H Introduction Contents Pages INTRODUCTION a. Financial Highlights 3 b. Notice of Annual General Meeting 4-5 c. Directors and other Corporate Information 7-8 BUSINESS REVIEW a. Chairman's Statement 10-14 b. Chief Executive Officer's Review 15-22 c. The Board of Directors' Profile 25-27 d. Report of the Directors 28-36 e. Report of the Audit Committee 37 FINANCIAL STATEMENTS a. Report of the Independent Auditors 44 b. Statement of Financial Position 45 c. Income Statement 46 d. Statement of Comprehensive Income 47 e. Statement of Changes in Equity 48 f. Statement of Cash Flows 4 9 g. Index to Notes to the Financial Statement 50 h. Notes to the Financial Statements 51-91 I. Value Added Statement 92 SHAREHOLDERS' INFORMATION a. List of Key Distributors 95-97 b. Unclaimed Dividends 98 c. Share Capital History 99 d. Application for E-Dividend 101 e. Proxy Form 102 f. Electronic Delivery Mandate Form 103 Honeywell Flour Mills Plc. 1 Introduction Financial Highlights 3 Notice of Annual General Meeting 4-5 Directors and other Corporate Information 7-8 Honeywell Flour Mills Plc. 2 Introduction Financial Highlights for the year ended 31 March, 2013. % 1ncrease/ Result in millions of Naira 2013 2012 ( Decrease) Revenue 45,709 38,052 20 Profit before taxation 3,815 3,665 4 Profit after taxation 2,844 2,694 6 Total assets 55,437 47,930 16 Shareholders fund 18,553 17,016 9 Issued and fully paid share capital 3,965 3,965 – Data per 50k share kobo kobo Earnings 35.86 33.97 6 Proposed Dividend* 16.00 15.00 7 Net Assets 233.95 214.57 9 Stock Exchange Information Stock Exchange Quotation as at March 31 (in Naira per Share) 2.94 2.17 35 Number of Share Issued (in millions) 7,930 7,930 - Market Capitalization as at March 31 (in millions of Naira) 23,315 17,209 35 * The Directors propose a Dividend payment of 16 kobo (2012: 15 kobo) per share on the Issued Share Capital of 7,930,197,658 ordinary shares of 50 kobo each, subject to the approval of the Shareholders at the Annual General Meeting. Financial Calendar Date (i) Dividend Qualification Date September 6, 2013 (ii) Closure of Register of Members September 9 to 13, 2013 (iii) 4th Annual General Meeting to receive the Audited Financial Statements for the year ended March 31, 2013 September 24, 2013 (iv) Payment of Dividend September 25, 2013 Honeywell Flour Mills Plc. 3 Introduction Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Fourth Annual General Meeting of the Company will hold as follows: Date: Tuesday September 24, 2013 Venue: Civic Centre Ozumba Mbadiwe Street Victoria Island Lagos. Time: 11a.m The following will be transacted at the meeting as ordinary business: 1 To receive the Audited Financial Statements for the year ended 31 March, 2013, together with the Report of the Directors, Auditors & Audit Committee thereon. 2 To declare a Dividend. 3 To elect Directors. 4 To approve the remuneration of Directors. 5 To authorise the Directors to fix the Auditors remuneration 6 To elect members of the Audit Committee. Proxy Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. A proxy form is enclosed herewith. A proxy form must be completed and deposited at the office of the Company's Registrar, First Registrars Limited, 2 Abebe Village Road, Iganmu Lagos not later than 48 hours before the time fixed for the meeting. Audit Committee Any Shareholder may nominate another Shareholder as a member of the Audit Committee by giving notice in writing Honeywell Flour Mills Plc. 4 Introduction Notice of Annual General Meeting of such nomination to the Secretary of the Company at least 21 days before the Annual General Meeting. Dividend If the Dividend recommended by the Directors is approved by the members at the Annual General Meeting, Dividend will be paid by Wednesday, September 25, 2013 to the Shareholders whose names appear in the Company's Register of Members on the close of business on Friday September 6, 2013. Closure Of Register And Transfer Books The Register of Members and Transfer books will be closed from Monday, September 9, 2013 to Friday, September 13, 2013, both days inclusive for the purpose of updating the Register of Members. E-Dividend Notice is hereby given to all Shareholders to open bank accounts, stock broking accounts and CSCS accounts for the purpose of dividend. A detachable application form for e-dividend is attached to this Annual Report to enable all shareholders to furnish particulars of their accounts to the Registrar (First Registrars Limited) as soon as possible. E-Report In order to improve delivery of our Annual Reports, we have inserted a detachable Form to this Annual Report and hereby request Shareholders who wish to receive Annual Reports of the Company in an electronic format to complete and return the