FMN PLC Annual Report 2017-Min

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Contents

Our Mission, Our Vision 2

Notice of Annual General Meeting 3

Board of Directors, Officers and Other Corporate Information 5

Financial Highlights 6

Company Profile 7

Chairman's Statement 9

Report of the Directors 17

Directors’ Responsibilities in relation to the Financial Statements 28

Report of the Independent Auditors 29

Audit Committee Report 35

Consolidated and Separate Statements of Profit or Loss Comprehensive Income 36

Consolidated and Separate Statements of Financial Position 37

Consolidated Statements of Changes In Equity 38

Separate Statements of Changes In Equity 39

Consolidated and Separate Statements of Cash Flows 40

Notes to the Annual Report 41

Consolidated and Separate Statements of Value Added - Group 123

Consolidated and Separate Statements of Value Added - Company 124

Five-Year Financial Summary - Group 125

Five-Year Financial Summary - Company 126

Performance Indicators 127

Share Capital History of the Company 128

Marketing Pages 129

E-Dividend Form 143

Proxy/Admission Form 147

001
Our Vision
To be the undisputed market leader as the
premier food and agro-allied business in Africa

Our Mission
To produce and supply products of superior quality
and value to the Nigerian market thereby enriching
the lives of consumers, customers, communities,
employees and all shareholders

Goals
To help us reach our goals:
Be a customer-centric company
Be focused on both product and process
innovation
Always seek to build shareholder value for
all stakeholders
Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the fifty seventh ANNUAL GENERAL MEETING of Flour Mills of Nigeria PLC will
be held at THE LANTANA HALL, EKO HOTEL & SUITES, ADETOKUNBO ADEMOLA STREET, VICTORIA
ISLAND, LAGOS on Wednesday 6th September, 2017 at12 noon to transact the following business:

ORDINARY BUSINESS:
1. Receive the Audited Financial Statements for the year ended 31st March, 2017 and the Reports of
the Directors, Auditors and Audit Committee thereon.
2. Declare a dividend.
3. Re-elect Directors.
4. Fix the remuneration of the Directors.
5. Authorize the Directors to fix the remuneration of the Auditors.
6. Elect members of the Audit Committee.

SPECIAL BUSINESS:
7. Renew General Mandate for Related Party Transactions.

NOTES:
1. PROXY
A member of the company entitled to attend and vote at the above meeting is entitled to appoint
a proxy to attend and vote instead of him. A proxy need not be a member of the company. For
the appointment to be valid, a completed proxy form must be deposited at the office of “Atlas
Registrars Limited, 34 Eric Moore Road, Iganmu, Lagos, P. O. Box 341, Apapa”, not later than 48
hours before the time fixed for the meeting.

2. DIVIDEND
The Board recommends a dividend of N1.00 (2016–N1.00) per ordinary share of 50 kobo each.
This dividend is to be declared out of accumulated pioneer profit.

3. DIVIDEND WARRANTS
If approved, the dividend warrants will be posted on Tuesday 12th September, 2017 to
shareholders, whose names appear in the Register of Members at the close of business on
Friday 4th August, 2017.

4. CLOSURE OF REGISTER AND TRANSFER BOOKS


NOTICE IS HEREBY GIVEN that the Register of Members and Transfer Books of the Company will be
closed from Monday 7th August to Friday 11th August, 2017 both days inclusive.

5. AUDIT COMMITTEE
In accordance with Section 359 (5) of the Companies and Allied Matters Act CAP C20 LFN 2004, a
nomination (in writing) by any member or shareholder for appointment to the Audit Committee

003
Notice of Annual General Meeting cont’d

should reach the Company Secretary at least 21 days before the Annual General Meeting. The Code of
Corporate Governance of the Securities and Exchange Commission (SEC) requires that some of the
members of the Audit Committee should have basic financial literacy and be knowledgeable in internal
control processes.

Similarly, in line with Section C of Rule 2 of the Financial Reporting Council of Nigeria (FRC)
Rules, the Chairman of the Audit Committee must be a professional member of an accounting body
established by Act of the National Assembly in Nigeria.

In view of the foregoing, we would therefore request that nominations must be accompanied by a
copy of the nominee's Curriculum Vitae. The Curriculum Vitae of eligible candidates will be posted on
the Company's website before the date of the meeting.

6. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS


Pursuant to Rule 19.12 (c) of the Nigerian Stock Exchange's Rule book 2015, please note that it is the
right of every shareholder to ask questions not only at the meeting but also in writing prior to the
meeting. We urge that such questions be submitted to the Company Secretariat not later than two
weeks before the date of the meeting.

BY ORDER OF THE BOARD

UMOLU, JOSEPH A.O.


Company Secretary
FRC/2013/NBA/00000003687

20th July, 2017


1, Golden Penny Place,
Wharf Road, Apapa, Lagos.

004
Directors, Officers and other Corporate Information

Directors Mr. George S. Coumantaros (Chairman Emeritus - Deceased on 17 October, 2016) (U.S. Citizen)
John G. Coumantaros (Chairman) (U.S. Citizen)
Dr. (Chief) Emmanuel A. Ukpabi (KJW) (Vice- Chairman)
Paul Miyonmide Gbededo (Group Managing Director)
Alhaji Abdullahi A. Abba
Prof. Jerry Gana, CON
Alfonso Garate (Spanish)
Alhaji Rabiu M. Gwarzo, OON
Ioannis Katsaounis (Greek)
Thanassis Mazarakis (Greek)
Atedo N. A Peterside, CON
Foluso O. Philips
Alhaji Y. Olalekan A. Saliu
Folarin R. A. Williams
Mrs. Salamatu Hussaini Suleman Appointed 8th March 2017

Secretary Joseph Odion Umolu


Company registration number RC 2343

Date of incorporation September 29, 1960

Independent Auditors KPMG Professional Services


KPMG Tower
Bishop Aboyade Cole Street
Victoria Island
Lagos

Registered office / Business address 1, Golden Penny Place,


Wharf Road
Apapa,
Lagos

Registrars and Transfer office Atlas Registrars Ltd


34 Eric Moore Road,
Iganmu,
(Bagco Building)
P.O.Box 341, Apapa, Lagos

Bankers Access Bank Plc Skye Bank Plc


Citibank Nigeria Limited Stanbic IBTC Bank Plc
Diamond Bank Plc Suntrust Bank Limited
Ecobank Nigeria Plc Union Bank of Nigeria Plc
Fidelity Bank Plc United Bank for Africa Plc
First Bank of Nigeria Limited Wema Bank Plc
First City Monument Bank Zenith Bank Plc
Guaranty Trust Bank Plc
Heritage Bank Limited
Providus Bank Limited

005
Group Financial Highlights

31-Mar-17 31-Mar-16 Increase /


(Decrease)
N ‘000 N ‘000 %

Revenue 524,464,448 342,586,459 53


Profit before taxation 10,472,847 11,489,278 (9)
Net income tax credit (1,636,395) 2,931,006 (156)
Profit from continuing operations 8,836,452 14,420,284 (39)

Other comprehensive income for the year net of taxation 762,491 (559,456) (236)
Non-controlling interest 874,968 (200,037) (537)
Retained Profit 8,723,975 14,060,865 (38)

Share Capital 1,312,126 1,312,126 0


Shareholders’ Fund 102,544,344 95,765,774 7
Market Capitalisation 46,711,686 50,910,489 (8)
Proposed Dividend 2,624,252 2,624,252 0

Per Share data(kobo)


Earnings (Basic) 303 557 (46)
Earnings (Diluted) 303 557 (46)
Dividend 100 100 0
Dividend Cover 3.03 5.57
Net Assets 3908 3649 7
Stock Exchange quotation at 31st March 1780 1940 (8)

Other Data
Number of employees (Group) 6,122 7,182 (15)
Number of employees (Company) 3,455 3,393 2

006
Report of The Directors
for the year ended 31st March, 2017

1. Accounts

The Directors are pleased to present the annual report together with the audited consolidated and separate financial
statements of the company and its subsidiaries (together, “the Group”) for the year ended 31st March, 2017.

2. Legal form

The Company was incorporated in Nigeria on 29th September, 1960 as a private limited liability company and
converted to a public liability company in November, 1978. The shares are currently quoted on the Nigerian Stock
Exchange.

3. Principal activities

The group is primarily engaged in flour milling; production of pasta, noodles, edible oil and refined sugar; production
of livestock feeds; farming and other agro-allied activities; distribution and sale of fertilizer; manufacturing and
marketing of laminated woven polypropylene sacks and flexible packaging materials; operation of Terminals A and B
at the Apapa Port; customs clearing, forwarding and shipping agents and logistics.

4. Results Group Company


31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N '000 N '000 N'000 N'000
Revenue 524,464,448 342,586,459 375,225,284 247,876,504
Operating profit 41,439,897 9,052,143 29,948,911 4,300,173
Profit before taxation 10,472,847 11,489,278 10,979,579 6,248,497
Profit for the year 8,836,452 14,420,284 9,829,046 10,425,786
Total comprehensive income for the year 9,598,943 13,860,828 10,473,401 9,950,884

5. Dividend

The Directors are pleased to recommend to shareholders at the forthcoming annual general meeting the declaration
of a total of N2.62 billion (2016: N2.62 billion) representing a dividend of N1.00 (2016: N1.00) per ordinary share of 50
kobo each. This dividend is to be declared out of accumulated pioneer profit.

6. Directors and directors' interests


The names of Directors who are currently in office are detailed on page 5.

In accordance with the Company's Articles of Association, the following Directors retire and, being eligible, offer
themselves for re-election at the next Annual General Meeting:

Retiring by rotation:
Mr. Ioannis Katsaounis
Mr. Thanassis Mazarakis
Alhaji Y. Olalekan Saliu
Mr. Folarin Williams
Mrs. Salamatu Suleiman

No Director has an interest in contracts.


Mrs. Salamatu Suleiman who was appointed to the Board as a non–executive Director of the company on
Wednesday, 8th March 2017 will seek confirmation of her appointment at the Annual General Meeting.

No Director has a service contract not determinable within five years.

017
Report of The Directors
for the year ended 31st March, 2017 cont’d

7. Directors' interests in shares


The Directors' interests in the issued share capital of the Company as recorded in the Register of members and/or as
notified by them for the purpose of Section 275 of the Companies and Allied Matters Act, Cap C20 Laws of the
Federation of Nigeria, 2004 are as follows:

Interests in shares
31-Mar-17 31-Mar-16
Director Direct Indirect Direct Indirect
**Mr. George S. Coumantaros - - - -
**John G. Coumantaros - - - -
Alhaji Abdullahi A. Abba 12,343 - 12,343
Dr. (Chief) Emmanuel A. Ukpabi (KJW) 4,194,986 - 4,194,986 -
Paul Miyonmide Gbededo 1,667,370 - 1,167,370 -
Prof. Jerry Gana, CON 44,000 - 44,000 -
Ioannis Katsaounis 2,570,765 - 2,570,765 -
Folarin R. A. Williams 30,082 - 30,082 -
*Atedo N. A Peterside, CON - 2,500,000 - 2,150,000
Alhaji Rabiu M. Gwarzo, OON 199,722 - 199,722 -
Alhaji Y. Olalekan A. Saliu 1,608,985 - 1,608,985 -
Foluso O. Philips - - - -
Alfonso Garate - - - -
Thanassis Mazarakis - - - -
Mrs Salamatu Hussaini Suleiman - - - -

*Mr. Atedo N. A. Peterside, CON owns these shares indirectly through The First ANAP Domestic Trust.

**Mr. George S. Coumantarous and Mr. John G. Coumantarous represent Exclesior Shipping Company Limited. See
note 1.4 of the financial statements.

8. Profile of Directors seeking re-election

The profile of Directors seeking re-election at the Annual General Meeting.


Mr. Ioannis Katsaounis
Mr. Ioannis Katsaounis is a non-executive member of the Board of Directors of Flour Mills of Nigeria Plc, a position he
has occupied since September, 1993.

Mr. Katsaounis holds a Graduate Degree in Economics, University of Geneva (1972); Graduate Degree in Regional
Development, University of Athens (1975); Bachelor of Science Degree in Mechanical Engineering (University of
Minnesota 1969) and an MBA in Economics from the University of California, Berkeley (1970). He is an alumnus of
Harvard Business School of Post Graduate Studies.

Prior to joining Flour Mills, Mr. Katsaounis was the founder and owner of Plexus Construction Company, Greece (1974
– 1985). He has also served as Managing Director and General Manager of Alucanco S. A. Greece, an aluminum cans
manufacturing company (1985-2000).

Mr. Thanassis Mazarakis


Thanassis Mazarakis is a non-executive member of the Board of Directors of Flour Mills of Nigeria PLC, a position he
has occupied since 3rd July, 2006.

018
Report of The Directors
for the year ended 31st March, 2017 cont’d

He holds a Bachelor of Arts degree from Princeton University (1984) and a Masters in Business Administration from
the Wharton School at the University of Pennsylvania (1985). Prior to joining Flour Mills, Mr. Mazarakis has held
numerous finance, marketing and general management positions. Most recently he was the Chief Financial Officer of
the Prudential Insurance Company of America, one of the largest US life insurance companies, and the Chief
Executive Officer of Chase Merchant Services, the largest global credit and debit card transaction processor.

Mr. Folarin Rotimi Abiola Williams


Mr. F. R. A. Williams Jnr, a Chemical Engineer and a legal practitioner, joined the Board of Flour Mills of Nigeria Plc as a
non-executive member on 20th May, 2005.

He was educated at Imperial College of Science and Technology, London where he graduated BSc. (Hons.) AGGI
Chemical Engineering. He received an award for Outstanding Work in the Humanities at the University of London in
1976.

Following a study at Selwyn College Cambridge from 1981 to 1983, Mr. Williams obtained MA Cantab Law and
subsequently attended the Nigerian Law School from 1983 to 1984.

Mr. Williams is a highly experienced legal practitioner who is principally active in commercial and corporate advisory
work and litigation. He is currently serving on the Board of Pharma-Deko Plc, G. Cappa Plc, Smithkline Beecham Plc
and a number of other companies.

Alhaji Y. Olalekan A. Saliu


Alhaji Saliu is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN) and holds an Upper Second Class
honours Bachelor of Science Degree in Economics, University of Ibadan (June 1969). He had a brief stint with the Civil
Service of the old Western Nigeria before travelling to the United Kingdom in January 1971 for training in
Accountancy which he completed in June 1973.

On his return to Nigeria in 1974, he joined the accounting firm of KPMG Audit (formerly Peat Marwick Ani Ogunde &
Co) and rose to the position of a Partner before joining Flour Mills of Nigeria Plc in February 1994 as Finance
Director/Company Secretary. He stepped aside from his role of Finance Director in September, 2011 and continued
to serve Flour Mills as an Executive Director and Company Secretary.
Alhaji Saliu retired as the Company Secretary on 31st December, 2015 and remains on the Board of Directors as a
non-executive director of the Company.

Mrs. Salamatu Hussaini Suleman


Mrs. Salamatu Hussaini Suleiman joined the Board of Flour Mills of Nigeria Plc. as an independent non-executive
director on Wednesday 8th March 2017.

Mrs. Salamatu Hussaini Suleiman, who is presently an independent non-executive director of Stanbic IBTC Holdings
Plc, is an experienced professional in corporate business development and an amazon in the Nigerian public sphere
widely known for her advocacy for the education of the girl-child and women development.

Mrs. Suleiman obtained an LLB (Hons) degree from Ahmadu Bello University, Zaria, Kaduna State, Nigeria in 1981 as
well as an LLM (with Distinction in “Multinational Enterprise and the Law”) from the London School of Economics &
Political Science in 1987. She commenced her professional career as a State Counsel with the Ministry of Justice
Sokoto in 1981 and thereafter worked with Continental Merchant Bank from 1988 to 1996 and NAL Merchant Bank
from 1996 to 1997. She also worked as Secretary/Legal Adviser with the Aluminum Smelter Company of Nigeria from
1997 to 2001 and later became the Secretary and Director of Legal Services at the Securities & Exchange Commission
between 2001 and 2008.

019
Report of The Directors
for the year ended 31st March, 2017 cont’d

Mrs. Suleiman was appointed Honourable Minister of Women Affairs and Social Development, Federal Republic of
Nigeria in December 2008 and went on to become the Honourable Minister of State, Foreign Affairs Ministry, Federal
Republic of Nigeria in 2010. In February 2012, Mrs. Suleiman was appointed Commissioner, Political Affairs, Peace
and Security, ECOWAS Commission and completed her tenure at the end of April 2016.

9. Directors' Responsibilities
The Directors are responsible for the preparation of financial statements which give a true and fair view in accordance
with International Financial Reporting Standards (IFRSs) and in the manner required by the Companies and Allied
Matters Act of Nigeria, Cap C20 LFN 2004 and the Financial Reporting Council of Nigeria (FRCN) Act. In doing so, they
ensure that:

l proper accounting records are maintained;


l applicable accounting standards are complied with;
l suitable accounting policies are adopted and consistently applied;
l judgments and estimates made are reasonable and prudent;
l the going concern basis is used, unless it is inappropriate to presume that the Company will continue in
business and;
l Internal control procedures are instituted which, as far as is reasonably possible, safeguard the assets and
also prevent and detect fraud and other irregularities.

10. Corporate Governance


Introduction
The Company is committed to the best practice and procedures in corporate governance. Its business is conducted in
a fair, honest and transparent manner which conforms to high ethical standards. This enables the directors and
Management to accomplish the company's strategic goals, ensure good growth and corporate stability for the
benefit of all stakeholders.

Board composition
The Company's Articles of Association provides that the Company's Board of Directors shall consist of not more than
fifteen directors. Presently, the Board has a non-executive Chairman, a non-executive Vice Chairman, one executive
director and eleven non-executive directors, two of whom are independent directors.
The thorough process of selecting Board members gives premium to educational and professional background,
integrity, competence, capability, knowledge, expertise, skills, experience and diversity.

Board meetings
Members of the Board of Directors hold a minimum of four quarterly meetings to approve the Company's business
strategy and objectives, decide on policy matters, direct and oversee the Company's affairs, progress, performance,
operations, finances; and ensure that adequate resources are available to meet the Company's goal and objectives.
Attendance of Directors at quarterly meetings is very good.

It is noteworthy that the Company's Memorandum and Articles of Association allows for teleconferencing in
order to ensure wide consultation and maximum participation by board members.

In line with provisions of Section 258(2) of the Companies and Allied Matters Act of Nigeria, Cap C20 LFN 2004,
record of Directors' attendance at Board meetings is available for inspection at the Annual General Meeting.

020
Report of The Directors
for the year ended 31st March, 2017 cont’d

Role of Directors
The highlights of the role of directors include:

l Critical and regular examination of the company's overall strategy with a view to ensuring that its goals,
business plan and budget are in alignment.

l Assign respective committees to consider and take appropriate decisions on issues requiring Board
attention.

l Establish well-considered objectives for the company and monitor implementation, reviewing performance
and ensure the deployment of appropriate competencies.

l Ensure that adequate resources are available to meet the company's goals and objectives.

l Oversee Board appraisal, training, succession planning, appointment and remuneration of members.

Board Committees
The Board of Directors has two principal board committees in line with SEC's Code of Corporate Governance. These
are listed below indicating the summary of attendance at meetings held during the financial year ended March 31,
2017:

Remuneration/ Governance Committee


Mr. John G. Coumantaros
Dr. (Chief) Emmanuel A. Ukpabi (KJW)
Mr. Thanassis Mazarakis
Mr. Joseph Umolu - Company Secretary
Record of attendance at Meetings (Yes - Present; No - Absent):

Name 20/07/2016 07/12/2016


Mr. John G. Coumantaros Yes Yes
Dr. (Chief) Emmanuel A. Ukpabi (KJW) No Yes
Mr. Thanassis Mazarakis Yes Yes
Mr. Joseph Umolu Yes Yes

Risk Management Committee


Members of the committee include:
Mr. Paul Miyonmide Gbededo
Mr. Thanassis Mazarakis
Alhaji Rabiu M. Gwarzo, OON
Alhaji Y. Olalekan A. Saliu
Mr. J. Vauthier - Chief Finance Officer
Mr. W. Percival – Deigh - Group Head, Internal Audit
Mr. Joseph Umolu - Company Secretary

Record of attendance at Meetings (Yes - Present; No - Absent):

021
Report of The Directors
for the year ended 31st March, 2017 cont’d

Name 20/07/2016 07/12/2016


Mr. P. M. Gbededo Yes Yes
Mr. T. Mazarakis Yes Yes
Alh R.M. Gwarzo, OON Yes Yes
Alh. Y. O. A. Saliu Yes Yes
Mr. J. Vauthier Yes Yes
Mr. W. Percival - Deigh Yes Yes
Mr. Joseph Umolu Yes Yes

Segments and Directorates


For effective management, the group is structured along the following Segments and Directorates

Segments
l Agro Allied
l Food
l Packaging
l Port operations and logistics
l Real estates

Directorates
l Finance
l Corporate services/ Legal
l Technical
l Marketing and Sales
l Supplies/ Procurement
l General Services
l Human Resources
l Internal Audit

Frequency and Attendance of Board Meetings


The Board held four (4) meetings during the financial year ended March 31, 2017. The notice for each meeting was in
line with the Company's Articles of Association and board papers are usually provided to Directors in advance.

