16(a) Authorised: 2011 2010 Number Value Number Value N'000 N'000 N'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 359,508 179,755 299,590 149,795 Bonus issue (Note 20(c)) 71,902 35,950 59,918 29,960
Balance at the end of the year 431,410 215,705 359,508 179,755
Share premium 2011 2010 N'000 N'000 17. Balance at the beginning of the year 211,457 241,416 Bonus issue (Note 20c) (35,950) (29,959) Balance at the end of the year 175,507 211,457
Capital reserve 2011 2010 N'000 N'000 18(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 19 The movement in revaluation surplus is as follows: 2011 2010 N'000 N'000 Balance at the beginning of the year 209,725 209,725 Revaluation surplus Transfer from fixed assets - cost (Note 7(a) ) 434,151 - - accumulated depreciation (Note 7(a) ) 14,239 - Balance at the end of the year 658,115 209,725 Revenue reserves 2011 2010 N'000 N'000 20(a) Balance at the beginning of the year 654,985 497,998 Declared dividend (Note 14) (143,803) (119,836) 511,182 378,162 Retained profit for the year 211,375 276,823 Balance at the end of the year 722,557 654,985
32 Annual Report2011 & Accounts 2011 University Press Plc Notes to Financial Statements
(b) On 30 September 2010 the shareholders declared a dividend of 40k per share amounting to N143,803,167during the Annual General Meeting. The sum of N143,803,167 has been paid to the shareholders whose names were registered in the Company's register of members at close of business on 30th September 2010. (c) 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. Reconciliation of net profit to net cash provided by operating activities 21. 2011 2010 Note N'000 N'000 N'000 N'000 Profit after taxation 211,375 276,823 Adjustment to reconcile net income to net cash provided Depreciation of fixed assets 7 113,664 107,214 Profit on disposal of fixed assets 2(a) (2,802) (490) Profit on disposal of shares 2(a) - (196) Dividend received 2(a) (340) (482) Diminution in value of investments 11(d) 533 (4,885) Interest received 2(a) (3,021) (13,696)
Changes in assets and liabilities: 108,034 87,465 Decrease(Increase) in stocks and work-in-progress 82,697 (226,622) Decrease(Increase) in trade debtors 72,317 (9,462) (Increase)/Decrease in other debtors 4,465 5,127 Increase/(Decrease)in trade creditors 61,969 (20,747) (Decrease)/Increase in other creditors (121,515) 66,547 Increase in taxation 2,442 70,310 (Decrease) in dividend payable - (9,727) (Decrease)/Increase in gratuity (73,783) 9,859 28,592 (114,715) 348,001 249,573 Reconciliation of cash
22. 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: 2011 2010 N'000 N'000 Cash at bank and in hand 158,303 16,780 Short term deposits 100,420 229,970
258,723 246,750 Capital commitments
23. There were no commitments for capital expenditure at the balance sheet date (2010 : Nil). Contingent liabilities
24(a) No provision has been made in these financial statements for the potential capital gains tax of N65,811,500 (2010 : N20,972,500) which would arise if the revalued assets referred to in note 7(d) above were disposed of at the enhanced value. It is however not the intention of the Board to dispose off these assets as they are required for the operations of the Company.
Annual Report & Accounts2011 2011 33 University Press Plc Notes to Financial Statements
(b). There is contingent liability of N216,863,903 in respect of unconfirmed letter of credit in favour of a foreign supplier for payment after 120 days from date of shipment.
(c). Pending litigation There were contingent 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
25. 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
26. No events or transactions have occurred since 31 March 2011 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 2011.