Form to the Registrars for further processing. In addition, the Annual Reports are available online for viewing and download from our website at www.honeywellflour.com BY ORDER OF THE BOARD Oluwayemisi Busari (Mrs.) Company Secretary Honeywell Flour Mills Plc. 5 Introduction Directors and other Corporate Information Board of Directors Dr. Oba Otudeko, D.Sc. (Hon) CFR – Chairman Folaranmi Babatunde Odunayo – Executive Vice Chairman / CEO Lt. General Garba Duba [Rtd] Jens Mollenbach (Danish) Obafemi Otudeko Akinsoji Akintayo David William Obray (South African) Theophilus Oluranti Sokunbi Dr. Nino Albert Ozara – Executive Director Secretary Oluwayemisi Busari (Mrs) Tel: +234 1 731 5870, +234 1 793 2694 Operational Office (a) Apapa Factory 2nd Gate By-Pass Tin Can Island Port Apapa, Lagos. Website: www.honeywellflour.com Email: [email protected] (b) Ikeja Factory Plot YABB, Mobolaji Johnson Avenue Alausa Ikeja, Lagos. Registrars First Registrars Nigeria Limited 2, Abebe Village Road, Iganmu, Lagos. Registered Office SW8/1185 Sanda Street Molete, Ibadan. Honeywell Flour Mills Plc. 7 Introduction Directors and other Corporate Information - cont’d Bankers Access Bank Plc Diamond Bank Plc Ecobank Nigeria Plc Fidelity Bank Plc First Bank of Nigeria Limited Guaranty Trust Bank Plc Keystone Bank Limited Skye Bank Plc Standard Chartered Bank Nigeria Limited Union Bank of Nigeria Plc United Bank for Africa Plc Zenith Bank Plc Auditors BBC PROFESSIONALS (Chartered Accountants) 24, Ilupeju By-Pass Ilupeju, Lagos. Honeywell Flour Mills Plc. 8 Business Review Chairman’s Statement 10 - 14 Chief Executive Officer’s Review 15 - 22 The Board of Directors Profile 25 - 27 The Report of the Directors 28 - 36 The Report of the Audit Committee 37 Honeywell Flour Mills Plc. 9 Chairman’s Statement Fellow Shareholders, my colleagues on the Board of Directors, Gentlemen of the Press, Ladies and Gentlemen, I am pleased to welcome you to the 4th Annual General Meeting of our beloved Company. It is a privilege for me to lay before you the Annual Report and Financial Statements of your Company for the year ended 31 March 2013. Dr. Oba Otudeko, D.Sc. (Hon.) CFR Business Review Chairman’s Statement - cont’d Since the listing of the Company on the recession in the Eurozone and the weaker Nigerian Stock Exchange (NSE), the expansion of the U.S. economy. It is anticipated performance of the Company has been on the that the recent rise in financial market volatility ascent, in spite of the challenging environment and associated yield increases will partly under which we operate. In the course of my reverse. However, if this fails, portfolio shifts, address this morning, I shall also enunciate the further yield increases and continued higher plans that are afoot to lift the performance of volatility could result in sustained capital flow the Company and create further wealth for the reversals and lower growth in emerging Shareholders economies. Global Economic Environment Nigerian Economic Environment In 2012, a number of challenges stood in the The Nigerian economy faced numerous path of a more widespread economic growth challenges which impacted overall economic namely: the protracted Eurozone debt crisis, activity in 2012. There was a decline in the real waning demand for Chinese exports and growth rates of economic activity in both the oil reduced demand for commodities in the and non-oil sectors. Oil production was less than Asia/Pacific region. Overall, global exports expected at 2.37 million barrels per day during only witnessed a mere 1% growth in 2012. The the first half of the year while the non-oil sector slowdown in global trade was caused by export was affected by the incidents of flooding. The declines in Japan, China and Germany while manufacturing sector enjoyed a slight upturn in the growth experienced in the U.S. contracted its growth rate in the second quarter of 2012 to in the fourth quarter of 2012. The International 7.59% and the rate closed the year at 7.71%. Monetary Fund in its World Economic Outlook According to the Nigerian Bureau of Statistics has predicted a subdued global growth rate of (NBS), the economy grew at a rate of 6.61% and 3% in 2013. The forecast is driven by weaker is expected to rise to 6.75% in 2013. domestic demand and slower growth in several key emerging markets as well as a more The inflation rate showed a general downward protracted recession in the Eurozone. trend during the year, despite the economic challenges that the country witnessed. From the Global growth rate increased marginally from 12.6% recorded in January 2012, the headline 1 3 2 /2 % in the second quarter of 2012 to 2 /4 % in inflation rate reached 12.9% at the end of the first the first quarter of 2013.