Senior Executives of the Company are invited to attend board meetings and make representations of their business
units.
A summary of record of attendance at Board meetings is presented below:

Name 20/07/2016 08/09/2016 07/12/2016 08/03/2017


Mr. George S. Coumantaros (Deceased) No No N/a N/a
Mr. John G. Coumantaros Yes Yes Yes Yes
Dr. (Chief) Emmanuel Akwari Ukpabi (KJW) Yes Yes Yes Yes
Mr. Paul M. Gbededo Yes Yes Yes Yes
Alhaji Abdullahi Ardo Abba Yes No Yes Yes
Alhaji Rabiu Muhammad Gwarzo, OON Yes Yes Yes Yes
Mr. Ioannis Katsaounis Yes Yes Yes Yes
Mr. Thanassis Mazarakis Yes Yes Yes Yes
Mr. Atedo N. A. Peterside, CON Yes Yes Yes Yes
Mr. Folarin Rotimi Abiola Williams Yes Yes Yes Yes
Prof. Jerry Gana, CON No Yes Yes Yes

022
Report of The Directors
for the year ended 31st March, 2017 cont’d

Alhaji Yunus Olalekan Saliu Yes Yes Yes Yes


Mr. Folusho Olajide Phillips [Independent ] Yes Yes Yes Yes
Mr. Alfonso Garate No Yes Yes Yes
Mrs. Salamatu Suleiman [Independent ] N/a N/a N/a Yes

Yes - Present
No - Absent
NA – Not applicable (not a director on this date)

Statutory Audit Committee

Composition
Pursuant to section 359(3) of the Companies and Allied Matters Act of Nigeria, Cap C20 LFN 2004, the Company
has put in place an Audit Committee comprising three Directors and three shareholders as follows:

l Mr. K. A. Taiwo
l Mr. E. O. Oladokun
l Mr. S. O. Ogunnowo
l Dr (Chief) E. A. Ukpabi
l Mr. F. Phillips
l Alh. Y. O. A. Saliu

The functions of the Committee are laid down under section 359 (6) of the Companies and Allied Matters Act Cap C20
Laws of the Federation of Nigeria, 2004.

Meetings
Members of the Audit Committee receive regular reports and updates on financial matters and internal control
reviews from internal and external auditors. A summary of record of attendance at Audit Committee meetings
held during the financial year ended March 31, 2017 is presented below:

Name 22/06/2016 14/07/2016 13/12/2016 10/03/2017


Mr. K.A. Taiwo Yes Yes Yes Yes
Mr. E.O. Oladokun No No Yes Yes
Mr. S.O. Ogunnowo Yes Yes Yes Yes
Mr. Foluso Phillips N/a N/a Yes Yes
Dr. (Chief) E. A. Ukpabi No No Yes Yes
Alh. Y. O. A. Saliu Yes Yes Yes Yes

Yes- Present
No- Absent
N/A- Not applicable

Internal Audit:
The Company's efforts to continuously ensure sound financial discipline and adherence to high ethical standards, as
part of its enhanced corporate governance strategy, have resulted in the setting up of a robust Group Internal Audit
which is risk focused.

023
Report of The Directors
for the year ended 31st March, 2017 cont’d

Internal audit function is currently manned by a team of professionals charged with the responsibility of ensuring
that strategic business risks facing the Group are promptly identified, effectively mitigated, and that
recommendations are proffered and continuously monitored. To ensure independence of this important function,
Internal Audit reports directly to the statutory Audit Committee on a quarterly basis and is supervised by the Risk
Management Committee of the Board.

Code of Business Conduct


In demonstration of strong commitment to best practices in corporate governance, integrity and high ethical
standards in all aspects of our business, FMN has a Code of Conduct in place. Apart from being in line with current
global trends, FMN's Code of Conduct also aligns with the requirements of regulatory authorities.

Through the provisions of the Code, FMN instills in its Directors and Employees the need to maintain high standard of
corporate values, transparency, accountability, professionalism and promote good corporate governance.

Whistle Blowing
Under its whistle blowing mechanism, employees of FMN and other stakeholders including third parties are
encouraged to report any observed or suspected acts of fraud, corruption or other irregularities, orally or
anonymously contact the independent helpline by telephone or online without fear of reprisal or recrimination.

The company guarantees that the identity of the reporting individual or organization shall be accorded utmost
protection and the report timeously investigated and treated.

The robust system has been embraced by all employees and stakeholders and it is producing good results.

11. Regulatory matters


The Financial Reporting Council of Nigeria (FRCN) has granted the Company a waiver which allows the Chief Finance
Officer, Mr. Jacques Vauthier to sign the Company's financial statements for the year ended 31 March 2017 without
indicating his FRC registration number along with certifiction, pending the conclusion of his registration with FRCN.
The waiver is granted on the condition that the registration requirement shall be fulfilled before signing-off the
financial statements for the year ending 31 March 2018.

12. Security trading policy


Flour Mills of Nigeria Plc has put in place a Code of Conduct which aligns with section 14 of the Amendment to the
Listing Rules of the Nigeria Stock Exchange.

During the financial year under review, the Directors and employees of the Company complied with the Nigerian
Stock Exchange Rules relating to securities transactions and the provisions of the FMN Code on Insider Trading.

13. Complaint management policy


In line with the Securities and Exchange Commission (SEC) Rules relating to the Complaints Management Framework
of the Nigerian Capital Market, FMN has established a clearly defined Complaints Management Policy to handle and
resolve complaints within the purview of the Framework.

The Framework as established by FMN involves the maintenance of an electronic complaints register by our
Registrars and the Policy is available for review on the Company's website and copies of same shall be circulated to
members at the Annual General meeting.

024
Report of The Directors
for the year ended 31st March, 2017 cont’d

14. Substantial Interest in shares


The Registrar has advised that according to the Register of Members on March 31, 2017, apart from Excelsior
Shipping Company Limited with 1,369,231,166 (2016: 1,369,231,166), representing 52.18% of the paid up share
capital, no other individual shareholder held up to 5% of the issued share capital of the Company.

15. Analysis of Shareholding Structure

As at March 31, 2017 No of Percentage (%) No of shares Percentage (%)


shareholders held
1-1,000 27,713 34.83 11,557,787 0.45
1,001-5,000 39,491 49.63 93,944,581 3.58
5,001-10,000 5,750 7.23 40,596,602 1.55
10,001-50,000 5,077 6.38 106,383,728 4.05
50,001-100,000 728 0.92 52,091,089 1.98
100,001-500,000 623 0.78 129,726,994 4.94
500,001-1,000,000 85 0.11 61,573,130 2.35
1,000,001 and above 94 0.12 2,128,379,277 81.10
79,561 100.00 2,624,253,188 100.00

16. Donations and Charitable Gifts


No donation was made to any political party or organization during the year.
Donations and charitable gifts amounting to N16 million were made during the year (2016: N7.62 million):

Donations N
Nigeria Employers' Consultative Association (NECA) 300,000
Association of Company Secretaries and Legal Advisers 300,000
(Sponsorship of ACSLA Manufacturing Maiden Lecture)
Polymer Institute of Nigeria 6,000,000
Association of Food, Beverage and Tobacco Employees (AFBTE) 3,000,000
Manufacturers Association of Nigeria 2,350,000
Raptors Basketball Academy 3,800,000
Lagos Chamber of Commerce 250,000
16,000,000

17. Events after the reporting period


There were no significant developments since the reporting date which could have had a material effect on the
state of affairs of the Company at March 31, 2017 and the profit for the year ended on that date which have not
been adequately provided for or recognized in the financial statements.

18. Customers
The Company's products are sold through numerous customers who are spread across the country. Amongst its main
customers are YALE Foods Limited, OK Foods Limited, Chikki Foods Industries Limited, Beloxxi Industries Limited,
Niger Biscuit Company Limited, Leventis Foods Limited and Eminco Investment (Nigeria) Limited.

19. Suppliers
The Company obtains its materials at arm's length basis from overseas and local suppliers. Amongst its main overseas
and local suppliers are Star Trading Company Limited, Southern Star Shipping Co. Inc., Buhler AG., First Blend Limited,
Vitachem Nigeria Limited, Montizen Limited, Gas Link Limited and Wahum Packaging Limited.

025
Report of The Directors
for the year ended 31st March, 2017 cont’d

20. Property, plant and equipment


Movements in Property, plant and equipment during the year are shown in Note 18 of the financial statements. In the
opinion of the Directors, the market value of the Company's properties is not less than the value shown in the audited
financial statements.

21. Human Capital


(a) Employment and Employees
The Company reviews its employment policy in line with the needs of our business. Careful recruiting is
undertaken to ensure that potential high performers are attracted and retained.

Equal Employment Opportunity and Diversity


Subject to the applicable laws, we recruit, hire, train, promote, discipline and provide other conditions of employment
without regard to a person's race, colour, religion, sex, age, national origin, disability or other classifications protected
under the law. This includes providing reasonable accommodation for members' disabilities or religious beliefs and
practices.

(b) Employee Developments


Local and Overseas Training and Development Programmes are organized to meet the needs of the Company's
modernization / automation strategy implementation.

The Company continues to place premium on its Human Capital Development arising from the fact that this would
ensure improved efficiency of the business and maintain strategic advantage over competition.

(c) Health, Safety and Environment


The Company appreciates the value of safe work environment to business success and therefore embarks on periodic
assessment to ensure compliance and safety. Employees are continuously sensitized and pep talks on safe work
procedures precede the commencement of each shift in the operational areas. The Company provides Personal
Protective Equipment to employees as required by the nature of job and safety officers are on regular monitoring to
ensure usage compliance.

There are fully equipped clinics at various sites of operations.

The employee canteens at all sites of operations continue to provide nutritionally balanced meals in very conducive
environment and at subsidized rates.

(d) HIV/AIDS Policy


HIV/AIDS policy guidelines are in place and employees are encouraged to undertake voluntary counseling and
testing (VCT) in order to confirm their HIV status. Continuous interactions at workshops with known HIV positive
individuals are arranged from time to time to educate staff and eliminate discrimination and stigmatization. Regular
educational programmes are arranged to sustain the message as part of the activities to mark World's AIDS day
annually.

(e) Performance Management/Target Setting


Performance Management/Target Setting is implemented in line with Management resolve to set strategic
objectives for effective monitoring of performance of the company and its employees.

026
Report of The Directors
for the year ended 31st March, 2017 cont’d

22. Auditors
Messrs. KPMG Professional Services, having satisfied the relevant corporate governance rules on their tenure in office
have indicated their willingness to continue in office as auditors to the Company. In accordance with Section 357 (2)
of the Companies and Allied Matters Act Cap C20 Laws of the Federation of Nigeria, 2004 therefore, the auditors will
be re-appointed at the next annual general meeting of the Company without any resolution being passed.

A resolution will however be proposed authorizing the Directors to determine the remuneration of the Auditors.

BY ORDER OF THE BOARD

Joseph Odion A. Umolu


Company Secretary
FRC/2013/NBA/00000003687

1Golden Penny Place,


Wharf Road, Apapa.
Lagos, Nigeria.

30 June, 2017

027
Directors' Responsibilities in relation to the Financial Statements

The Directors accept responsibility for the preparation of the annual financial statements that give a true and fair
view in accordance with International Financial Reporting Standards and in the manner required by the
Companies and Allied Matters Act Cap C.20 Laws of the Federation of Nigeria, 2004 and the Financial Reporting
Council of Nigeria Act, 2011.

The Directors further accept responsibility for maintaining adequate accounting records as required by the
Companies and Allied Matters Act Cap C.20 Laws of the Federation of Nigeria, 2004 and for such internal control
as the directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement whether due to fraud or error.

The Directors have made an assessment of the Company's ability to continue as a going concern and have no
reason to believe the Company will not remain a going concern in the year ahead.

Signed on behalf of the Board of Directors By:

Paul Miyonmide Gbededo Alhaji Y. Olalekan A. Saliu


Group Managing Director Director
FRC/2013/IODN/00000003828 FRC/2013/ICAN/00000003595
30 June, 201 7 30 June, 201 7

028
KPMG Professional Services Telephone 234 (1) 271 8955
KPMG Tower 234 (1) 271 8599
Bishop Aboyade Cole Street Internet www.kpmg.com/ng
Victoria Island
PMB 40014, Falomo
Lagos.

Independent Auditor’s Report


to the Shareholders of Flour Mills of Nigeria Plc

Report on the Audit of the Consolidated and Separate Financial Statements

Opinion
We have audited the consolidated and separate financial statements of Flour Mills of Nigeria Plc (“the Company”) and its
subsidiaries (together, “the Group”), which comprise the consolidated and separate statements of financial position as at 31
March 2017, and the consolidated and separate statements of profit or loss and other comprehensive income, consolidated
and separate statements of changes in equity and consolidated and separate statements of cash flows for the year then
ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 41 to 120.

In our opinion, the accompanying consolidated and separate financial statements give a true and fair view of the
consolidated and separate financial position of the Company and its subsidiaries as at 31 March 2017, and of its
consolidated and separate financial performance and its consolidated and separate cash flows for the year then ended in
accordance with International Financial Reporting Standards (IFRSs) and in the manner required by the Companies and
Allied Matters Act, Cap C 20, Laws of the Federation of Nigeria, 2004 and the Financial Reporting Council of Nigeria Act,
2011.

Basis for Opinion


We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the consolidated and separate Financial
Statements section of our report. We are independent of the Group and Company in accordance with the International
Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) together with the ethical
requirements that are relevant to our audit of the consolidated and separate financial statements in Nigeria and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters


Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated and separate financial statements of the current period. These matters were addressed in the context of our
audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

KPMG Professional Services, a Partnership established under Partners:


Nigeria law, is a member of KPMG International Cooperative Abiola F. Bada Adebisi O. Lamikanra Adekunle A. Elebute Adetola P. Adeyemi
(”KPMG International”), a swiss entity, All rights reserved.
Adewale K. Ajayi Ajibola O. Olomola Ayodele A. Soyinka Ayodele H. Othihiwa
Registered in Nigeria No BN 986925 Ayobami L. Salami Chibuzor N. Anyanechi Goodluck C. Obi Ibitomi M. Adepoju
Joseph O. Tegbe Kabir O. Okunlola Mohammed M. Adama Oladapo R. Okubadejo
Oladimeji I. Salaudeen Olanike I. James Olumide O. Olayinka Olusegun A. Sowande
Oluwafemi O. Awotoye Oluwatoyin A. Gbagi Oguntayo I. Ogungbenro Victor U. Onyenkpa

Associate Partners:
Nneka C. Eluma Temitope A. Onitiri

029
Report Of The Independent Auditors
to the Shareholders of Flour Mills of Nigeria Plc

a. Revenue recognition

Refer to significant accounting policies (Note 2.4) and Revenue (Note 5) on pages 44 and 67 respectively of the
financial statements.

The key audit matter How the matter was addressed in our audit

Revenue is the most significant income statement account The following audit procedures were performed among
and impacts the majority of the key performance indicators others:

on which the Company and its directors are assessed. l We evaluated the design and implementation
and the operating effectiveness of key internal
controls over the quantity and unit prices of
Furthermore, the different nature of businesses within the goods sold, approval of invoices and also tested
the effectiveness of controls over authorization
Group require a careful assessment of the appropriateness of discounts and rebates.
and timing of revenue recognition due to the high volume of
l We assessed the appropriateness of the timing
transactions and adjustments to discounts and rebates. of revenue recognition based on contractual
These factors make revenue a matter of focus in our audit. agreements with customers.

l We compared, on a sample basis, the quantity


of sales and unit prices on the system to the
approved invoices and delivery notes
acknowledged by customers.

l We recomputed accruals for rebates and sales


discounts using approved percentages and
compared with amounts recorded in the
Company's general ledger.

l We checked on a sample basis the process of


identifying significant intra-company and intra-
group transactions and checked that such
transactions had been appropriately reconciled
between the entities and eliminated in
preparing the financial statements of the
Company and the Group.

l We performed cut-off procedures by checking


that revenue transactions occurring both prior
and post the year end date were recognized in
the correct period.

030
Report Of The Independent Auditors
to the Shareholders of Flour Mills of Nigeria Plc

b. Valuation of Inventory

Refer to significant accounting policies (Note 2.15) and inventory (Note 28) on pages 51 and 96 respectively of the financial
statements.

The key audit matter How the matter was addressed in our audit

Inventory is significant to the Group's operations and is held in We performed the following procedures among
different locations across the country under varied storage others:
conditions. These varied storage conditions sometimes result in
l We observed the stock count in all locations across
inventory losses, obsolescence and slow moving stock.
the country and checked that damaged, slow moving
and obsolete stock items had been appropriately
A significant proportion of the Group's inventory of raw materials
identified.
comprise grains and other commodities which are stored in un-
bagged heaps. Judgment is involved in the valuation of these items l On a sample basis, we tested the aging and usage patterns of
and reliance is placed on specialist measurements to estimate inventory to identify slow moving items.
quantities.
l We checked that adequate allowance had been made
for expired, slow moving, damaged and obsolete
items by comparing our expectations with the amount
recorded in the general ledger

l We obtained the inventory quantity report prepared by the


specialist engaged by the Group and challenged the key
assumptions applied in the measurement by comparing the
assumptions to our expectations based on knowledge of the
Group, industry experience and other externally derived
data.

l We tested the unit cost used for inventory measurement by


checking the related amount to third party invoices.
l We tested a sample of inventory items to ensure they
were held at the lower of cost and net realizable value;

c. Accounting for foreign currency transactions


Refer to Significant accounting policies (Note 2.6) and net operating gains and losses (Note 8) on Pages 45 and
71 respectively of the financial statements.
The key audit matter How the matter was addressed in our audit
l We obtained the list of forwards and futures foreign
Due to the general scarcity of foreign currency in the country, the Group
exchange contracts entered into by the Group and
entered into a significant volume of derivative financial instruments in
checked to underlying documentation.
form of foreign exchange forwards and futures contracts during the
year. These derivatives require the use of valuation techniques to l We challenged management's basis of determining
the forecasted forward price and discount rates by
determine their fair values at the reporting date.
checking for consistency with relevant market
parameters and other externally derived data.
The valuation is based on estimates and assumptions that are highly
subjective which include discount rates and forecast forward prices. l We used KPMG valuation specialists to challenge the
Group's assumptions with respect to the fair value of
the derivatives assets and liabilities and to evaluate key
valuation inputs including price, foreign exchange rate
and discount rates applied by the Group in the
valuation.

l We also used our KPMG valuation specialists to


recompute the fair value of the derivative and
compared the expected fair values to the balance in
the general ledger.

031
Report Of The Independent Auditors
to the Shareholders of Flour Mills of Nigeria Plc

Other Information
The Directors are responsible for the other information which comprises the Board of directors, officers and other
corporate information, Report of the directors, Directors' responsibilities in relation to the financial statements, Audit
committee report, other national disclosures (but does not include the consolidated and separate financial statements
and our audit report thereon), which we obtained prior to the date of this auditor's report. It also includes financial and
non-financial information such as the Chairman's Statement, shareholders' information, amongst others (together
''Outstanding reports''), which are expected to be made available to us after that date.

Our opinion on the consolidated and separate financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the consolidated
and separate financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information; we are required to report that fact. We have nothing to report in this regard.

When we read the Outstanding reports, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to the Audit Committee.

Responsibilities of the Directors for the Consolidated and separate Financial Statements
The Directors are responsible for the preparation of consolidated and separate financial statements that give a true and
fair view in accordance with IFRS and in the manner required by the Companies and Allied Matters Act, Cap C.20, Laws of
the Federation of Nigeria, 2004 and the Financial Reporting Council of Nigeria Act, 2011, and for such internal control as
the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.