34 Annual Report2011 & Accounts 2011 University Press Plc Statement of Value Added For The Year Ended 31 March 2011
2011 2010 N'000 % N'000 % Turnover 1,868,291 1,923,978 Bought in materials and services
- Local (614,926) (636,180) - Import (529,883) (538,426)
Value added 723,482 100 749,372 100
Value added as a percentage of turnover 39% 39%
Applied as follows:
To pay employees' salaries, wages and fringe benefits 278,016 38 222,354 30
To pay taxes to Government 115,256 16 133,544 18
To pay bank charges 5,171 1 9,437 1
To provide for maintenance of fixed assets 113,664 16 107,214 14
Retained for Company's growth and to pay dividend to shareholders 211,375 29 276,823 37
723,482 100 749,372 100
Annual Report & Accounts2011 2011 35 University Press Plc Five Year Financial Summary Financial Statements, 31 March 2011
2011 2010 2009 2008 2007 N'000 N'000 N'000 N'000 N'000 Turnover 1,868,291 1,923,978 1,614,137 956,945 691,754
Profit before taxation 326,631 410,367 336,400 240,700 168,040 Taxation (115,256) (133,5 44) (95,039) (77,186) (58,615)
Profit after taxation 211,375 276,823 241,361 163,514 109,425
Dividend declared 143,803 119,836 104,856 44,938 37,449
BALANCE SHEET Fixed assets 1,064,364 531,250 539,280 451,622 282,092 Current assets 1,342,915 1,490 ,953 1,209,694 962,350 513,209 Liabilities (633,953) (764,840) (648,598) (450,101) (303,311)
Total net assets 1,773,326 1,257,363 1,100,376 963,871 491,990
SHAREHOLDERS' FUNDS Share capital 215,705 179,753 149,795 149,795 74,898 Share premium 175,507 211,458 241,416 241,416 47,066 Capital reserve 1,442 1,442 1,442 1,442 1,442 Fixed assets revaluation surplus 658,115 209,725 209,725 209,725 - Revenue reserve 722,557 654,985 497,998 361,493 242,917
1,773,326 1,257,363 1,100,376 963,871 366,323
Basic earnings per share 48.99k 77k 80.56k 64.13k 73.05k
Net assets per share N4.11k N3.49k N3.67k N3.22k N3.28k
Declared dividend per share 40k 40k 35k 30 k 25k
Note: Declared dividend represents the dividend proposed for the preceding year but declared in the current year.
36 Annual Report2011 & Accounts 2011 University Press Plc Performance Indicator
691,754 956,945 1,614,137 1,923,978 1,868,261 2000 1900 1800 Turnover 1700 1600 1500 1400 1300 1200 1100 1000 900 800 700 600 500 400 300 200 100 2007 2008 2009 2010 2011
2007 2008 2009 2010 2011
Dividend
25k 30k 35k 40k 35k
2007 2008 2009 2010 2011
Earnings Per share
73.05k 64.13k 80.56k 77.00k 48.99k Ten Naira One Naira Ten Kobo
Annual Report & Accounts2011 2011 37 University Press Plc Share Capital History
The nominal value of the issued and paid up share capital of the Company as at 31st March, 2011 was N215,704,750. 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 (Right 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 (Right Issue)
2009 - - 149,794,966 179,753,959 Scrip Issue (1 for 5)
2010 - - 179,753,959 215,704,750 ‘’ ‘’ ‘’
2011 - - 215,704,750 215,704,750 -
38 Annual Report2011 & Accounts 2011 University Press Plc Bonus History
S/NO YEAR END DATE ISSUED RATE 1. 31/03/1992 1992 1 for 6 2. 31/03/1997 1997 1 for 6 3. 31/03/2003 2003 1 for 5 4. 31/03/2006 2006 1 for 5 5. 31/03/2009 2009 1 for 5 6. 31/03/2010 2010 1 for 5
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 30/10/2010 31 31/03/2011 35K 29/09/2011
Annual Report & Accounts2011 2011 39
IMPORTANT NOTICE ON REVALIDATION OF SHAREHOLDERS' e-DIVIDEND MANDATE
As you aware, the Central Bank of Nigeria (CBN) recently introduced the Nigerian Uniform Bank Account Number (NUBAN) in June 1, 2011 for adoption by all clearing Banks in Nigeria. Consequent upon this, all shareholders' bank account details in the Registrar's data base 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 NUBAN information/details may result to delay or non processing of your request by the Registrar.
Thank you.
PROXY FORM
(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, 29th September, 2011 at 11.00a.m. and at any adjournment thereof. As witness my/our hands this……………………day of…………………….2011. 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, 2011 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 Chief O. B. Okuboyejo (above 70 years) 5(a) Mallam Adamu Sufi 5(b) Mr. Obafunso Ogunkeye 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 officer or attorney 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 Act 1990, 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, 29th September, 2011 at 11.00 a.m.
Name of Shareholder...... Surname Other Names Acct. No
Signature of Person Attending…………………………………………
THIRD FOLD HERE AND INSERT AND HERE FOLD THIRD
. M. B. 12964, Lagos 12964, B. M. . P
venue, Ikeja venue, A Akran Oba 30, Plot
FIRST FOLD HERE Registrars Limited Registrars WEMA
The Registrar The
stamp
postage
affix Please
SECOND FOLD HERE
NEW BOOKS
...high quality textbooks for all levels, ranging from Early Child Care Development Education, Primary, Junior Secondary to Senior Secondary School levels. Our books are specially written and packaged to meet the rising standards of education. For further information, please contact: Principal Manager (National Field Operations) - 08020521810 Principal Manager (Field Operations, West) - 08020521812 OUR DISTRIBUTION NETWORK COVERS THE ENTIRE NATION Principal Manager (Field Operations, North) - 08020521809 Senior Manager (Field Operations, East) - 08020521813 E-mail: [email protected], www.universitypressplc.com