In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group
and Company's ability to continue as a going concern, disclosing, as applicable matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the Group and Company or to
cease operations, or have no realistic alternative but to do so.

Auditor's Responsibility for the Audit of the Consolidated and separate Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatements when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

l Identify and assess the risks of material misstatement of the consolidated and separate financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal

032
Report Of The Independent Auditors
to the Shareholders of Flour Mills of Nigeria Plc

control.

l Obtain an understanding of internal control relevant to the audit 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 Group and Company's internal control.

l Evaluate the appropriate of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.

l Conclude on the appropriateness of directors' use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group and Company's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the
related disclosures in the consolidated and separate financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor's report. However, future events or conditions may cause the Group and Company to
cease as a going concern.

l Evaluate the overall presentations, structure and content of the consolidated and separate financial
statements, including the disclosures, and whether the consolidated and separate financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.

l Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements. We
are responsible for the direction, supervision and performance of the group audit. We remain solidly responsible
for our audit opinion.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the
audit and significant findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
though to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee, we determine those matters that were of most significance
in the audit of the consolidated and separate financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosures about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

033
Report Of The Independent Auditors
to the Shareholders of Flour Mills of Nigeria Plc

Report on Other Legal and Regulatory Requirements


Compliance with the requirements of Schedule 6 of the Companies and Allied Matters Act, Cap C.20, Laws of the
Federation of Nigeria, 2004

In our opinion, proper books of account have been kept by the Company, so far as appears from our examination of
those books and the company's statement of financial position and statement of profit or loss and other comprehensive
income are in agreement with the books of account.

Signed:

Adetola P. Adeyemi, FCA


FRC/2012/ICAN/00000000620
For: KPMG Professional Services
Chartered Accountants
30 June 2017
Lagos, Nigeria

034
Audit Committee Report
to members of Flour Mills of Nigeria Plc for the financial year ended 31st March 2017

ln compliance with section 359 (3) to (6) of the Companies and Allied Matters Act 1990 the Audit Committee
received the Audited Financial Statements for the year ended 31st March 2017 together with Management
Control Report from the External Auditors and management response thereto at duly convened meetings of the
Committee.

We reviewed the scope and planning of the audit requirements and found them adequate.

After due consideration the Committee accepted the Report of the External Auditors that the financial
statements give a true and fair view of the state of the Company's financial affairs as at 31st March 2017 having
been prepared in accordance with generally accepted accounting principles, agreed ethical practices and
statutory requirements. The Committee reviewed Management's response to the External Auditors findings in
the Management Control Report and we and the External Auditors are satisfied with Management response.

The Committee considered and approved the provision made in the Financial Statements for the remuneration
of the External Auditors.

We confirm that the internal control system was constantly and effectively monitored through effective internal
audit function.

The External Auditors confirmed having received full cooperation from Management in the
course of their statutory audit.

The Committee therefore recommended that the Audited Financial Statements for the year ended 31st March
2017 and the External Auditors' Report thereon be presented for adoption at this Annual General Meeting.

Dated 28th June, 2017

MR. KASHIMAWO AKANJI TAIWO, FCA


FRC/2013/ICAN/00000002890
CHAIRMAN, AUDIT COMMITTEE

Other Members of the Audit Committee:

Chief Sunday Olutayo Ogunnowo


Mr. Ebenezer Oluwafemi Oladokun

Chief (Dr) Emmanuel Akwari Ukpabi, (KJW)

Mr. Foluso Philips

Alhaji Yunus Olalekan Saliu

035
Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income
for the year ended March 31, 2017

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


Note(s) N ‘000 N ‘000 N ‘000 N ‘000
Revenue 5 524,464,448 342,586,459 375,225,284 247,876,504
Cost of sales 6 (457,775,380) (304,961,737) (324,918,838) (223,664,917)
Gross profit 66,689,068 37,624,722 50,306,446 24,211,587
Selling and distribution expenses 9 (5,341,148) (5,003,801) (4,981,999) (4,600,274)
Administrative expenses 10 (18,419,807) (15,848,261) (12,013,415) (9,436,976)
Net operating gains and losses 8 (1,488,216) (7,720,517) (3,362,121) (5,874,164)
Operating profit 41,439,897 9,052,143 29,948,911 4,300,173
Gain on disposal of investment in associate 12 - 23,731,422 - 13,952,039
Investment income 13 1,562,304 1,103,475 3,230,407 1,008,096
Finance costs 14 (32,529,354) (22,397,762) (22,199,739) (13,011,811)
Profit before taxation 10,472,847 11,489,278 10,979,579 6,248,497
Net income tax (expense) /credit 15 (1,636,395) 2,931,006 (1,150,533) 4,177,289
Profit for the year 8,836,452 14,420,284 9,829,046 10,425,786

Other comprehensive income:

Items that will not be reclassified to profit or loss:


Remeasurements on net defined benefit liability 35 1,153,011 (664,250) 979,281 (579,832)
Related tax 16 (368,964) 173,814 (313,370) 173,950

Remeasurements of defined benefit liability, net of tax 784,047 (490,436) 665,911 (405,882)
Items that may be reclassified to profit or loss:
Loss on available-for-sale financial assets (21,556) (69,020) (21,556) (69,020)
Other comprehensive income for the year net of taxation 762,491 (559,456) 644,355 (474,902)
Total comprehensive income for the year 9,598,943 13,860,828 10,473,401 9,950,884

Profit attributable to :

Owners of the Company 7,961,484 14,620,321 9,829,046 10,425,786


Non-controlling interest 23 874,968 (200,037) - -
8,836,452 14,420,284 9,829,046 10,425,786
Total comprehensive income attributable to:
Owners of the Company 8,712,032 14,060,865 10,473,401 9,950,884
Non-controlling interest 23 886,911 (200,037) - -
9,598,943 13,860,828 10,473,401 9,950,884
Earnings per share

Per share information


Basic earnings per share (kobo) 17 303 557 375 397
Diluted earnings per share (kobo) 17 303 557 375 397

The notes on pages 41 to 120 form an integral part of the financial statements.

036
Consolidated and Separate Statements of Financial Position
as at March 31, 2017

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Ma r-16
Note{s} N ‘000 N ‘OOO N ‘000 N ‘000
Assets

Non-Current Assets
Property, plant and equipment 18 216,866,184 211,588,076 85,393,986 85.732,371
Investment property 19 1,929,196 2,023,379 48,137 49,704
Goodwill 21 4,148,022 4,148,022 1,876,816 1,876,816
Intangible assets 20 208,370 735,330 191,508 86,435
Investment in subsidiaries 23 - - 3,866,517 3,636,985
Biological assets 25 29,131 352,020 - -
Deferred tax 16 1,846,674 66,022 - -
Long term receivables 26 989,022 - 25,053,053 2,551,592
Available for sale investments 24 24,140 45,696 24,140 45,696
Prepayments 30 1,679,252 1.703,939 1,604,444 1,703,939

Total non—current assets 227,719,991 220,662,484 118,058,601 95,683,538


Current Assets
Inventories 28 117,296,162 58,698,768 63,597,671 37,257,683
Biological assets 25 558,480 182,613 - -
Trade and other receivables 29 21,403,132 18,966,168 80,823,655 66,504,239
Derivative assets 27 755,516 - 387,814 -
Prepayments 30 69,851,473 13,625,250 52,235,925 12,179,968
Cash and cash equivalents 31 45,018,503 33,213,043 28,829,491 21,671,179

Total current assets 254,883,266 124,685,842 225,874,556 137,613,069


Total Assets 482,603,257 345,348,326 343,933,157 233,296,607

Equity and liabilities

Capital and reserves


Share capital 33 1,312,126 1,312,126 1,312,126 1,312,126
Share premium 33 36,812,540 36,812,540 36,812,540 36,812,540
Fair value reserve {111,316) {89,760} (111,316) (89,760)
Retained earnings 60,450,685 54,900,934 70,102,349 62,209,233
Equity attributable to owners of the Company 98,464,035 92,935,840 108,115,699 100,244,139

Non-controlling interests 23 4,080,309 2,829,934 - -

Total equity 102,544,344 95,765,774 108,115,699 100,244,139

Liabilities

Non-Current Liabilities
Borrowings 34 50,879,043 48,009,715 7,363,893 8,209,155
Retirement benefit obligation 35 3,676,418 4,077,811 3,084,875 3,454,172
Long service award 36 1,568,859 1,593,819 1,403,388 1,426,602
Deferred tax 16 7,819,480 5,768,040 5,904,270 4,553,105
Deferred income 37 8,618,213 7,093,966 648,432 900,749
72,562,013 66,543,351 18,404,858 18,543,783
Current Liabilities

Bank overdraft 31 49,023,812 16,412,986 34,349,436 6,657,427


Derivative liabilities 27 ,3.492,739 - 2,969,054 -
Trade and other payables 38 94,567,170 50,416,914 55,801,512 29,046,061
Borrowings 34 141,702,267 100,830,460 111,429,573 67,045,775
Current tax payable 15 2,136,490 1,336,015 550,633 439,157
Deferred income 37 2,089,158 1,076,024 221,658 256,687
Dividend payable 39 2,032,098 1,936,869 2,032,098 1,936,869
Customer deposits 40 12.453,166 11,029,933 10,058,636 9,126,709

307,496,900 183,039,201 217,412,600 114,508,685


Total liabilities 380,058,913 249,582,552 235,817,458 133,052,468
Total Equity and liabilities 482,603,257 345,348,326 343,933,157 233,296,607

The financial statements were approved by the board of directors on 30 June’, 2017 and were signed on its behalf by

Paul Miyonmide Gbededo Alhaji Y. O. A. Saliu Jacques Vauthier


Managing Director Director Chief Finance Officer
FRC/2013/IODN/00000003828 FRC/2013/ICAN/00000003595
The notes on pages 41 to 120 form an integral part of these financial statements.

037
Consolidated Statement of Changes in Equity
for the year ended March 31, 2017

Share capital Share premium Fair value Capital Retained Equity Non-controlling Total equity
reserve reserve earnings attributable to interest
owners of the
company
N ‘000 N ‘000 N ‘000 N ‘000 N ‘000 N ‘000 N ‘000 N ‘000
Group
Balance as at April 01, 2015 1,312,126 36,812,540 (20,740) 281,201 45,967,357 84,352,484 3,057,911 87,410,395

Profit for the year - - - - 14,620,321 14,620,321 (200,037) 14,420,284


Other comprehensive income - - (69,020) - (490,436) (559,456) - (559,456)

Total comprehensive income for the year - - (69,020) - 14,129,885 14,060,865 (200,037) 13,860,828

Transactions with owners recorded directly in equity


Transfer to reserves from unclaimed dividends (Note 39) - - - - 33,423 33,423 - 33,423
Transfer from capital reserves to retained earnings - - - (281,201) 281,201 - - -
Dividend declared (Note 39 - - - - (5,510,932) (5,510,932) (27,940) (5,538,872)

Total contributions by and distributions to owners of the company


recognised directly in equity - - - (281,201) (5,196,308) (5,477,509) (27,940) (5,505,449)

Balance as at March 31, 2016 1,312,126 36,812,540 (89,760) - 54,900,934 92,935,840 2,829,934 95,765,774

Balance as at April 01, 2016 1,312,126 36,812,540 (89,760) - 54,900,934 92,935,840 2,829,934 95,765,774

Profit for the year - - - - 7,961,485 7,961,485 874,967 8,836,452


Other comprehensive income - - (21,556) - 772,103 750,547 11,944 762,491

Total comprehensive income for the year - - (21,556) - 8,733,588 8,712,032 886,911 9,598,943

Transactions with owners recorded directly in equity


Acquisition of NCI without a change in control (Note 23) - - - - (581,996) (581,996) 363,464 (218,532)
Transfer to reserves from unclaimed dividends (Note 39) - - - - 22,412 22,412 - 22,412
Dividends declared (Note 39) - - - - (2,624,253) (2,624,253) - (2,624,253)

Total contributions by and distributions to owners of the


company recognised directly in equity - - - - (3,183,837) (3,183,837) 363,464 (2,820,373)

Balance as at March 31, 2017 1,312,126 36,812,540 (111,316) - 60,450,685 98,464,035 4,080,309 102,544,344

Note(s) 33 33

038
The notes on pages 41 to 120 form an integral part of these financial statements.
Separate Statement of Changes in Equity
for the year ended 31 March 2017

Share capital Share Fair value Retained Total Total equity


premium reserve earnings attributable to
equity holder of
the company
N ‘000 N ‘000 N ‘000 N ‘000 N ‘000 N ‘000
Company
Balance as at April 01, 2015 1,312,126 36,812,540 (20,740) 58,547,740 96,651,666 96,651,666

Profit for the year - - - 10,425,786 10,425,786 10,425,786


Other comprehensive income - - (69,020) (405,882) (474,902) (474,902)

Total comprehensive income for the year - - (69,020) 10,019,904 9,950,884 9,950,884

Transactions with owners recorded directly in equity


Transfer to reserves from merger (Note 22) - - - (880,902) (880,902) (880,902)
Transfer to reserves from unclaimed dividends - - - 33,423 33,423 33,423
Dividend declared (Note 39) - - - (5,510,932) (5,510,932) (5,510,932)

Total contributions by and distributions to owners of the


Company recognised directly in equity - - - (6,358,411) (6,358,411) (6,358,411)

Balance as at March 31, 2016 1,312,126 36,812,540 (89,760) 62,209,233 100,244,139 100,244,139

Balance as at April 01, 2016 1,312,126 36,812,540 (89,760) 62,209,233 100,244,139 100,244,139

Profit for the year - - - 9,829,046 9,829,046 9,829,046


Other comprehensive income - - (21,556) 665,911 644,355 644,355

Total comprehensive income for the year - - (21,556) 10,494,957 10,473,401 10,473,401

Transactions with owners recorded directly in equity


Transfer to reserves from unclaimed dividends (Note 39) - - - 22,412 22,412 22,412
Dividend declared (Note 39) - - - (2,624,253) (2,624,253) (2,624,253)

Total contributions by and distributions to owners of


Company recognised directly in equity - - - (2,601,841) (2,601,841) (2,601,841)

Balance as at March 31, 2017 1,312,126 36,812,540 (111,316) 70,102,349 108,115,699 108,115,699

039
Note(s) 33 33
The notes on pages 41 to 120 form an integral part of these financial statements.
Consolidated and Separate Statements of Cash Flows

Group Company

Note(s) 31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

Cash flows from operating activities

Cash (generated from)/used in operating activities 32 (7,183,833) 55,843,408 (7,881,387) 25,963,224


Income tax paid 15 (621,269) (629,927) (1,263) (102,174)
Long service award benefit paid 36 (99,174) (65,474) (88,048) (56,768)
Retirement benefit paid 35 (229,726) (662,227) (203,909) (389,251)
Foreign exchange loss
(5,795,397) (6,544,087) (6,154,270) (3,812,588)
Net cash (used in)/ generated from operating activities (13,929,399) 47,941,693 (14,328,877) 21,602,443

Cash flows from investing activities


Acquisition of property, plant and equipment 18 (21,016,212) (24,115,684) (6,842,793) (6,513,112)
Proceeds from sale of property, plant and equipment 222,446 356,688 156,467 85,257
Acquisition of intangible assets 20 (42,492) (15,864) (42,491) (12,993)
Acquisition of investment property 19 (9,564) - - -
Proceeds from biological assets sold/ harvested 25 674,345 31,844 - -
Net loans received from / (granted to) related companies 26 - 3,904,188 (23,813,415) 2,066,416
Net proceeds from sale of investment in associate 12 - 27,267,092 - 27,267,092
Additions to investment in subsidiary 23 - - (229,532) (50,000)
Finance income 13 1,562,304 1,103,475 3,230,407 982,569
Dividend income received 13 - - - 25,527

Net cash (used in)/ generated from investing activities (18,609,173) 8,531,739 (27,541,357) 23,850,756

Cash flows from financing activities


Proceeds from borrowings 34 176,925,100 136,860,256 113,195,929 69,968,981
Repayment of borrowings 34 (133,183,965) (97,520,217) (69,657,393) (35,954,536)
Movement in unsecured fixed rate bond - (19,248,115) - (19,248,115)
Dividends paid 39 (2,971,314) (3,688,887) (2,971,314) (3,660,946)
Finance costs paid 14 (29,036,615) (22,397,762) (19,230,685) (13,011,811)

Net cash generared from/ (used in) financing activities 11,733,206 (5,994,725) 21,336,537 (1,906,427)

Net cash movement for the year (20,805,366) 50,478,707 (20,533,697) 43,546,772
Cash at the beginning of the year 16,800,057 (33,678,650) 15,013,752 (27,904,763)
Cash decrease through merger - - - (628,257)

Net cash at end of the year 31 (4,005,309) 16,800,057 (5,519,945) 15,013,752

The notes on pages 41 to 120 form an integral part of these financial statements.

040
Notes to the Annual Report
for the year ended 31 March 2017

1 General information

1.1 Reporting entity


Flour Mills of Nigeria Plc (The Company) was incorporated in Nigeria as a private limited liability Company on 29
September 1960 and was converted to a public liability company in November 1978. Its registered head office is
located at 1 Golden Penny Place, Apapa, Lagos. These consolidated financial statements comprise the Company and its
subsidiaries (together referred to as the "Group").

1.2 Principal activities


The Group is primarily engaged in flour milling, production of pasta, noodles, edible oil and refined sugar, production
of livestock feeds, farming and other agro-allied activities, distribution and sales of fertilizer, manufacturing and
marketing of laminated woven polypropylene sacks and flexible packaging materials, operation of terminals A and B at
the Apapa Port, customs clearing, forwarding agents, shipping agents and logistics.

1.3 Going concern status


The financial statements have been prepared on a going concern basis. The Directors believe that there is no intention
or threat from any source to curtail significantly the Company's lines of business in the foreseeable future.

1.4 Ownership structure

Name of shareholder No of shares Percentage of


held share capital
Excelsior Shipping Company Limited 1,369,231,166 52.18
Other individuals and institutional shareholders 1,255,022,022 47.82
2,624,253,188 100

The parent and ultimate holding company is Excelsior Shipping Company Limited, a company registered in Liberia. The
beneficial owner of Excelsior Shipping Company is a trust established by the late Mr. John S. Coumantaros.

1.5 Financial period


These consolidated and seperate financial statements cover the financial year from 1 April 2016 to 31 March 2017, with
comparatives for year ended 31 March 2016.

1.6 Statement of compliance


The consolidated and separate financial statements have been prepared in accordance with International Financial
Reporting Standards issued by the International Accounting Standard Board (IASB) and the interpretation issued by
the International Financial Reporting Interpretation Committee (IFRIC) and the requirements of the Companies and
Allied Matters Act Cap C.20 Laws of Federation of Nigeria, 2004 and the Financial Reporting Council (FRC) of Nigeria
Act 2011 . The financial statements were authorised for issue by the board on 30 June 2017.

1.7 Basis of Preparation


The financial statements have been prepared on the historical cost basis except for the following:
Agricultural produce: Fair value less cost to sell.
Non-bearer plant biological assets: Fair value where possible and cost where it is impossible to determine the fair value.
Financial instruments: Initially measured at fair value and subsequently measured at amortised cost.
Inventories: Lower of cost and net realisable value
Defined benefits obligations: Present value of the obligation
Available for sale financial assets: Fair value through other comprehensive income
Derivative financial assets and liabilities: Fair value

041
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

1.8 Functional and presentation currency


For the purpose of these financial statements, the results and financial position of the Company and its subsidiaries are
expressed in Naira, which is the functional currency of the Group and Company, and the presentation currency for the
Group financial statements.

All amounts have been rounded to the nearest thousand, unless otherwise indicated.

2. Significant accounting policies


The following accounting policies have been applied consistently to all periods presented in these financial statements
except otherwise indicated:

2.1 Consolidation

2.1.1 Basis of consolidation


The consolidated financial statements incorporate the financial statements of the Parent Company and its subsidiaries.
The Group has power to exercise control over these subsidiaries. Control is exposure (right) to variable returns from an
involvement with an investee and an ability to affect those returns through power over the investee. This is generally
accompanied by a share of more than 50% of the voting rights.

The financial information of the subsidiaries are prepared as of the same reporting date and consolidated using
consistent accounting policies. Subsidiaries are consolidated from the date on which control is transferred to the
group and are included until the date on which the group ceases to control them.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified and recognized separately from
the group's interest therein, and are recognized within equity. Losses of subsidiaries attributable to non-controlling
interests are allocated to the non-controlling interest even if this results in a debit balance being recognized for non-
controlling interest.

Transactions which result in changes in ownership levels, where the group has control of the subsidiary both before
and after the transaction are regarded as equity transaction and are recognized directly in the statement of changes in
equity.

2.1.2 Business combinations


Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for
each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given and the
liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree.
Acquisition-related costs are recognized in profit or loss as incurred.

When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from
a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value
and included as part of the consideration transferred in a business combination. Changes in the fair value of the
contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with
corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from
additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition
date) about facts and circumstances that existed at the acquisition date.

Contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent
consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and
settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at
each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit
or loss.

042
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

2.1 Consolidation (continued)


The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as
measurement period adjustments depends on how the contingent consideration is classified. Contingent
consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent
settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is
remeasured at subsequent reporting dates in accordance with the Group's accounting policy on financial instruments
or, as appropriate, with the corresponding gain or loss being recognized in profit or loss.

Where a business combination is achieved in stages, the Group's previously-held interests in the acquired entity are
remeasured at fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if
any, is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have
previously been recognized in other comprehensive income are reclassified to profit or loss, where such treatment
would be appropriate if that interest were disposed of.

The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under
IFRS 3, Business combinations are recognized and measured at their fair value at the acquisition date, except:

l deferred tax assets or liabilities arising from the assets acquired and liabilities assumed are measured in
accordance with the Group's accounting policy on taxation.

l liabilities or assets related to employee benefit arrangements are recognized and measured in accordance with
the Group's accounting policy on employee benefits; .

l assets (or disposal groups) that are classified as held for sale in accordance with the Group's accounting policy on
Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with the applicable
Standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling
interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over
the net of the acquisition-date fair value of the identifiable assets acquired and the liabilities assumed. If, after
reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed
exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the
fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognized immediately in
profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the
entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling
interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of
measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are
measured at fair value or, when applicable, on the basis specified in another IFRS.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are
recognized to reflect new information obtained about facts and circumstances that existed as of the acquisition date
that, if known, would have affected the amounts recognized as of that date.

2.1.3 Business combination of entities under common control


Business combinations in which all of the entities or businesses are ultimately controlled by the Group both before and
after the combination and that control is not transitory are recognised as common control transactions. Where the
transaction takes the form of a merger in which individual assets are acquired and liabilities assumed rather than the
shares in the business being acquired, the acquirer accounts for such assets and liabilities at book value and the
difference between the carrying value of the investments and the net assets acquired is recognised in retained
earnings.

043
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

2.1.4 Investment in associates


An associate is an entity over which the group has significant influence and which is neither a subsidiary nor a joint
venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee
but is not control or joint control over those policies.

The results, assets and liabilities of associates are incorporated in the financial statements using the equity method of
accounting from the date on which the investee becomes an associate. Where such investments are classified as held
for sale, they are accounted for in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued
Operations.

Under the equity method, investments in associates are carried in the consolidated and separate statement of financial
position at cost adjusted for post acquisition changes in the group's share of net assets of the associate, less any
impairment losses.

Profits or losses on transactions between the group and an associate are eliminated to the extent of the group's
interest therein.

Gains or losses on disposal of investment in associate are recognized in profit or loss.

2.1.5 Loss of Control


When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary and any
related non- controlling interest and other component of equity. Any resulting gain or loss is recognized in profit or
loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

2.2 Non-current assets held for sale


Non-current assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to
sell.

Non-current assets are classified as held for sale if their carrying amount will be recovered through a sale transaction
rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the
asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and
customary for sales of such assets (or disposal groups).

2.3 Goodwill
Goodwill represents the excess of the consideration over the fair value of the net identifiable assets of the acquired
entity at the date of the acquisition. Goodwill arising on an acquisition of a business is carried at cost as established at
the date of acquisition of the business less accumulated impairment losses, if any.

The excess of the purchase price over the carrying amount of non-controlling interest, when the Group increases its
interest in an existing subsidiary, is recognized in equity. Goodwill is tested annually for impairment. Impairment losses
on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill
relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those
cash generating units or groups of cash-generating units that are expected to benefit from the business combination.

2.4 Revenue
Revenue represents amount received and receivable for goods supplied to customers and for services rendered.
Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in
the normal course of business, net of trade discounts, volume rebates, and value added tax.

Sale of goods
Revenue is recognized when the following conditions are met;

044
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Sale of goods (continued)

l the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

l the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor
effective control over the goods sold;

l the amount of revenue can be measured reliably;

l it is probable that the economic benefits associated with the transaction will flow to the Group; and

l the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services
` When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated
with the transaction is recognized by reference to the stage of completion of the transaction at the end of the
reporting period. The outcome of a transaction can be estimated reliably when all the following conditions are
satisfied:
l the amount of revenue can be measured reliably;
l it is probable that the economic benefits associated with the transaction will flow to the Group:
l the stage of completion of the transaction at the end of the reporting period can be measured reliably; and
l the costs incurred for the transaction and the costs to complete the transaction can be measured reliably.

When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue shall
be recognized only to the extent of the expenses recognized that are recoverable.

Advance payments received for goods yet to be delivered and services yet to be rendered by the Group/Company are
recognized as customer deposit liabilities on the statement of financial position and revenue is recognized as soon as
goods have been delivered or services have been rendered.

When an intangible asset is expressed as a measure of revenue, for example a service concession, the expiry of the
contract might be based on a fixed amount of total revenue to be generated from the service concession contract.
Provided that the contract is a fixed amount of revenue to be generated on which amortisation is to be determined, the
revenue that is to be generated might be an appropriate basis for amortising the intangible asset or when it can be
demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly
correlated.

2.5 Investment Income


Dividend income from investments is recognized when the shareholders' rights to receive payment have been
established by approval of dividend at the annual general meeting of the investee (provided that it is probable that the
economic benefits will flow to the Group and the amount of revenue can be measured reliably).

Interest income is recognized when it is probable that the economic benefits will flow to the Group and the amount of
revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding
and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Rental income from letting property is recognized in the profit or loss on a straight-line basis over the term of the lease.
Lease incentives granted are considered as an integral part of the total rental income and recognized over the term of
the lease. Rental income from the ordinary business of the group is recognized as revenue, while rental income from
activities other than the ordinary business are recognized as other operating income.

2.6 Foreign currency translation


Foreign currency transactions
Transactions in currencies other than the entity's functional currency (foreign currencies) are recognized at the rates of
exchange prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and
liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary
items that are measured based on historical cost in foreign currency are translated at the exchange rate at the date of

045
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

2.6 Foreign currency translation (continued)


the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined.

Exchange differences on monetary items are recognized in the profit or loss in the period in which they arise.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different
from those at which they were translated on initial recognition during the period or in previous financial statements
are recognized in profit or loss in the period in which they arise.

When a gain or loss on a non-monetary item is recognized in other comprehensive income and accumulated in equity,
any exchange component of that gain or loss in recognized in other comprehensive income and accumulated in
equity. When a gain or loss on a non- monetary item is recognized in profit or loss, any exchange component of that
gain or loss is recognized in profit or loss.

Cash flows arising from transactions in a foreign currency are recorded in naira by applying to the foreign currency
amount the exchange rate between the naira and the foreign currency at the date of the cash flow.

Exchange differences on foreign currency borrowings relating to assets under construction for future productive use,
which are included in the cost of those assets are regarded as an adjustment to interest costs on those foreign
currency borrowings.

2.7 Employee benefits


Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount
expected to be paid as cash bonus if the Group has a present legal or constructive obligation to pay this amount as a
result of past service provided by the employee and the obligation can be estimated reliably.

Defined contribution plans


The Group and Company operate a defined contribution based retirement benefit scheme for its staff, in accordance
with the Pension Reform Act of 2014 with employee contributing 8% and the employer contributing 10% each of the
employee's relevant emoluments (basic salaries, housing and transport allowances). Payments to defined
contribution retirement benefit plans are recognized as an expense when employees have rendered the service
entitling them to the contributions. Employees contributions are deducted through payroll.

Defined benefits
The Group also operates a gratuity scheme for its qualified staff. Benefits are related to the employees' length of
service and remuneration. The gratuity obligation is determined using the Projected Unit Credit Method, with
actuarial valuations being carried out at the end of each reporting period by an independent actuary. All actuarial
gains and losses are recognized immediately through other comprehensive income. Net interest is calculated by
applying the discount rate at the beginning of the period to the net defined benefit liability. The Company's obligation
in respect of the scheme is the amount of future benefits that employees have earned in return for their service in the
current and prior periods.

The benefit is discounted to determine its present value. The discount rate is the yield at the reporting date on Federal
Government of Nigeria issued bonds that have maturity dates approximate to the term of the Group's defined
benefits obligation. Defined benefit costs are categorised as follows:
l Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and
settlements)
l Net interest expense
l Remeasurement (actuarial gains and losses)

The service cost and net interest expense are charged to the profit or loss while the gains and loss due to
remeasurement are charged to other comprehensive income.

046
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

2.7 Employee benefits (continued)


Although the fund is not funded the Group ensures that adequate arrangements are in place to meet its obligations
under the scheme.

Long service award


In addition, the Group operates long service award for its qualified staff. The benefits are graduated depending on the
employees’ number of years in service to the group. The Group's obligation in respect of the scheme is the amount of
future benefits that employees have earned in return for their service in the current and prior periods. The benefit is
discounted to determine its present value. The discount rate is the yield at the reporting date on Federal Government
of Nigeria issued bonds that have maturity dates approximate to the term of the Group's defined benefits obligation.
The obligation is determined by an independent actuary at each reporting period.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past
service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and
losses on the settlement of a defined benefit plan when the settlement occurs. Gains or losses due to remeasurement
of long service awards are recognized in profit or loss

Termination benefits
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits
and when the Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12
months of the reporting date, then they are discounted.

2.8 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax, including adjustments in respect
of prior periods.

Current tax
The current tax is based on taxable profit for the year and any adjustment in respect of previous years. Taxable profit
differs from profit as reported in the consolidated and separate statement of profit or loss and other comprehensive
income because of items of income or expense that are taxable or deductible in future years and items that are never
taxable or deductible. The amount of current tax is the best estimate of the tax amount expected to be paid or received
that reflects uncertainty related to income taxes, if any. The Group and Company's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the end of the reporting period. Current tax assets
and liabilities are offset only if certain criteria are met.

Deferred tax assets and liabilities


Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the
consolidated and separate financial statements and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are
generally recognized for unused tax losses and for all deductible temporary differences to the extent that it is probable
that taxable profits will be available against which those deductible temporary differences can be utilised. Such
deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the
taxable profit nor the accounting profit.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries
and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax
assets arising from deductible temporary differences associated with such investments and interests are only
recognized to the extent that it is probable that there will be sufficient taxable profits against which the benefits of the
temporary differences will be utilised and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

047
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

2.8 Taxation (continued)


Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the
liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to
recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other
comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other
comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial
accounting for a business combination, the tax effect is included in the accounting for the business combination.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company
intends to settle its current tax assets and liabilities on a net basis.

2.9 Property, plant and equipment


Property, plant and equipment is carried at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the items, including the capitalisation of
borrowing costs on qualifying assets.

Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the
item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and
maintenance are charged to profit or loss during the financial period in which they are incurred.

Depreciation is calculated on a straight-line basis at rates deemed appropriate to write off the cost of the assets less
their residual values over their expected useful lives.

Depreciation is recognized so as to write off the cost of assets (other than properties under construction) less their
residual values over their useful lives, using the straight-line method, on the following bases:

Item Average useful life


Leasehold Land Nil
Buildings 50 years
Plant and machinery 5-25 years
Furniture and equipment 3-10 years
Motor vehicles 4-5 years
Mature bearer plants 25-35 years
Freehold land Indefinite
Berth rehabilitation Over the lease period

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period,
with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item
of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount
of the asset and is recognized in profit or loss.

Assets in the course of construction (capital work-in-progress) are carried at cost, less any recognized impairment
losses. Cost includes professional fees and for qualifying assets borrowing costs capitalised in accordance with the
Group's accounting policy. Assets in the course of construction are not depreciated until they get to the stage of
intended use.

048
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

2.9 Property, plant and equipment (continued)


Immature bearer plants are carried at cost and represents bearer plants that have been planted but have not reached a
matured stage and have not started yielding biological assets. They are not depreciated.

2.10 Investment property


Investment property are properties held for long term rental yields. Investment properties are carried in the Group
statement of financial position at cost less accumulated depreciation.

Investment property is initially measured at cost and depreciated on a straight line basis to allocate cost less residual
values of the assets over their estimated useful lives.

Depreciation of Investment property is calculated on a straight line basis to allocate cost less residual values of the
assets over their estimated useful lives.

Investment property (building) is depreciated over a useful life of 50 years.

Investment property is derecognised in the event of transfer of the investment property or the disposal of the
investment property. Any gain or loss on disposal of investment property (calculated as the difference between the net
proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.

2.11 Borrowing costs


Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds. These
include interest expenses calculated using the effective interest rate method, finance charges in respect of finance
leases and exchange differences arising from foreign currency borrowings. Where a range of debt instruments is used
to borrow funds, or where the financing activities are coordinated centrally, a weighted average capitalisation rate is
applied.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost
of those assets, until such time as the assets are substantially ready for their intended use or sale. The Group defines a
qualifying asset as an asset that takes more than a year to prepare for its intended use.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised as an expense in the period in which they are incurred.

2.12 Government grants


Government grants are not recognised until there is reasonable assurance that the Group will comply with the
conditions attaching to them and that the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group
recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government
grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets
are recognised as deferred revenue in the consolidated statement of financial position and transferred to profit or loss
on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of
giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the
period in which they become receivable.

The benefit of a government loan at a below-market rate of interest is treated as a government grant, measured as the
difference between proceeds received and the fair value of the loan based on prevailing market interest rates. The
grant is recognised in profit or loss over the tenor of the loan.

049
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

2.13 Intangible assets

Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation
and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful
lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the
effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful
lives that are acquired separately are carried at cost less accumulated impairment losses.

Amortisation is recognised so as to write off the cost of finite intangible assets over their useful lives, using the straight-
line method, on the following bases:

Item Useful life


Computer software 3 years
Trade marks 3- 5 years

Service concession arrangement


The Group recognises an intangible asset arising from a service concession arrangement when it has a right to charge
for use of the concession infrastructure. An intangible asset received as consideration for providing construction or
upgrade services in a service concession arrangement is measured at fair value on initial recognition with reference to
the fair value of the services provided. The amount so determined is regarded as the cost. Subsequent to initial
recognition, the intangible asset is measured at cost, which includes capitalised borrowing costs, less accumulated
amortisation and accumulated impairment losses.

The estimated useful life of an intangible asset in a service concession arrangement is the period from when the Group
is able to charge the public for the use of the infrastructure to the end of the concession period.

Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised
at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are
acquired separately.

Derecognition of intangible assets


An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or
disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net
disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is
derecognised.

2.14 Impairment of tangible and intangible assets excluding goodwill, inventories, deferred tax assets and financial
assets.
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to
determine whether there is any indication that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation
can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are
allocated to the smallest Group of cash-generating units for which a reasonable and consistent allocation basis can be
identified.

050
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

2.14 Impairment of tangible and intangible assets excluding goodwill, inventories, deferred tax assets and financial
assets. (continued)
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at
least annually, and whenever there is an indication that the asset may be impaired. Whenever such indication exists,
the assets recoverable amount is estimated. The impairment is the carrying amount less the recoverable amount of the
assets.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows
have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognized immediately in the profit or loss, unless the relevant asset is carried at a revalued amount, in which case the
impairment loss is treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is
increased to the revised estimate of its recoverable amount, but the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-
generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the income statement,
unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as
a revaluation increase.

The carrying amount of an item of Property, plant and equipment is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated recoverable amount.

2.15 Change in inventories


Inventories are measured at the lower of cost and net realisable value. Cost comprises direct materials and, where
applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their
present location and condition. Net realisable value represents the estimated selling price less all estimated costs of
completion and costs to be incurred in marketing, selling and distribution.

The basis of costing of the different inventory types are as follows:

Raw and packaging materials: Purchase cost including transportation and other incidental cost on a First In First Out
(FIFO) basis.

Goods in transit: Purchase cost incurred to date

Finished products: Purchase cost of direct materials, labour and a reasonable allocation of overheads based on normal
operating capacity on a weighted average basis.

Harvested agricultural produce: Fair value less cost to sell at the point of harvest

Engineering spares: Weighted average cost

The amount of any write-down of inventories to net realisable value and all losses of inventories are recognized as an
expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories,
arising from an increase in net realisable value, are recognized as a reduction in the amount of inventories recognized
as an expense in the period in which the reversal occurs.

051
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

2.16 Biological assets


Biological asset or agricultural produce is recognized only when the Group controls the asset as a result of past events,
it is probable that future economic benefits will flow to the entity, and the fair value or cost of the asset can be
measured reliably.

Biological assets comprise growing sugar cane, oil palm fresh fruit bunches and cassava as well as poultry. Biological
assets are measured at fair value where available or cost where fair value is not available or cannot be determined.

The Group earlier adopted the amendments to IAS 41 in 2015 and therefore accounts for Palm Plantation at cost in
accordance with IAS 16.

Agricultural produce at the point of harvest are measured at fair value less cost to sell and are subsequently reclassified
from agricultural produce to inventory and measured in accordance with the accounting policy on inventories.

Changes in fair value are recognized in profit or loss.

2.17 Cash and cash equivalents


Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions, bank overdrafts
and highly liquid investments generally with maturities of three months or less. They are readily convertible into
known amounts of cash and have an insignificant risk of changes in value.

2.18 Deposit for imports


Foreign currencies applied to fund letters of credit in respect of imported raw materials, spare parts and machinery are
recognized as deposit for imports on the statement of financial position.

2.19 Provisions and contingencies


Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be
made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying
amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third
party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount
of the receivable can be measured reliably.

Restructurings
A restructing provision is recognized when the Group has developed a detailed formal plan for the restructuring and
has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan
or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the
direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the
restructuring and not associated with the ongoing activities of the entity. Future operating losses are not provided for.

Contingent liabilities
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
company, or a present obligation that arises from past events but is not recognized because it is not probable that an
outflow of resources embodying economic benefits will be required to settle the obligation; or the amount of the
obligation cannot be measured with sufficient reliability. Contingent liabilities are only disclosed and not recognized
as liabilities in the statement of financial position. If the likelihood of an outflow of resources is remote, the possible

052
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

obligation is neither a provision nor a contingent liability and no disclosure is made.


2.20 Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as operating leases.

Operating lease payments are recognized as an expense on a straight line basis over the lease term, except where
another systematic basis is more representative of the time pattern in which economic benefits from the leased assets
are consumed. Contingent rentals arising under operating leases are recognized as an expense in the period in which
they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognized as a
liability. The aggregate benefit of incentives is recognized as a reduction of rental expense on a straight line basis
except where another systematic basis is more representative of the time pattern in which economic benefits from the
leased assets are consumed.

Rental income from letting property is recognized in the profit or loss on a straight-line basis over the term of the lease.
Lease incentives granted are considered as an integral part of the total rental income and recognized over the term of
the lease. Rental income are recognized in investment income in the Group financial statement.

Finance leases – lessee


Finance leases are recognized as assets and liabilities in the consolidated and seperate statement of financial position
at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments.
The corresponding liability to the lessor is included in the consolidated and separate statement of financial position as
a finance lease obligation.

The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in
the lease.

The lease payments are apportioned between the finance charge and reduction of the outstanding liability. The finance
charge is allocated to each period during the lease term so as to produce a constant periodic rate on the remaining
balance of the liability.

Operating leases - lessor


Operating lease income is recognized as an income on a straight-line basis over the lease term.

Initial direct costs incurred in negotiating and arranging operating leases are added to the carrying amount of the
leased asset and recognized as an expense over the lease term on the same basis as the lease income.

Operating leases – lessee


Operating lease payments are recognized as an expense on a straight-line basis over the lease term. The difference
between the amounts recognized as an expense and the contractual payments are recognized as an operating lease
asset.

Any contingent rents are expensed in the period they are incurred.

2.21 Financial instruments


Classification
The Group classifies financial assets and financial liabilities into the following categories based on their nature and
categories:
l Loans and receivables
l Available-for-sale financial assets
l At fair value through profit or loss: derivatives

053
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

l Financial liabilities measured at amortised cost


2.21 Financial instruments (continued)
Loans and receivables include trade and other receivables as well as loans given to group companies.

Financial liabilities include trade and other payables, bank overdraft and borrowings.

Initial recognition and measurement


Financial instruments are recognized initially when the Group becomes a party to the contractual provisions of the
instruments.

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a
financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not
determinable, which are measured at cost and are classified as available-for-sale financial assets.

For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial
measurement of the instrument.

Transaction costs on financial instruments at fair value through profit or loss are recognized in profit or loss.

Subsequent measurement
Financial instruments at fair value through profit or loss are subsequently measured at fair value, with gains and losses
arising from changes in fair value being included in profit or loss for the period.

Net gains or losses on the financial instruments at fair value through profit or loss dividends and interest.

Dividend income is recognized in profit or loss as part of other income when the group's right to receive payment is
established.

Loans and receivables are measured at amortised cost, using the effective interest method, less accumulated
impairment losses.

Available-for-sale financial assets are subsequently measured at fair value. This excludes equity investments for which
a fair value is not determinable, which are measured at cost less accumulated impairment losses.

Gains and losses arising from changes in fair value are recognized in other comprehensive income and accumulated in
equity until the asset is disposed of or determined to be impaired. Interest on available-for-sale financial assets
calculated using the effective interest method is recognized in profit or loss as part of other income. Dividends
received on available-for-sale equity instruments are recognized in profit or loss as part of other income when the
group's right to receive payment is established.

Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest
method.

Borrowings for which the Group has an unconditional right to defer settlement of the liability for at least twelve(12)
months after the statement of financial position date, are classified as non-current liabilities.

The group offsets financial assets and financial liabilities when and only when the following conditions are satisfied:

l The group currently has a legally enforceable right to set off the recognized amounts of the assets and liabilities.

054
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

l The group intends to settle on a net basis, or to realise the assets and settle the liablities simultaneously.

2.21 Financial instruments (continued)

Derecognition
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another
party. If the entity neither transfers nor retains substantially all the risks and rewards of ownership and continues to
control the transferred asset, the entity recognizes its retained interest in the asset and an associated liability for
amounts it may have to pay. If the entity retains substantially all the risks and rewards of ownership of a transferred
financial asset, the entity continues to recognize the financial asset and also recognizes a collateralised borrowing
for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of
the consideration received and receivable and the cumulative gain or loss that had been recognized in other
comprehensive income and accumulated in equity is recognized in profit or loss.

On derecognition of a financial asset other than in its entirety (e.g. when the entity retains an option to repurchase part
of a transferred asset), the entity allocates the previous carrying amount of the financial asset between the part it
continues to recognize under continuing involvement, and the part it no longer recognizes on the basis of the relative
fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part
that is no longer recognized and the sum of the consideration received for the part no longer recognized and any
cumulative gain or loss allocated to it that had been recognized in other comprehensive income is recognized in profit
or loss. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the
part that continues to be recognized and the part that is no longer recognized on the basis of the relative fair values of
those parts.

The group derecognizes a financial liability only when its obligation is settled, cancelled or expired.

Impairment of financial assets


At each reporting date the Group assesses all financial assets, other than those at fair value through profit or loss, to
determine whether there is objective evidence that a financial asset or group of financial assets has been impaired.

For amounts due to the Group, significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy and default of payments are all considered indicators of impairment.

The Group considers evidence of impairment for these assets at both an individual asset and a collective level. All
individually significant assets are individually assessed for impairment. Those found not to be impaired are then
collectively assessed for any impairment that has been incurred but not yet individually identified. Assets that are not
individually significant are collectively assessed for impairment. Collective assessment is carried out by grouping
together assets with similar risk characteristics.

In assessing collective impairment, the Group uses historical information on the timing of recoveries and the amount
of loss incurred, and makes an adjustment if current economic and credit conditions are such that the actual losses are
likely to be greater or lesser than suggested by historical trends.

An impairment loss is calculated as the difference between an asset's carrying amount and the present value of the
estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognized in profit or
loss and reflected in an allowance account. When the Group considers that there are no realistic prospects of recovery
of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the
decrease can be related objectively to an event occurring after the impairment was recognized, then the previously
recognized impairment loss is reversed through profit or loss.

In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the
security below its cost is considered an indicator of impairment. The Group considers a decline of 20% to be significant
and a period of 6 months to be prolonged. If any such evidence exists for available-for-sale financial assets, the
cumulative loss - measured as the difference between the acquisition cost and current fair value, less any impairment

055
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

loss on that financial asset previously recognized in profit or loss - is removed from equity as a reclassification
adjustment to other comprehensive income and recognised in profit or loss.
2.21 Financial instruments (continued)

Impairment losses are recognized in profit or loss.

Impairment losses are reversed when an increase in the financial asset's recoverable amount can be related objectively
to an event occurring after the impairment was recognized, subject to the restriction that the carrying amount of the
financial asset at the date that the impairment is reversed shall not exceed what the carrying amount would have been
had the impairment not been recognized.

Reversals of impairment losses are recognized in profit or loss except for equity investments classified as available-for-
sale.

Impairment losses are also not subsequently reversed for available-for-sale equity investments which are held at cost
because fair value was not determinable.

Where financial assets are impaired through use of an allowance account, the amount of the loss is recognized in profit
or loss within operating expenses. When such assets are written off, the write off is made against the relevant
allowance account. Subsequent recoveries of amounts previously written off are credited against operating expenses.

Financial instruments designated as available-for-sale


Listed equities held by the Group that are traded on the Nigerian Stock Exchange are classified as available-for-sale
and are stated at fair value at the end of each reporting period. Changes in the carrying amount of available-for-sale
financial assets are recognized in other comprehensive income and accumulated in equity. When the investment is
disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the reserve is
reclassified to profit or loss.

Available-for-sale assets are classified as non current financial assets unless management intends to dispose of it
within 12 months of the end of the reporting period. In that case it would be accounted for as short term investment.

Derivative financial instruments and hedge accounting


The Group holds derivative financial instruments to hedge its foreign currency risk exposure. Embedded derivatives
are separated from the host contract and accounted for separately if the following criteria are met.

(a) The economic characteristics and risks of the embedded derivative are not closely related to the economic
characteristics and risks of the host contract

(b) A separate instrument with the same terms as the embedded derivative would meet the definition of a derivative;
and

(c) The hybrid (combined) instrument is not measured at fair value with changes in fair value recognized in profit or
loss (i.e., a derivative that is embedded in a financial asset or financial liability at fair value through profit or loss is
not separated).

Derivatives are initially measured at fair value; any directly attributable transaction costs are recognized in profit or loss
as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally
recognized in profit or loss.

2.22 Ordinary share capital


The Company has only one class of shares, ordinary shares. Ordinary shares are classified as equity. When new shares
are issued, they are recorded in share capital at their par value. The excess of the issue price over the par value is
recorded in the share premium reserve. The use of the share premium account is governed by S.120(3) of CAMA. All
ordinary shares rank equally with regard to the Company's residual assets. Holders of these shares are entitled to

056
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company.

2.23 Earnings per share


The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by
dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of
ordinary shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting
the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares
outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.

2.24 Segment reporting


Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker is responsible for monitoring, allocating resources and assessing
performance of the operating segments and has been identified as the Board of Directors of Flour Mills of Nigeria Plc.

The Group's primary format for segment reporting is based on business operating segments. Where applicable,
segment results, assets and liabilities include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis.

2.25 Statement of cash flows


The Group applies the indirect method for preparation of the statement of cash flows. In prior year, the Group applied
the Direct method in preparing its statement of cashflow. Changes in statement of financial position items that have
not resulted in cash flows such as translation differences, fair value changes and other non-cash items have been
adjusted for the purpose of preparing the statement. Dividends paid to ordinary shareholders are included in financing
activities. Interest paid is also included in financing activities while finance and dvidend income is included in investing
activities.

2.26 Dividends
Dividends which remain unclaimed for a period exceeding twelve (12) years from the date of declaration and which are
no longer actionable by shareholders in accordance with section 385 of the Companies and Allied Matters Act Cap C.20
Laws of the Federation of Nigeria, 2004 are written back to retained earnings.

3 Critical accounting judgements and key sources of estimation uncertainty


In the application of the Group accounting policies, the Directors are required to make judgements, estimates and
assumptions about the carrying amounts of the assets and liabilities that are not readily apparent from other sources.

The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.

The following are the areas of estimation uncertainties and critical judgements, that the directors have made in the
process of applying the Group's accounting policies and that have the most significant effect on the amounts
recognized in the consolidated financial statements:

Biological assets
Fair value of biological assets is measured with reference to the estimated price in an active market at the point of
harvest adjusted for its present location and condition. Judgement is involved in the determination of the adjustment
required to the market price to reflect the stage of maturity/condition of the biological assets.

Allowance for credit losses


The Company periodically assesses its trade and other receivables for probability of credit losses. Management
considers several factors including past credit record, current financial position and credibility of management.
Judgment is exercised in determining the allowances made for credit losses.

057
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Impairment allowance are made for receivables that have been outstanding for 365 days, in respect of which there is no
firm commitment to pay by the customer.

Furthermore all balances are reviewed for evidence of impairment and provided against once recovery is doubtful.
These assessments are subjective and involve a significant element of judgment by management on the ultimate
recoverability of amounts receivable.

Property, plant and equipment


Property, plant and equipment represent a significant proportion of the asset base of the Group, accounting for about
61% of the Group's total assets. Therefore the estimates and assumptions made to determine their carrying value and
related depreciation are critical to the Group's financial position and performance.

The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life
and the expected residual value at the end of its life. Increasing an asset's expected life or its residual value would result
in the reduced depreciation charge in profit or loss.

The Group reviews the estimated useful lives of property, plant and equipment at the end of each reporting period.
There were no changes in the useful lives of Property, plant and equipment in the current year.

Contingencies
Judgements and assumptions are made about the likelihood and magnitude of an outflow of resources with respect to
ongoing litigation and claims and regulatory audits.

Valuation of financial liabilities


As at the end of the reporting period, the Group was granted some government assisted loans at below market rates. In
accordance with IAS 20, the government grant which is the difference between the proceeds of the loans and their fair
value should be accounted for. Based on IAS 39, all financial liabilities should be initially recognized at fair value. In
computing the fair value of these loans, the imputed interest rate used in discounting the cash flows associated with
the loans is based on management judgement of best estimate of its borrowing cost at the time the loans were
granted.

Provision for gratuity


The Company operates an unfunded defined benefit scheme which entitles staff who put in a minimum qualifying
working period of five years to gratuity upon leaving the employment of the Company. IAS 19 requires the application
of the Projected Unit Credit Method for actuarial valuations. Actuarial measurements involve the making of several
demographic projections regarding mortality, rates of employee turnover etc. and financial projections in the area of
future salaries and benefit levels, discount rate, inflation etc.

Provision for long term service award


A provision for Long term service award is granted at first to employees that have spent a minimum of ten years in
service and for every multiple five years an employee remains in service. IAS19 requires the application of the Projected
Unit Credit Method for actuarial valuations. Actuarial measurements involve the making of several demographic
projections regarding mortality, rates of employee turnover etc. and financial projections in the area of future salaries
and benefit levels, discount rate, inflation etc.

Taxation
The Group's tax charge on ordinary activities is the sum of the total current and deferred tax charges. The calculation of
the Group's total tax charge necessarily involves a degree of estimation and judgment in respect of certain items
whose treatment cannot be finally determined until resolution has been reached with the relevant tax authority.

Impairment of Goodwill
Determining whether goodwill is impaired requires an estimation of the value of the cash generating units to which
goodwill has been allocated. The value in use calculations requires directors to estimate the future cashflows expected
to arise from the cash generating unit and a suitable discount rate in order to calculate the present value. Where the
actual future cashflows are less than expected, a material impairment loss may arise.

058
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

3 Critical accounting judgements and key sources of estimation uncertainty (continued)

Measurement of fair value


A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial
and non-financial assets and liabilities. When applicable, further information about the assumptions made in
determining fair values is disclosed in the notes specific to that asset or liability. Significant valuation issues are
reported to the Audit Committee.

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair
values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows:
l Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
l Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
l Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

In some cases, if the inputs used to measure the fair value of an asset or a liability is categorised in different levels of the
fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value
hierarchy as the lowest level input that is significant to the entire measurement.

The Group/Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period
during which the change has occurred.

Further information about the basis of determination of fair values are as follows:

i Property, plant and equipment


The fair value of property, plant and equipment recognized as a result of a business combination is based on the
quoted market prices for similar items when available and depreciated replacement cost based on independent
valuation when appropriate.

ii Intangible assets
The fair value of intangible assets acquired in a business combination is based on the discounted cash flows
expected to be derived from the use and eventual sale of the assets.

iii Inventories
The fair value of inventories acquired in a business combination is determined based on the estimated selling
price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit
margin based on the effort required to complete and sell the inventories.

iv Trade and other receivables


The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at
the market rate of interest at the reporting date. This fair value is determined for disclosure purposes. For short
term trade receivables, no disclosure of fair value is presented when the carrying amount is a reasonable
approximation of fair value due to the insignificant impact of discounting.

v Non-derivative financial instruments


Fair value, which is determined for disclosure purposes, is calculated based on the present value of future
principal and interest cash flows, discounted at the market rate of interest at the reporting date.

Further information about the assumptions made in measuring fair value is included in the following notes:
l Biological assets (note 25)
l Financial instruments - Financial risk management and fair values (note 43)

059
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

4. New Standards and Interpretations

4.1 Standards and interpretations effective and adopted in the current year

In the current year, the group has adopted the following standards and interpretations that became effective in the
current financial year and that are relevant to its operations:

Amendment to IFRS 5: Non-current Assets Held for Sale and Discontinued Operations: Annual Improvements
project
The amendment clarifies that non-current assets held for distribution to owners should be treated consistently with
non-current assets held for sale. It further specifies that if a non-current asset held for sale is reclassified as a non-
current asset held for distribution to owners or visa versa, that the change is considered a continuation of the original
plan of disposal.

The effective date is for years beginning on or after January 01, 2016.

The group has adopted the amendment for the first time in the 2017 financial statements.

The amendment had no impact on the consolidated and separate financial statements.

Amendment to IFRS 7: Financial Instruments: Disclosures: Annual Improvements project

The amendment provides additional guidance regarding transfers with continuing involvement. Specifically, it
provides that cash flows excludes cash collected which must be remitted to a transferee. It also provides that when an
entity transfers a financial asset but retains the right to service the asset for a fee, that the entity should apply the
existing guidance to consider whether it has continuing involvement in the asset.

The effective date is for years beginning on or after January 01, 2016.

The group has adopted the amendment for the first time in the 2017 financial statements.

The amendment had no significant impact on the consolidated and separate financial statements.

Amendment to IAS 19: Employee Benefits: Annual Improvements project

The amendment clarifies that when a discount rate is determined for currencies where there is no deep market in high
quality corporate bonds, then market yields on government bonds in that currency should be used.

The effective date is for years beginning on or after January 01, 2016.

The group has adopted the amendment for the first time in the 2017 financial statements.

The amendment had no significant impact on the consolidated and separate financial statements.

Disclosure Initiative: Amendment to IAS 1: Presentation of Financial Statements


The amendment provides new requirements when an entity presents subtotals in addition to those required by IAS 1 in
its annual report. It also provides amended guidance concerning the order of presentation of the notes in the annual
report, as well as guidance for identifying which accounting policies should be included. It further clarifies that an
entity's share of comprehensive income of an associate or joint venture under the equity method shall be presented
separately into its share of items that a) will not be reclassified subsequently to profit or loss and b) that will be
reclassified subsequently to profit or loss.

060
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

4. New Standards and Interpretations (continued)

The effective date is for years beginning on or after January 01, 2016.

The group has adopted the amendment for the first time in the 2017 financial statements.

The amendment had no significant impact on the consolidated and separate financial statements but resulted in
additional disclosures.

Amendment to IAS 34: Interim Financial Reporting. Annual Improvements project

The amendment allows an entity to present disclosures required by paragraph 16A either in the interim annual report
or by cross reference to another report, for example, a risk report, provided that other report is available to users of the
annual report on the same terms as the interim annual report and at the same time.

The effective dates for years beginning on or after January 01, 2016.

The group has adopted the amendment for the first time in the 2017 financial statements.

The amendment had no significant impact on the consolidated and separate financial statements.

Amendments to IAS 16 and IAS 41: Agriculture: Bearer Plants

The amendment defines bearer plants and include bearer plants within the scope of IAS 16 Property, Plant and
Equipment. A bearer plant is defined as a living plant used in the production or supply of agricultural produce, is
expected to bear produce for more than one period and has a remote likelihood of being sold as agricultural produce.
Bearer plants were previously within the scope of IAS 41 Agriculture.

The effective date of the amendment is for years beginning on or after January 01, 2016.

The group early-adopted the amendment in its financial statements for the year ended 31 March, 2015.

IFRS 14 Regulatory Deferral Accounts


The new standard is an interim standard applicable to entities subject to rate regulation. The standard is only
applicable to entities adopting IFRS for the first time. It permits entities to recognise regulatory deferral account
balances in the statement of financial position. When the account has a debit balance, it is recognised after total assets.
Similarly, when it has a credit balance, it is recognised after total liabilities. Movements in these accounts, either in
profit or loss or other comprehensive income are allowed only as single line items.

The effective date of the standard is for years beginning on or after January 01, 2016.
The group has adopted the standard for the first time in the 2017 financial statements.
The standard had no significant impact on the financial statements.

Amendment to IAS 27: Equity Method in Separate Financial Statements


The amendment adds the equity method to the methods of accounting for investments in subsidiaries, associates and
joint ventures in the separate annual report of an entity.

The effective date of the amendment is for years beginning on or after January 01, 2016.
The amendment had no impact on the separate financial statements.

Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation
The amendment clarifies that a depreciation or amortisation method that is based on revenue that is generated by an
activity that includes the use of the asset is not an appropriate method. This requirement can be rebutted for intangible
assets in very specific circumstances as set out in the amendments to IAS 38.

061
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

4. New Standards and Interpretations (continued)

The effective date of the amendment is for years beginning on or after January 01, 2016.

The group has adopted the amendment for the first time in the 2017 annual report.

The amendment had no impact on the consolidated and separate financial statements.

Amendment to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations


The amendments apply to the acquisitions of interest in joint operations. When an entity acquires an interest in a joint
operation in which the activity of the joint operation constitutes a business, as defined in IFRS 3, it shall apply, to the
extent of its share, all of the principles on business combinations accounting in IFRS 3, and other IFRSs, that do not
conflict with the guidance in this IFRS and disclose the information that is required in those IFRSs in relation to business
combinations. This applies to the acquisition of both the initial interest and additional interests in a joint operation in
which the activity of the joint operation constitutes a business.

The effective date of the amendments is for years beginning on or after January 01, 2016.

The group has adopted the amendments for the first time in the 2017 financial statements.

The amendments had no significant impact on the consolidated and separate financial statements.

4.2 Standards and interpretations not yet effective

The group has chosen not to early adopt the following standards and interpretations, which have been published and
are mandatory for the group's accounting periods beginning on or after April 01, 2017 or later periods:

IFRS 16 Leases

IFRS 16 Leases is a new standard which replaces IAS 17 Leases, and introduces a single lessee accounting model. The
main changes arising from the issue of IFRS 16 which are likely to impact the group are as follows:

Group as lessee:
l Lessees are required to recognise a right-of-use asset and a lease liability for all leases, except short term leases
or leases where the underlying asset has a low value, which are expensed on a straight line or other systematic
basis.
l The cost of the right-of-use asset includes, where appropriate, the initial amount of the lease liability; lease
payments made prior to commencement of the lease less incentives received; initial direct costs of the lessee;
and an estimate for any provision for dismantling, restoration and removal related to the underlying asset.
l The lease liability takes into consideration, where appropriate, fixed and variable lease payments; residual value
guarantees to be made by the lessee; exercise price of purchase options; and payments of penalties for
terminating the lease.
l The right-of-use asset is subsequently measured on the cost model at cost less accumulated depreciation and
impairment and adjusted for any re-measurement of the lease liability. However, right-of-use assets are
measured at fair value when they meet the definition of investment property and all other investment
property is accounted for on the fair value model. If a right-of- use asset relates to a class of property,
plant and equipment which is measured on the revaluation model, then that right-of-use asset may be
measured on the revaluation model.
l The lease liability is subsequently increased by interest, reduced by lease payments and re-measured
reassessments or modifications.
l Re-measurements of lease liabilities are affected against right-of-use assets, unless the assets have
reduced to nil, in which case further adjustments are recognised in profit or loss.
l The lease liability is re-measured by discounting revised payments at a revised rate when there is a change in the
lease term or a change in the assessment of an option to purchase the underlying asset.

062
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

4. New Standards and Interpretations (continued)

l The lease liability is re-measured by discounting revised lease payments at the original discount rate when there
is a change in the amounts expected to be paid in a residual value guarantee or when there is a change in
future payments because of a change in index or rate used to determine those payments.
l Certain lease modifications are accounted for as separate leases. When lease modifications which decrease the
scope of the lease are not required to be accounted for as separate leases, then the lessee re-measures the
lease liability by decreasing the carrying amount of the right of lease asset to reflect the full or partial
termination of the lease. Any gain or loss relating to the full or partial termination of the lease is recognized in
profit or loss. For all other lease modifications which are not required to be accounted for as separate leases, the
lessee re-measures the lease liability by making a corresponding adjustment to the right-of-use asset.
l Right-of-use assets and lease liabilities should be presented separately from other assets and liabilities. If not,
then the line item in which they are included must be disclosed. This does not apply to right-of-use
assets meeting the definition of investment property which must be presented within investment property. IFRS
16 contains different disclosure requirements compared to IAS 17 leases.

Group as lessor:
l Accounting for leases by lessors remains similar to the provisions of IAS 17 in that leases are classified as either
finance leases or operating leases. Lease classification is reassessed only if there has been a modification.
l A modification is required to be accounted for as a separate lease if it both increases the scope of the lease
by adding the right to use one or more underlying assets; and the increase in consideration is commensurate to
the stand alone price of the increase in scope.
l If a finance lease is modified, and the modification would not qualify as a separate lease, but the lease would have
been an operating lease if the modification was in effect from inception, then the modification is accounted for as
a separate lease. In addition, the carrying amount of the underlying asset shall be measured as the net
investment in the lease immediately before the effective date of the modification. IFRS 9 is applied to all other
modifications not required to be treated as a separate lease.
l Modifications to operating leases are required to be accounted for as new leases from the effective date of the
modification changes have also been made to the disclosure requirements of leases in the lessor's financial
statements.

Sale and leaseback transactions:


l In the event of a sale and leaseback transaction, the requirements of IFRS 15 are applied to consider whether a
performance obligation is satisfied to determine whether the transfer of the asset is accounted for as the sale
of an asset.
l If the transfer meets the requirements to be recognized as a sale, the seller-lessee must measure the new right-
of-use asset at the proportion of the previous carrying amount of the asset that relates to the right-of-use
retained. The buyer-lessor accounts for the purchase by applying applicable standards and for the lease by
applying IFRS 16
l If the fair value of consideration for the sale is not equal to the fair value of the asset, then IFRS 16 requires
adjustments to be made to the sale proceeds. When the transfer of the asset is not a sale, then the seller-lessee
continues to recognize the transferred asset and recognizes a financial liability equal to the transfer proceeds.
The buyer-lessor recognizes a financial asset equal to the transfer proceeds.

The effective date of the standard is for years beginning on or after January 01, 2019.

The group expects to adopt the standard for the first time in the 2020 financial statements and is currently assessing
the impact.

Amendments to IFRS 2: Classification and Measurement of Share-based Payment Transactions

The amendment now specifies the treatment of vesting and non-vesting conditions with regards to cash-settled
share-based payment transactions. The treatment is essentially similar to the treatment of such conditions for equity-
settled share-based payment transactions. That is, non-market vesting conditions are taken into consideration when
estimating the number of awards which are expected to vest (and which ultimately vest), while market conditions and
other non-vesting conditions are taken into consideration when determining the fair value of the share based
payment liability, both initially and subsequently.

063
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

4. New Standards and Interpretations (continued)

The amendment also provides for share-based payment transactions with a net settlement feature for withholding tax
obligations. Essentially, where the entity is required to withhold part of the equity instruments equal to the tax
obligation, the entity is required to account for the payment to tax authorities as a reduction in equity, except to the
extent that the payment exceeds the fair value of the equity instruments withheld at net settlement date. The entity
should also disclose the amount that it expects to transfer to tax authorities in terms of such transactions.

The amendment further provides guidance in terms of modifications which convert cash-settled share-based
payment transactions to equity -settled share-based payment transactions. For such modifications, the equity-settled
share based payment transaction is measured by reference to the fair value of the equity instruments granted at
modification date, to the extent to which goods or services have been received. The liability for cash-settled share
based payment transactions is derecognized on the modification date. Any difference between the two is recognised
immediately in profit or loss.

The effective date of the amendment is for years beginning on or after January 01, 2018.

The group expects to adopt the amendment for the first time in the 2019 financial statements and is currently
assessing the impact.

Amendments to IFRS 15: Clarifications to IFRS 15 Revenue from Contracts with Customers
The amendment provides clarification and further guidance regarding certain issues in IFRS 15. These items include
guidance in assessing whether promises to transfer goods or services are separately identifiable; guidance regarding
agent versus principal considerations; and guidance regarding licenses and royalties.

The effective date of the amendment is for years beginning on or after January 01, 2018.

The group expects to adopt the amendment for the first time in the 2019 financial statements and is currently
assessing the impact.

IFRS 9 Financial Instruments


IFRS 9 issued in November 2009 introduced new requirements for the classification and measurements of financial
assets. IFRS 9 was subsequently amended in October 2010 to include requirements for the classification and
measurement of financial liabilities and for derecognition, and in November 2013 to include the new requirements for
general hedge accounting. Another revised version of IFRS 9 was issued in July 2014 mainly to include a)impairment
requirements for financial assets and b) limited amendments to the classification and measurement requirements by
introducing a "fair value through other comprehensive income" (FVTOCI) measurement category for certain simple
debt instruments.

Key requirements of IFRS 9:


l All recognized financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and
Measurement are required to be subsequently measured at amortised cost or fair value. Specifically, debt
investments that are held within a business model whose objective is to collect the contractual cash flows, and
that have contractual cash flows that are solely payments of principal and interest on the outstanding principal
are generally measured at amortised cost at the end of subsequent reporting periods. Debt instruments that are
held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets, and that have contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on outstanding principal, are measured at FVTOCI. All other
debt and equity investments are measured at fair value at the end of subsequent reporting periods. In addition,
under IFRS 9, entities may make an irrevocable election to present subsequent changes in the fair value of an
equity investment (that is not held for trading) in other comprehensive income with only dividend income
generally recognized in profit or loss.

l With regard to the measurement of financial liabilities designated as at fair value through profit or loss, IFRS 9
requires that the amount of change in the fair value of the financial liability that is attributable to changes in the
credit risk of the liability is presented in other comprehensive income, unless the recognition of the effect of the

064
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

4. New Standards and Interpretations (continued)

changes of the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in
profit or loss. Under IAS 39, the entire amount of the change in fair value of a financial liability designated as at fair value
through profit or loss is presented in profit or loss.

l In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as opposed to an
incurred credit loss model under IAS 39. The expected credit loss model requires an entity to account for expected
credit losses and changes in those expected credit losses at each reporting date to reflect changes in
credit risk since initial recognition. It is therefore no longer necessary for a credit event to have occurred before
credit losses are recognized.
l The new general hedge accounting requirements retain the three types of hedge accounting mechanisms
currently available in IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of transactions
eligible for hedge accounting, specifically broadening the types of instruments that qualify for hedging
instruments and the types of risk components of non- financial items that are eligible for hedge accounting. In
addition, the effectiveness test has been replaced with the principal of an "economic relationship". Retrospective
assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity's
risk management activities have also been introduced.

The effective date of the standard is for years beginning on or after January 01, 2018.

The group expects to adopt the standard for the first time in the 2019 financial statements and is currently
assessing the impact.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 supersedes IAS 11 Construction contracts; IAS 18 Revenue; IFRIC 13 Customer Loyalty Programmes; IFRIC
15 Agreements for the construction of Real Estate; IFRIC 18 Transfers of Assets from Customers and SIC 31 Revenue
- Barter Transactions Involving Advertising Services.

The core principle of IFRS 15 is that an entity recognizes revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by
applying the following steps:

l Identify the contract(s) with a customer

l Identify the performance obligations in the contract

l Determine the transaction price

l Allocate the transaction price to the performance obligations in the contract

l Recognize revenue when (or as) the entity satisfies a performance obligation.

IFRS 15 also includes extensive new disclosure requirements.

The effective date of the standard is for years beginning on or after January 01, 2018.

The group expects to adopt the standard for the first time in the 2019 financial statements and is currently assessing the
impact.

065
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

4. New Standards and Interpretations (continued)

Amendments to IAS 7: Disclosure initiative


The amendment requires entities to provide additional disclosures for changes in liabilities arising from financing
activities. Specifically, entities are now required to provide disclosure of the following changes in liabilities arising from
financing activities:

l changes from financing cash flows;


l changes arising from obtaining or losing control of subsidiaries or other businesses;
l the effect of changes in foreign exchanges;
l changes in fair values; and
l other changes.

The effective date of the amendment is for years beginning on or after January 01, 2017.

The group expects to adopt the amendment for the first time in the 2018 financial statements and is currently assessing
the impact.

Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses

In terms of IAS 12 Income Taxes, deferred tax assets are recognised only when it is probable that taxable profits will be
available against which the deductible temporary differences can be utilised.

If tax law restricts the utilisation of losses to deductions against income of a specific type, a deductible temporary
difference is assessed in combination only with other deductible temporary differences of the appropriate type.

Additional guidelines were prescribed for evaluating whether an entity will have sufficient taxable profit in future
periods. The entity is required to compare the deductible temporary differences with future taxable profit that
excludes tax deductions resulting from the reversal of those deductible temporary differences. This comparison shows
the extent to which the future taxable profit is sufficient for the entity to deduct the amounts resulting from the reversal
of those deductible temporary differences.

The amendment also provides that the estimate of probable future taxable profit may include the recovery of some of
an entity's assets for more than their carrying amount if there is sufficient evidence that it is probable that the entity will
achieve this.

The effective date of the amendment is for years beginning on or after January 01, 2017.

The group expects to adopt the amendment for the first time in the 2018 financial statements and is currently assessing
the impact.

066
Notes to the Annual Report

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000
5. Revenue
Sale of goods and services 524,464,448 342,586,459 375,225,284 247,876,504

Analysis of Revenue - Group and Company - 2017


Group
Revenue Cost of sales Gross profit
N ‘000 N ‘000 N ‘000
Food 422,709,578 364,984,425 57,725,153
Agro Allied 80,514,710 73,720,099 6,794,611
Packaging 20,693,495 18,365,025 2,328,470
Port operations and logistics 414,439 367,806 46,633
Real Estate 132,226 338,025 (205,799)
524,464,448 457,775,380 66,689,068
Company

Revenue Cost of sales Gross profit


N ‘000 N ‘000 N ‘000
Food 328,285,470 285,968,066 42,317,404
Agro Allied 24,641,088 19,049,785 5,591,303
Packaging 20,693,495 18,365,025 2,328,470
Logistics 1,605,231 1,535,962 69,269
375,225,284 324,918,838 50,306,446

Analysis of Revenue - Group and Company - 2016


Group
Revenue Cost of sales Gross profit
N ‘000 N ‘000 N ‘000
Food 280,291,012 262,576,072 17,714,940
Agro Allied 46,719,821 30,447,533 16,272,288
Packaging 12,100,425 10,966,693 1,133,732
Port operation and logistics 3,411,670 915,736 2,495,934
Real Estate 63,531 55,703 7,828
342,586,459 304,961,737 37,624,722
Company

Revenue Cost of sales Gross profit


N ‘000 N ‘000 N ‘000
Food 217,950,277 208,844,778 9,105,499
Agro Allied 14,675,300 987,369 13,687,931
Packaging 14,054,683 12,920,951 1,133,732
Logistics 1,196,244 911,819 284,425
247,876,504 223,664,917 24,211,587

067
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

6. Cost of sales (by nature)

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000

Cost of raw and packaging materials 403,152,026 264,150,719 293,055,239 197,972,381


Production employee cost 12,100,810 11,858,209 8,743,861 8,947,273
Depreciation (cost of sales) 12,778,252 12,151,928 6,651,951 6,133,803
Fuel, gas and oil 18,581,494 8,591,039 11,547,077 5,578,642
Factory rents and rates 4,648,532 3,624,910 961,971 1,599,151
Factory repairs and maintenance 4,958,453 3,463,635 3,400,302 2,652,366
Insurance 216,166 203,801 127,969 127,807
Other production expenses 1,339,647 917,496 430,468 653,494
457,775,380 304,961,737 324,918,838 223,664,917

7. Segment information
Information reported to the chief operating decision makers (board of directors) for the purposes of
resource allocation and assessment of segment performance focuses on types of goods or services delivered
or provided.

Basis of Segmentation
The Group has the following five strategic divisions, which are its reportable segments. These divisions offer
different products and services, and are managed separately because they require different operational and
marketing strategies.

The following summary describes the operations of each reportable segment:

Food Milling and sales of flour and rice and production and
sales of pasta, snacks, sugar and noodles.

Agro Allied Farming of maize, cassava, soya, sugar cane and oil
palm and production and sales of fertilizer, edible oils
and livestock feeds.

Packaging Manufacturing and marketing of laminated woven


polypropylene sacks and flexible packaging materials.

Port operations and logistics Port terminal operations, customs clearing and
forwarding, shipping and haulage services

Real estate Leasing of investment property

The Board of Directors of Flour Mills of Nigeria Plc reviews the internal management reports of each division on a
periodic basis.

There are varying levels of integration between the Food and the Agro allied segments and the packaging and port
operations and logistics segments. This integration includes transfer and sale of raw and packaging materials and
shared distribution services respectively.

Inter-segment pricing is determined on an arm’s length basis.

All non-current asset of the group are domiciled in Nigeria.

068
Notes to the Annual Report

7. Segment information (continued)

Group
Segment revenue and profit or loss
The following is an analysis of the Group’s revenue and results from continuing operations by reportable segment:

Group Group
31-Mar-17 31-Mar-17 31-Mar-16 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000
Segment Segment Segment Segment
revenue profit/(loss) revenue profit/(loss)
Food 483,645,898 15,154,732 303,689,031 17,335,743
Agro Allied 117,549,142 (4,216,970) 78,871,667 (2,543,745)
Packaging 27,919,473 2,022,118 20,802,156 (2,052,805)
Port operations and logistics 12,237,472 3,408,186 9,212,872 1,041,373
Others 180,995 (5,375,870) 106,395 (732,148)
Elimination of Inter-segment revenue (117,068,532) - (70,095,662) -
Elimination of Inter-segment profit/loss - (519,349) - (1,559,080)
524,464,448 10,472,847 342,586,459 11,489,278

Revenue from customers domiciled in Nigeria amounted to N510.7 billion, while revenue from foreign customers (export
revenue) amounted to N13.78 billion. Export revenue from a customer in Cyprus amounted to N11.3 billion.

The accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 2.
Segment profit represents the profit earned by each segment without allocation of income tax expense. This is the
measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of
segment performance.

Segment assets and liabilities


31-Mar-17 31-Mar-16
N ‘000 N ‘000
Segment assets
Food 427,881,785 315,210,268
Agro Allied 142,636,113 101,661,672
Packaging 30,464,163 64,379,050
Port operations and logistics 19,497,088 16,345,646
Real Estate 2,911,258 3,147,849
Elimination of Inter-segment Assets (140,787,150) (155,396,159)
Total assets 482,603,257 345,348,326

31-Mar-17 31-Mar-16
N ‘000 N ‘000
Segment liabilities
Food 319,272,125 229,283,965
Agro Allied 153,005,889 104,179,688
Packaging 18,703,408 54,890,038
Port operations and logistics 11,055,848 9,893,194
Real Estate 9,935,105 4,794,959
Elimination of Inter-segment Liabilities (131,913,462) (153,459,292)
Total liabilities 380,058,913 249,582,552

Major customer
Revenues from one customer of the Group’s food segments represented approximately N28 Billion (2016: N18.8 Billion)
of the Group’s total revenues.

069
7. Segment information (continued)

Other material items

Group

March 31, 2017 Food Agro Allied Packaging Port operations Real estate Reportable Adjustments Consolidated
and logistics segment totals total
N ‘000 N ‘000 N ‘000 N ‘000 N ‘000 N ‘000 N ‘000 N ‘000

Interest income (3,323,754) (175,357) (437,678) - (266) (3,937,055) 2,374,751 (1,562,304)


Interest expense and fair value 23,189,549 8,575,078 571,762 226,133 953,183 33,515,705 (986,351) 32,529,354
loss on derivatives
Capital expenditure 8,974,256 12,813,264 771,046 153,774 23,136 22,735,476 - 22,735,476
Depreciation and amortisation 9,218,165 3,316,239 1,414,227 1,507,329 384,191 15,840,151 - 15,840,151
Impairment losses on non- financial assets - - - - -
Reversal of impairment losses on non-financial assets (1,468,381) - - - - (1,468,381) - (1,468,381)
36,589,835 24,529,224 2,319,357 1,887,236 1,360,244 66,685,896 1,388,400 68,074,296

March 31, 2016 Food Agro Allied Packaging Port operations Real estate Reportable Adjustments Consolidated
and logistics segment totals total
N ‘000 N ‘000 N ‘000 N ‘000 N ‘000 N ‘000 N ‘000 N ‘000
Notes to the Annual Report

Interest income (3,038,812) (88,452) (118,397) - - (3,245,661) 2,142,185 (1,103,476)


Interest expense 15,865,556 5,055,198 844,039 632,969 - 22,397,762 - 22,397,762
Capital expenditure 6,210,664 16,719,994 994,666 106,869 83,492 24,115,685 - 24,115,685
Depreciation and amortisation 8,941,524 2,518,196 1,093,197 1,733,848 382,992 14,669,757 - 14,669,757
Impairment losses on non- financial assets 3,955,217 - - - - 3,955,217 - 3,955,217

31,934,149 24,204,936 2,813,505 2,473,686 466,484 61,892,760 2,142,185 64,034,945

070
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

8. Net operating gains and losses

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000

Insurance claim 242,220 145,745 239,927 143,200


Sundry income 418,972 1,025,601 229,676 188,189
Rental income 219,841 221,395 156,047 144,351
Reversal / (allowance) impairment of property, 509,846 (3,955,217) 1,581,368 (2,698,850)
plant and equipment
Fees earned 329,851 238,506 305,222 218,891
Government grants 885,956 943,888 253,944 218,387
Bad debts recovered 86,532 18,238 86,532 18,238
Fair value gain on derivative 755,516 - 387,814 -
Loss on exchange differences (5,742,096) (6,296,099) (6,653,268) (4,007,717)
Profit or (loss) on disposal of property, plant and equipment 77,823 (217,493) 50,617 (98,853)
Fair value changes in biological asset 727,323 154,919 - -
(1,488,216) (7,720,517) (3,362,121) (5,874,164)

9. Selling and distribution expenses (analysed by nature)


Employee costs 1,697,205 1,672,783 1,574,648 1,549,871
Advertisement 375,710 707,558 371,142 679,902
Selling expenses 3,268,233 2,623,460 3,036,209 2,370,501
5,341,148 5,003,801 4,981,999 4,600,274

10. Administrative expenses (analysed by nature)


Bad debts 389,604 1,420,811 291,474 841,026
Bank charges 2,552,401 909,444 1,726,677 725,185
Legal and professional fees 661,822 631,860 447,907 437,305
Depreciation and amortisation 2,379,083 2,255,659 1,837,244 1,758,288
Salaries, wages and other staff costs 4,607,074 4,304,432 3,269,535 3,152,325
Computer related expenses 959,618 485,987 826,290 389,819
Insurance 218,747 182,317 59,870 73,982
Medical, canteen and welfare expenses 670,027 283,169 606,288 244,085
Motor vehicle expenses 92,732 62,763 77,151 49,006
Penalties, fines and non recoverable taxes 806,672 412,755 528,063 69,869
Fuel, gas and oil 380,866 121,692 174,815 87,047
Auditors remuneration 296,900 301,275 166,600 166,600
Postages, telephone and cables 42,417 167,651 12,684 135,712
Printing and stationery 86,623 85,330 58,004 64,434
Rent and rate 409,799 799,214 381,173 723,815
Repairs and maintenance 964,296 528,382 787,311 60,525
Subscriptions and donations 185,322 91,325 161,984 68,421
Security services 255,015 800,600 61,492 59,090
Travelling expenses 707,816 413,283 386,037 217,996
General administrative expenses 1,752,973 1,590,312 152,816 112,446
18,419,807 15,848,261 12,013,415 9,436,976

071
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000
11. Employee information

11.1 Employee costs

Employee cost comprises:

Salaries, wages and other benefits 15,810,357 15,328,946 11,504,161 11,641,441


Pensions 1,536,028 1,356,845 1,207,953 1,055,837
Long service awards 77,360 319,153 62,037 296,860
Gratuity 981,344 830,480 813,893 655,331
18,405,089 17,835,424 13,588,044 13,649,469

Total employee costs have been recognised


in profit or loss as follows:
Cost of sales 12,100,810 11,858,209 8,743,861 8,947,273
Selling and distribution expenses 1,697,205 1,672,783 1,574,648 1,549,871
Administrative expenses 4,607,074 4,304,432 3,269,535 3,152,325
18,405,089 17,835,424 13,588,044 13,649,469

11.2 Number of employees

The number of persons employed as at year end was as follows:

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
Number Number Number Number
Managerial 1,182 1,345 893 803
Non-managerial staff 6,102 5,837 2,562 2,590
7,284 7,182 3,455 3,393

The number of employees in receipt of emoluments excluding certain benefits allowances and pension/gratuity within the
following ranges were:

=N= Group Company


31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
Number Number Number Number
100,001 - 200,000 2,274 1,332 - 412
200,001 - 300,000 788 745 11 346
300,001 - 400,000 437 961 80 382
400,001 - 500,000 524 704 102 189
500,001 - 600,000 169 353 270 63
600,001 - 700,000 72 181 256 48
700,001 - 800,000 67 393 158 232
800,001 - 900,000 118 453 245 274
900,001 - 1,000,000 212 241 324 141
Over 1,000,001 2,623 1,819 2,009 1,306
7,284 7,182 3,455 3,393

072
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000

12. Gain on disposal of investment in associate

Proceeds from disposal of investment in associate - 27,267,092 - 27,267,092


Book value of investment - (3,514,035) - (13,293,418)
Additional cost incurred on disposal - (21,635) - (21,635)
- 23,731,422 - 13,952,039

13. Investment income

Dividend income from subsidiaries - - - 25,527

Interest income
Interest income from short term 1,562,304 1,103,475 855,655 806,361
investments and bank deposits
Interest income from related companies - - 2,374,752 176,208
Interest received per statement of cash flows 1,562,304 1,103,475 3,230,407 982,569
1,562,304 1,103,475 3,230,407 1,008,096

14. Finance costs

Interest expense on related parties transactions - - 607,557 4,861


Interest on bond - 1,187,844 - 1,187,844
Interest on bank loans and overdrafts 29,036,615 21,209,918 18,623,128 11,819,106
Fair value loss on derivatives 3,492,739 - 2,969,054 -
32,529,354 22,397,762 22,199,739 13,011,811
15. Taxation
Per profit or loss
Company income tax 1,442,825 708,867 - -
Tertiary education tax 291,746 178,890 112,739 36,873
Over provision in prior year - (498,072) - (136,956)
Current tax expense 1,734,571 389,685 112,739 (100,083)
Deferred taxation (98,176) (3,320,691) 1,037,794 (4,077,206)

Net income tax expense /(credit) as per profit or loss 1,636,395 (2,931,006) 1,150,533 (4,177,289)

Corporation tax is calculated at 30% (2016: 30%) of the estimated taxable profit for the year while tertiary
education tax is calculated at 2% (2016: 2%) of the estimated assessable profit for the year.

073
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000

15. Taxation (continued)


Per statement of financial position
At 1 April 1,336,015 1,802,610 439,157 624,831
Acquired through merger - - - 22,682
Charge for the year 1,734,571 389,685 112,739 (100,083)
Payment during the year
Cash (621,269) (629,927) (1,263) (102,174)
With holding tax utilized (207,101) (226,353) - (6,099)

Current tax payable 2,136,490 1,336,015 550,633 439,157

Reconciliation of effective tax rate


Profit before tax (A) 10,472,847 11,489,278 10,979,579 6,248,497

Tax at the statutory corporation tax rate of 30% (2016:30%) 3,227,780 3,446,783 3,293,874 1,874,549
Effect of income that is exempt from taxation (4,702,913) (7,119,427) (425,124) (4,194,005)
Effect of expenses that are not deductible in determining 568,802 259,814 440,986 183,097
taxable profit
Effect of investment allowance and similar tax incentives (898,390) (155,714) (214,886) (35,022)
Effect of previously unrecognised and unused tax losses - (2,111,417) - (2,111,417)
and deductible temporary differences now recognised as
deferred tax assets
Effect of pioneer status* (1,192,890) (76,359) (1,192,890) (314,084)
Education tax at 2% of assessable profits 288,817 178,890 112,739 36,873
Minimum tax adjustments 149,821 - - -
Under/ (over) provision in prior years (156,613) (498,072) - (136,956)
Change in recognised deductible temporary differences (878,775) 367,080 (864,166) 519,676
Unrecognised deffered tax assets 5,230,756 2,777,416 - -
Income tax expense recognized in profit or loss
(relating to continuing operations) (B) 1,636,395 (2,931,006) 1,150,533 (4,177,289)
Effective tax rate (B/A) 16 % (26)% 10 % (67)%

*The Company obtained production date certificate in respect of the pioneer status tax holiday for its Apapa West Mill in
September, 2013. Based on the certificate, the production date (effective commencement date of pioneer status) is 1 October
2013. The related tax impact has been recognized in the current year profit or loss account as the pioneer status expired on 31
September, 2016.

16. Deferred tax

Analysis of deferred tax balances


Deferred tax asset 1,846,674 66,022 - -
Deferred tax liability (7,819,480) (5,768,040) (5,904,270) (4,553,105)

Net deferred tax liability (5,972,806) (5,702,018) (5,904,270) (4,553,105)

The Group has unrecognized capital allowances and unused tax losses amounting to N53.9 billion and N14 billion (2016:
N20.9 billion and N5.4 billion) respectively. No deferred tax asset has been recognized in respect of these amounts due to the
unpredictability of the amount and timing of future taxable profit against which they would be utilised. The capital allowances
and tax losses can be carried forward indefinitely.

074
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

16. Deferred tax (continued)

Deferred tax assets and liabilities


The following are the major deferred tax liabilities and assets recognised by the Group and Company and movements thereon during the
current and prior reporting period.

Group

2017 Recognised in
other
Recognised in comprehensive
Opening balance profit or loss income Closing balance
Deferred tax (assets) / liabilities in relation to: N ‘000 N ‘000 N ‘000 N ‘000

Property, plant and equipment 8,783,047 (3,617,870) - 5,165,177


Tax losses (547,287) 476,711 - (70,576)
Exchange difference 5,046 3,758,155 - 3,763,201
Employee benefits (1,500,018) (639,206) 368,964 (1,770,260)
Allowances for doubtful receivables (1,038,770) (75,966) - (1,114,736)
5,702,018 (98,176) 368,964 5,972,806

March 31, 2016 Recognised in


other
Recognised in comprehensive
Opening balance profit or loss income Closing balance
Deferred tax (assets) / liabilities in relation to: N ‘000 N ‘000 N ‘000 N ‘000
Property, plant and equipment 10,893,284 (2,110,237) - 8,783,047
Tax losses - (547,287) - (547,287)
Exchange difference (334,974) 340,020 - 5,046
Employee benefits (1,143,617) (182,587) (173,814) (1,500,018)
Allowance for doubtful receivables (218,170) (820,600) - (1,038,770)
9,196,523 (3,320,691) (173,814) 5,702,018

Company

2017
Recognised in
other
Recognised in comprehensive
Opening balance profit or loss income Closing balance
Deferred tax (assets)/ liabilities in relation to: N ‘000 N ‘000 N ‘000 N ‘000
Property, plant and equipment 7,073,563 (1,550,401) - 5,523,162
Tax losses (469,391) 469,391 - -
Exchange difference 160,252 2,694,438 - 2,854,690
Employee benefits (1,327,223) (383,146) - (1,710,369)
Allowance for bad debt (573,136) (192,487) - (765,623)
Arising on actuarial (gains)/losses on (310,960) - 313,370 2,410
staff retirement benefit
4,553,105 1,037,794 313,370 5,904,270

075
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

16. Deferred tax (continued)

2016 Opening Arising from Recognised in Recognised in Closing


balance merger profit or loss other balance
comprehensive
income
N ‘000 N ‘000 N ‘000 N ‘000 N ‘000
Deferred tax (assets)/liabilities in relation to:
Property, plant and equipment 11,061,410 4,152 (3,991,999) - 7,073,563
Tax losses - - (469,391) - (469,391)
Exchange difference (341,702) - 501,954 - 160,252
Employee benefits (1,115,407) - (211,816) - (1,327,223)
Allowance for bad debt (804,192) - 231,056 - (573,136)
Arising on actuarial (gains)/losses on staff - - (137,010) (173,950) (310,960)
retirement benefit
8,800,109 4,152 (4,077,206) (173,950) 4,553,105

17. Earnings per share

Basic earnings per share

Basic earnings per share is determined by dividing profit or loss attributable to the ordinary equity holders of the Company by the
weighted average number of ordinary shares outstanding during the year.

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


Reconciliation of profit or loss for the year to earnings per N’000 N’000 N’000 N’000
share
Profit or loss for the year attributable to equity holders
of the parent 7,961,484 14,620,321 9,829,046 10,425,786

Weighted average number of shares (‘000) 2,624,253 2,624,253 2,624,253 2,624,253

Basic earnings per share (kobo per share) 303 557 375 397

Diluted earnings per share

In the determination of diluted earnings per share, profit or loss attributable to the equity holders of the Company and the weighted
average number of ordinary shares are adjusted for the effects of all dilutive potential ordinary shares.

Where there is a discontinued operation, diluted earnings per share is determined for both continuing and discontinued operations.

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N’000 N’000 N’000 N’000
Reconciliation of profit or loss for the year to earnings
per share
Profit or loss for the year attributable to equity holders of 7,961,484 14,620,321 9,829,046 10,425,786
the parent

Weighted average number of shares (‘000) 2,624,253 2,624,253 2,624,253 2,624,253

Diluted earnings per share


Diluted earnings per share (kobo per share) 303 557 375 397

076
18. Property, plant and equipment
Group

Land and building Plant and machnery Furniture and equipment Vehicles Bearer plants Berth Rehabilation Capital work-in-progress Total
N’000 N’000 N’000 N’000 N’000 N’000 N’000 N’000

Cost
Balance at April 01, 2015 46,487,548 161,719,586 5,794,986 10,660,664 519,989 - 54,554,825 279,737,598
Additions 1,520,226 4,182,896 138,256 110,220 14,150 - 18,149,936 24,115,684
Disposals (9,579) (646,063) (95,922) (390,927) - - (182,280) (1,324,771)
Reclassification 7,951,829 17,129,109 181,448 284,377 - - (25,546,763) -
Transfer to intangible assets - - - - - - (322,935) (322,935)
Transfer to investment property (2,165,028) - - - - - - (2,165,028)

Balance at March 31, 2016 53,784,996 182,385,528 6,018,768 10,664,334 534,139 - 46,652,783 300,040,548

Balance at April 01, 2016 53,784,996 182,385,528 6,018,768 10,664,334 534,139 - 46,652,783 300,040,548
Additions 289,658 2,835,526 217,902 225,099 - - 17,488,027 21,016,212
Disposals (22,278) (307,738) (9,676) (698,255) - - (13,850) (1,051,797)
Transfer to inventory - - - - (16,500) - - (16,500)
Transfer from intangibles - - - - - 763,547 - 763,547
Transfer to intangible - - - - - - (201,880) (201,880)
Transfer from CWIP 20,851,757 23,541,078 250,699 128,955 396,621 - (45,169,110) -
Write off - (78,653) - (18,379) - - (1,881,195) (1,978,227)

Balance at March 31, 2017 74,904,133 208,375,741 6,477,693 10,301,754 914,260 763,547 16,834,775 318,571,903

Accumulated depreciation
Balance at April 01, 2015 4,699,680 56,771,496 2,957,073 6,349,542 19,332 - - 70,797,123
Charge for the year 2,033,091 10,188,178 856,137 1,481,588 11,046 - - 14,570,040
Disposals (2,848) (258,589) (95,666) (393,487) - - - (750,590)
Impairment (Note) (a) - 2,578,865 - - - - 1,376,352 3,955,217
Transfer to investment property (119,318) - - - - - - (119,318)

Balance at March 31, 2016 6,610,605 69,279,950 3,717,544 7,437,643 30,378 - 1,376,352 88,452,472
Notes to the Annual Report
for the year ended 31 March 2017(cont’d)

Balance at April 01, 2016 6,610,605 69,279,950 3,717,544 7,437,643 30,378 - 1,376,352 88,452,472
Charge for the year 2,245,231 10,903,003 981,534 1,306,284 67,104 41,068 - 15,544,224
Disposals (8,916) (240,359) (8,936) (648,962) - - - (907,173)
Transfer from intangible - - - - - 147,526 - 147,526
Write offs - (44,570) - (18,379) - - - (62,949)
Reversal of Impairment 53,909 (1,247,953) - - - - (274,337) (1,468,381)

Balance at March 31, 2017 8,900,829 78,650,071 4,690,142 8,076,586 97,482 188,594 1,102,015 101,705,719

Carrying amount
Balance as at March 31, 2017 66,003,304 129,725,670 1,787,551 2,225,168 816,778 574,953 15,732,760 216,866,184

077
Balance as at March 31, 2016 47,174,391 113,105,578 2,301,224 3,226,691 503,761 - 45,276,431 211,588,076
Company Land and building Plant and Furniture and Capital work-in Total
machinery equipment Vehicles progress
Cost N ‘000 N ‘000 N ‘000 N ‘000 N ‘000 N ‘000

Balance at April 01, 2015 19,508,212 80,542,448 3,188,049 3,585,551 23,030,727 129,854,987
Additions 366,903 3,465,286 46,612 40,112 2,594,199 6,513,112
Disposals - (117,973) (10,836) (446,616) (2,441) (577,866)
Reclassification 5,873,001 10,522,462 84,003 203,571 (16,683,037) -
Arising from merger (Note e) 3,677,113 2,314,965 789,602 5,002,328 1,058,239 12,842,247
Transfer from investment property (Note 19) 1,039,960 - - - - 1,039,960
Transfer to intangible assets - - - - (27,835) (27,835)

Balance at March 31, 2016 30,465,189 96,727,188 4,097,430 8,384,946 9,969,852 149,644,605

Balance at April 01, 2016 30,465,189 96,727,188 4,097,430 8,384,946 9,969,852 149,644,605
Additions 53,275 1,842,057 93,052 74,590 4,779,819 6,842,793
Disposals (22,278) (255,077) (6,580) (630,223) - (914,158)
Transfer from CWIP 316,195 2,726,701 70,074 78,269 (3,191,239) -
Transfer to ROM Oil - - - - (31,499) (31,499)
Transfer to intangible assets - - - - (201,880) (201,880)
Write off - - - - (28,064) (28,064)

Balance at March 31, 2017 30,812,381 101,040,869 4,253,976 7,907,582 11,296,989 155,311,797

Accumulated depreciation
Balance at April 01, 2015 2,505,489 42,492,262 2,246,158 2,189,302 - 49,433,211
Charge for the year 979,731 5,210,785 461,339 1,166,868 - 7,818,723
Disposals - (12,554) (9,567) (371,635) - (393,756)
Transfer from investment property (Note 19) 126,341 - - - - 126,341
Arising from merger (Note e) 358,792 798,668 300,576 2,770,829 - 4,228,865
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Impairment (Note a) - 2,174,513 - - 524,337 2,698,850

Balance at March 31, 2016 3,970,353 50,663,674 2,998,506 5,755,364 524,337 63,912,234

Balance at April 01, 2016


(Accumulated depreciation and Impairment) 3,970,353 50,663,674 2,998,506 5,755,364 524,337 63,912,234
Charge for the year 973,850 5,947,822 484,873 988,709 - 8,395,254
Disposals (8,916) (211,242) (6,262) (581,889) - (808,309)
Reversal of impairment - (1,307,031) - - (274,337) (1,581,368)

Balance at March 31, 2017 4,935,287 55,093,223 3,477,117 6,162,184 250,000 69,917,811

078
Carrying amount

Balance as at March 31, 2017 25,877,094 45,947,646 776,859 1,745,398 11,046,989 85,393,986

Balance as at March 31, 2016 26,494,836 46,063,514 1,098,924 2,629,582 9,445,515 85,732,371
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Analysis of bearer plants

Accumulated Carrying amount


31-Mar-17 Cost depreciation N ‘000
N ‘000 N ‘000
Mature bearer plants 665,157 (97,482) 567,675
Immature bearer plants 249,103 - 249,103
914,260 (97,482) 816,778

Accumulated Carrying amount


31-Mar-16 Cost depreciation N ‘000
N ‘000 N ‘000
Mature bearer plants 283,439 (30,378) 253,061
Immature bearer plants 250,700 - 250,700
534,139 (30,378) 503,761

Included in the group property, plant and equipment movement schedule is berth rehebilitation, which represents the cost
of leasehold improvement at Apapa Bulk Terminal Limited.

(a) Impairment losses/ (reversal)


During the year, impairment on previously idle plant and machinery amounting to N1.58 billion was reversed by the group
as the assets were put to use in the current year. The reversal of impairment is recognised in net operating gains and losses
in the consolidated and separate statement of profit or loss and other comprehensive income.

(b) Pledged as security


As at March 31, 2017, specific properties with carrying amount of about N3 billion (2016: N2 billion) were pledged as
security for bank loans. There are also negative pledges over other Company’s property, plant and equipment and floating
assets, which have been given in relation to the Company’s borrowings.

(c) Capital commitment


The total capital commitment of the Company as at March 31, 2017 amounted to N3.5.billion (2016: N3.2 billion) in respect
of various capital projects.

(d) Capital work in progress


Capital work in progress comprises Building, Plant and Machinery under construction during the year. Included in the
amount are capitalised borrowing cost of approximately N1.4 billion (2016: N1.2 billion) calculated using an average
capitalization rate of 14%. Major projects included in the Group Capital work in progress is capital expenditure of about N2.5
billion relating to the Sunti Golden Sugar Estate Farm and Mill and plant and machinery of about N3.5 billion relating to
Flour and Pasta project.
Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000

Closing Capital WIP is analysed as follows:


Buildings 1,321,441 22,462,402 1,321,441 1,926,839
Plant and machinery 14,411,319 22,814,029 9,725,548 7,518,676
15,732,760 45,276,431 11,046,989 9,445,515

079
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

(e) Arising from merger


Arising from merger relates to property, plant and equipment from subsidiaries which merged with the Company as at
March 2016.

19. Investment property Building


Group N’000
Cost -
Balance at April 01, 2015 2,165,028
Transfer from Property, plant and equipment (Note a)

Balance at March 31, 2016 2,165,028

Balance at April 01, 2016 2,165,028


Addition 9,564

Balance at March 31, 2017 2,174,592

Accumulated depreciation
Balance at April 01, 2015 -
Charge for the year 22,331
Transfer from Property, plant and equipment (Note a) 119,318
Balance at March 31, 2016 141,649
Balance at April 01, 2016 141,649
Charge for the year 103,746
Balance at March 31, 2017 245,396
Carrying amount
Balance as at March 31, 2017 1,929,196
Balance as at March 31, 2016 2,023,379
Company Building
N ‘000
Cost
Balance at April 01, 2015 1,113,245
Transfer to property, plant and equipment (Note (a)) (1,039,960)

Balance at March 31, 2016 73,285

Balance at April 01, 2016 73,285


Balance at March 31, 2017 73,285

Accumulated depreciation
Balance at April 01, 2015 127,590
Charge for the year 22,332
Transfer to Property, plant and equipment (Note a) (126,341)
Balance at March 31, 2016 23,581

Balance at April 01, 2016 23,581


Charge for the year 1,567

Balance at March 31, 2017 25,148

Carrying amount
Balance as at March 31, 2017 48,137

Balance as at March 31, 2016 49,704

The Company applies the cost model in accounting for its investment property.
Rental income generated from investment property during the year was N35.4m (2016:N32m).

080
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

18. Investment property (continued)

Direct operating expenses (including repairs and maintenance) arising from investment property that generated rental income during
the period was N104 million (2016: N70.2 million).

(a)The transfers from Investment property to Property plant and equipment as at March 2016, represents the carrying amount of
investment property relating to the Gbagada Truck Park located at Gbagada, Lagos. The property is occupied by the Transport division
which was a subsidiary of the Company during the period. Subseqent to the merger of the subsidiary with the Company as at March
2016, the property was converted to own use and reclassified the carrying amount of the property to property, plant and equipment.

Transfers from property, plant and equipment to investment property in prior year represents investment property which had
previously been classified as property, plant and equipment in the Group’s statement of financial position.

(b)The Group and Company’s carrying amount of investment property as at year end represents:

i. Abuja Residential Quarters- This is a building located at Life Camp Abuja and owned by Flour Mills of Nigeria Plc. The property is
currently being occupied by Levant Construction Limited from whom the company earns rental income.

ii. FMN Property-Onireke GRA Ibadan- the Company earns income from this property which has been rented out to Chi Foods Limited.

iii The Olympic Tower properties relate to residential flats in Victoria Island, Lagos which the group holds primarily for generating rental
income.

The fair value of investment properties is estimated by the Direction to be within the range of N2.2 billion to N2.5 billion

No contigent rents are charged.

20. Intangible assets


Group Computer software Berth rehabilitation Trademarks Total
N’000 N’000 N’000 N’000
Cost
Balance at April 01, 2015 539,147 487,742 460,000 1,486,889
Addition 15,864 - - 15,864
Transfer from PPE 47,130 275,805 - 322,935

Balance at March 31, 2016 602,141 763,547 460,000 1,825,688

Balance at April 01, 2016 602,141 763,547 460,000 1,825,688

Addition 42,491 - - 42,491


Transfer from/(to) PPE (Note 18) 201,880 (763,547) - (561,667)
Write off
(38,056) - - (38,056)
Balance at March 31, 2017 808,456 - 460,000 1,268,456

Accumulated amortisation
Balance at April 01, 2015 414,884 115,757 460,000 990,641
Charge for the year 67,948 31,769 - 99,717

Balance at March 31, 2016 482,832 147,526 460,000 1,090,358

Balance at April 01, 2016 482,832 147,526 460,000 1,090,358


Charge for the year 155,310 - - 155,310
Transfer to PPE - (147,526) - (147,526)
Write off (38,056) - - (38,056)

Balance at March 31, 2017 600,086 - 460,000 1,060,086

Carrying amount
Balance as at March 31, 2017 208,370 - - 208,370

081
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

20. Intangible assets (continued)


Balance as at March 31, 2016 119,309 616,021 - 735,330

l Computer software relates to acquired software license and other development costs directly attributable to the preparation
of the computer software for its intended use. Amortization of computer software is calculated based on useful life of 3 years.
l Berth Rehabilitation cost previously classified as an intangible asset has now been reclassified to Property Plant and
Equipment as leasehold improvement.

Company Computer
software
N’000
Cost Balance at April 01, 2015 365,575
Addition 12,993
Transfer from Property, plant and equipment (Note 18) 27,835

Balance at March 31, 2016 406,403

Balance at April 01, 2016 406,403


Transfer from Property, plant and equipment (Note 18) 201,880
Addition 42,491
Balance at March 31, 2017 650,774

Accumulated amortisation
Balance at April 01, 2015 268,933
Charge for the year 51,035
Balance at March 31, 2016 319,968

Balance at April 01, 2016 319,968


Charge for the year 139,298
Balance at March 31, 2017 459,266

Carrying amount
Balance as at March 31, 2017 191,508
Balance as at March 31, 2016 86,435

Computer software relates to acquired software license and other development costs directly attributable to the preparation of
the computer software for its intended use. Amortization of computer software is calculated based on useful life of 3 years.

Amortisation of intangible assets is recognised in administrative expenses in profit or loss.

21. Goodwill
Group 31-Mar-17 31-Mar-16
Cost Accumulated Carrying value Cost Accumulated Carrying value
impairment impairment
Goodwill 4,148,022 - 4,148,022 4,148,022 - 4,148,022

31-Mar-17 31-Mar-16
N ‘000 N ‘000
Goodwill on acquisition of ROM Oil Mills Limited 1,351,067 1,351,067
Goodwill on acquisition of Thai Farms Limited 920,139 920,139
Goodwill from New Horizon Flour Mills Limited 1,876,816 1,876,816
4,148,022 4,148,022

Goodwill has been assessed for impairment as part of the annual mandatory impairment testing. Goodwill was apportioned to
Cash Generating Units (CGUs) that are expected to benefit from the respective business combinations on the basis of
management expectation of the benefit to be derived from the synergy. As the carrying value of the assets of the CGU to which the
Goodwill was allocated is lower than the recoverable amount, Management did not recognize any impairment loss on the
Goodwill
Allocation of goodwill to cash generating units (CGU)

082
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

21. Goodwill (continued)

Goodwill was apportioned to CGUs that are expected to benefit from the synergies of the respective business combinations on
the basis of their net asset values

Goodwill has been allocated for impairment test purposes to the following cash-generating units
Flour Mills of Nigeria Plc.
Premier Feed Mills Company Limited
Nigerian Eagle Flour Mills Limited

The carrying amount of goodwill was allocated to the cash generating units as follows:

Allocation of Goodwill March 31, 2017

Cash Generating Units ROM OIL THAI FARM QUILVEST Total


N’000 N’000 N’000 N’000
Flour Mills of Nigeria Plc 769,754 801,153 1,876,816 3,447,723
Premier Feed Mills Company Limited 581,313 - - 581,313
Nigerian Eagle Flour Mills Limited - 118,986 - 118,986
1,351,067 920,139 1,876,816 4,148,022

Company 31-Mar-17 31-Mar-16


Cost Accumulated Carrying value Cost Accumulated Carrying value
impairment impairment
Goodwill (Note 22) 1,876,816 - 1,876,816 1,876,816 - 1,876,816

Goodwill in the Company is as a result of merger with New Horizon Flour Mills Limited in 2016. Prior to the merger, the goodwill
which is from Quilvest Properties Limited, a subsidiary of New Horizon Flour Mills Limited was disclosed under the Flour Mills Plc
group financial statements.

Cash Generating Units

The recoverable amount of the cash generating units is based on a value in use calculation which uses cash flow projections based
on five year projection of current year EBITDA and an average cost of capital of 15% per annum (2016: 11% per annum).

The Directors believe that any reasonably possible change in the key assumptions on which the recoverable amount is based
would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash generating unit.

Key forecast assumptions

The key assumptions used in the value in use calculations for the cash generating units are as follows.
Discount rate: 15% (2016: 11%)
Net cash flow: The Net cash flow is based on 5-year forecast using 2017 as the base year.
Budgeted EBITDA growth rate: The Growth rate of 15% (2016: 8%) has been applied based on management
expectations of improvement in performance of the Company.
Inflation rate: Inflation rate is based on forecast consumer price indices during the period for the country. An
inflation rate of 18% has been applied for the current year (2016: 13%). The value assigned to the key assumption is
consistent with external sources of information

The discount rate was a based on the historical weighted-average cost of capital.

The cash flow projections included specific estimates for five years and a terminal growth rate thereafter. The terminal growth rate
was determined based on management’s estimate of the long-term compound annual EBITDA growth rate, consistent with the
assumptions that a market participant would make.

083
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

21. Goodwill (continued)

Budgeted EBITDA was based on expectations of future outcomes taking into account past experience, adjusted for
anticipated revenue growth. Revenue growth was projected taking into account the average growth levels experienced
over the past five years and the estimated sales volume and price growth for the next five years. It was assumed that sales
prices would grow at a constant margin above forecast inflation over the next five years.

22. Merger

In 2016, the Company sought and obtained shareholders’ and regulatory approval to merge with five wholly owned
subsidiaries. The merger was effected during the year and the integration of the entities has been completed.

The subsidiaries which were merged were under the same control prior to the date of the merger, consequently, this is a
business combination of entities under common control. The Company has developed an accounting policy to include in
the standalone financial statements of Flour Mills of Nigeria Plc as at 31 March 2016, the results of the merged subsidiaries
as if the merger occurred at the beginning of the financial year. Management has elected not to restate the comparatives
in the Statement of profit or loss and other comprehensive income as this is not explicitly required by the standards.

The assets and liabilities acquired through the merger were as follows:

N ‘000
Property, plant and equipment 8,613,382
Goodwill 1,876,816
Long term receivables 3,904,188
Prepayments 1,904,471
Inventories 1,314,761
Trade receivables 497,639
Cash and cash equivalents 437,014
Non current assets held for sale 13,293,418

Total Assets 31,841,689

N ‘000
Borrowings 12,527,447
Deferred income 56,987
Deferred tax liabilities 4,152
Employee benefit obligation 95,531
Bank overdraft 1,065,271
Trade payables 18,749,521
Current tax liabilities 22,682

Total liabilities 32,521,591

Net liabilities (679,902)


Derecognition of investment in subsidiaries at cost (201,000)

Transfer to reserves from merger (880,902)

084
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

23. Investment in subsidiaries

Investment in subsidiaries are stated at cost and analysed as follows:

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N’000 N’000 N’000 N’000
Unquoted
Apapa Bulk Terminal Limited - - 50,000 50,000
Golden Shipping Company Nigeria Limited - - 26,000 10,000
Golden Sugar Company Limited - - 10,000 10,000
Kaboji Farms Limited - - 30,000 30,000
Premier Feed Mills Company Limited - - 12,750 12,750
Nigerian Eagle Flour Mills Limited - - 510,000 510,000
Golden Penny Rice Limited - - 10,000 10,000
Crestview Towers Limited - - 10,000 10,000
Olympic Towers Limited - - 10,000 10,000
ROM Oil Mills Limited - - 1,915,728 1,915,728
Thai Farm International Limited - - 878,598 660,066
Agri Palm Limited - - 10,000 10,000
Agri Estates Limited - - 10,000 10,000
Agro Allied Farms Sunti Limited - - 10,000 10,000
Agro Allied Syrups Limited - - 10,000 10,000
Sunti Golden Sugar Estates Limited - - - 5,000
Best Chickens Limited - - 10,000 10,000
Golden Agri Input Limited - - 50,000 50,000
- - 3,563,076 3,333,544

Quoted
Northern Nigeria Flour Mills Plc - - 303,441 303,441
- - 3,866,517 3,636,985

During the year, the investment in Sunti Golden Sugar Estate Limited was transferred to Golden Sugar Company
Limted. Also, an additional investment of N16 Million was made in Golden Shipping Company Nigeria Limited
and N218.53 million in Thai Farms International Limited.

085
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

23. Investment in subsidiaries (continued)

Shareholding
Shareholding (%)
Subsidiaries Ordinary shares 31-Mar-17 31-Mar-16 Principal Activity

Apapa Bulk Terminal Limited 380,000,000 ordinary shares 100 100 Port operations
of 50 kobo each
Golden Agri Inputs Limited 100,000,000 ordinary shares 100 100 Agriculture
of 50k each
Golden Shipping Company Nigeria Limited 26,000,000 ordinary shares 100 100 Shipping agency
of N1 each
Golden Sugar Company Limited 20,000,000 ordinary shares 100 100 Manufacturing
of 50k each of sugar
Northern Nigeria Flour Mills Plc 178,200,000 ordinary shares 53 53 Flour milling
of 50k each
Kaboji Farms Limited 30,000,000 ordinary shares 100 100 Farming
of N1 each
Premier Feed Mills Company Limited 50,000,000 ordinary shares 62 62 Livestock feeds
of 50k each
Nigeria Eagle Flour Mills Limited 510,000,000 ordinary shares 51 51 Flour milling
of N1 each
Golden Penny Rice Limited 20,000,000 ordinary shares 100 100 Importation and
of 50k each bagging of rice
Crestview Towers Limited 20,000,000 ordinary shares 100 100 Real estate
of 50k each
Olympic Towers Limited 20,000,000 ordinary shares 100 100 Real estate
of 50k each
Agri Palm Limited 20,000,000 ordinary shares 100 100 Agriculture
of 50k each
Agri Estates Limited 20,000,000 ordinary shares 100 100 Agriculture
of 50k each
Agro Allied Farms Sunti Limited 20,000,000 ordinary shares 100 100 Agriculture
of 50k each
Agro Allied Syrups Limited 20,000,000 ordinary shares 100 100 Agriculture
of 50k each
ROM Oil Mills Limited 10,000,000 ordinary shares 90 90 Manufacturing
of 50k each of edible oil.
Thai Farm international Limited 349,650,135 Ordinary shares 100 75 Manufacturing
of 50k share of cassava flour
Best Chickens Limited 20,000,000 ordinary shares 100 100 Agriculture
of 50k each
Sunti Golden Sugar Estates Limited 10,000,000 ordinary shares - 100 Manufacturing
of 50k each of sugar
Golden Penny Power Limited (*) 2,000,000 ordinary shares of 100 100 Power
50k each generation
Premier Poultry Processors Limited (*) 20,000,000 ordinary shares 100 100 Livestock
of 50 kobo each farming

086
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

23. Investment in subsidiaries (continued)

Shareholding (%)
Subsidiaries Ordinary shares 3/31/2017 3/31/2016 Principal Activity
Premier Chicks Limited (*) 10,000,000 ordinary shares 100 100 Livestock
of 50 kobo each farming
Iganmu Power Company Limited (*) 2,000,000 ordinary shares of 100 100 Power
50 Kobo each generation

The shareholdings in the subsidiaries above represents the Company’s voting rights in the subsidiaries.

* These are dormant companies. The share capital for these subsidiaries have not been issued or paid up by the Company, hence no
investment has been recorded as at 31 March 2017.

* Golden penny power limited and Iganmu power company limited were incorporated to carry out independent power projects, while
Premier poultry processors limited and Premier chicks limited were incorporated for livestock farmng and processing.

Acquisition of NCI
In the current year, the Group acquired an additional 25% interest in Thai Farm International Limited for N218 million increasing its
ownership from 75% to 100%. The carrying amount of Thai Farms International Limited’s net liability in the Group’s consolidated financial
statement was NGN1.453 billion. The Group recognized an increase of N363 million in NCI and a decrease of N582 million in retained
earnings attributable to owners of the Company.

N’000
Net Liabilities at date of acquisition (1,453,856,000*25%) (363,464)
Consideration paid to NCI (218,532)
(581,996)

Subsidiaries with material non-controlling interests


The following information is provided for subsidiaries with non-controlling interests which are material to the reporting company. The
summarised financial information is provided prior to intercompany eliminations.

Subsidiaries
% Ownership interest held by
non-controlling interest
31-Mar-17 31-Mar-16

Northern Nigeria Flour Mills Plc. 47 % 47 %


Premier Feed Mills Company Limited. 38 % 38 %
Nigerian Eagle Flour Mills Limited 49 % 49 %

087
23. Investment in subsidiaries (continued)
March 31, 2017

Summarised consolidated and separate statement of


financial position NCI Non current Current assets Total assets Non current Current Total Net assets Carrying amount
percentage assets liabilities liabilities liabilities of non-controlling
interest

Northern Nigeria Flour Mills Plc 47 % 2,045,646 1,854,326 3,899,972 2,535,858 124,538 2,660,396 1,239,576 582,601
Premier Feed Mills Company Limited 38 % 22,830,657 8,615,987 31,446,644 25,275,365 3,270,578 28,545,943 2,900,701 1,102,266
Nigerian Eagle Flour Mills Limited 49 % 3,761,808 6,254,051 10,015,859 1,196,063 3,353,798 4,549,861 5,466,000 2,678,340
28,638,111 16,724,364 45,362,475 29,007,286 6,748,914 35,756,200 9,606,277 4,363,207
Non-controlling interest other subsidiary 10 % 19,852,955 14,953,725 34,806,680 9,382,523 29,012,789 38,395,312 (3,588,632) (358,863)
Intra-group eliminations - - - - - - - - 75,965
Non-controlling interest per consolidated statement
of financial position 4,080,309

The difference between the carrying amount of non-controlling interest and the non-controlling interest’s proportionate share of the net assets of the subsidiary is represented by goodwill.

Summarised statement of profit or loss and NCI Revenue Profit/(loss) tax expense Profit/(loss) Other Total Profit/(loss) OCI Total
other comprehensive income percentage before tax for the year comprehensive comprehensive allocated to non attributable comprehensive
income income controlling to NCI income
interest attributable to
NCI

Northern Nigeria Flour Mills Plc 47% 902,349 7,367 (15,902) (8,535) - (8,535) (4,011) - (4,011)
Premier Feed Mills Company Limited 38% 48,743,270 536,773 (104,031) 432,742 8,626 441,368 164,444 3,278 167,720
Nigerian Eagle Flour Mills Limited 49% 27,021,352 2,695,747 (813,850) 1,881,899 17,039 1,898,938 922,130 8,348 930,478
76,666,971 3,239,887 (933,783) 2,306,106 25,665 2,331,771 1,082,563 11,626 1,094,187
Profit or loss allocated to non- 37,971,931 (1,993,648) (82,306) (2,075,954) 3,170 (2,079,124) (207,595) 317 (207,278)
Notes to the Annual Report

controlling interest of other


for the year ended 31 March 2017 (cont’d)

subsidiaries
Intra-group eliminations - - -
Total profit or loss allocated to non-
controlling interest 874,968 11,943 886,911

088
23. Investment in subsidiaries (continued)

Summarised statement of cash flows NCI percentage Cash flow from Cash flow from Cash flow from Net increase
operating investing Financing (decrease) in
activities activities activities cash flow
Northern Nigeria Flour Mills Plc 47 % (865,134) (1,439,291) 2,388,092 83,667
Premier Feed Mills Company Limited 38 % 140,202 (422,336) (2,007,308) (2,289,442)
Nigerian Eagle Flour Mills Limited 49 % 3,797,194 (4,110,995) 675,585 361,784

Total 3,072,262 (5,972,622) 1,056,369 (1,843,991)

No dividend was paid to shareholders with non controlling interest during the year.

March 31, 2016

Summarised statement of financial position NCI percentage Non current Current Total Non current Current liabilities Total Net assets Carrying amount
assets assets assets liabilities liabilities of non-
controlling
interest
Norther Nigerian Flour Mills Plc 47 % 658,654 1,081,103 1,739,757 113,546 375,227 488,773 1,250,984 587,962
Premier Feed Mills Company Limited 38 % 9,041,565 8,615,663 17,657,228 1,200,767 13,940,840 15,141,607 2,515,621 955,936
Nigerian Eagle Flour Mills Limited 49 % 3,920,604 3,610,995 7,531,599 1,313,296 2,728,732 4,042,028 3,489,571 1,709,890
Total 13,620,823 13,307,761 26,928,584 2,627,609 17,044,799 19,672,408 7,256,176 3,253,788

Other individually immaterial subsidiaries (503,645)


Intra-group eliminations 79,791
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Non-controlling interest per consolidated 2,829,934


statement of financial position

The difference between the carrying amount of non controlling interest and the non controlling interest’s proportionate share of the net assets of the subsidiary is represented by goodwill.

089
23. Investment in subsidiaries (continued)

Summarised statement of NCI percentage Revenue Profit before tax Tax expense Profit/ (loss) Other Total Profit/ (loss) OCI attributable Total
profit or loss and other comprehensive comprehensive allocated to non- to NCI comprehensive
comprehensive income income income controlling income
interest attributable to
NCI
Northern Nigeria Flour Mills 47 % 968,486 (233,067) 35,831 (197,236) 21,574 (175,662) (92,701) 10,140 (82,561)
Plc
Premier Feed Mills Company 38 % 37,356,109 848,368 (158,445) 689,923 - 689,923 262,171 - 262,171
Limited
Nigerian Eagle Flour Mills 49 % 18,160,578 423,018 (363,903) 59,115 (8,021) 51,094 28,966 (3,930) 25,036
Limited
Total 56,485,173 1,038,319 (486,517) 551,802 13,553 565,355 198,436 6,210 204,646
Other individually immaterial (379,958) (343) (380,301)
subsidiaries
Intra-group eliminations (18,515) 194,170 (24,382)
Total profit or loss allocated (200,037) 200,037 (200,037)
to non-controlling interest -

Summarised statement of cash flows NCI Cash flow from Cash flow from Cash flow from Net increase/
percentage operating activities investing activities financing activities (decrease) in cash
flow
Northern Nigeria Flour Mills Plc 47 % (487,140) 14,605 (81,099) (553,634)
Premier Feed Mills Company Limited 38 % 3,837,870 (147,425) (2,746,479) 943,966
Nigerian Eagles Flour Mills Limited 49 % 167,793 (1,766,052) (59,173) (1,657,432)
Total 3,518,523 (1,898,872) (2,886,751) (1,267,100)
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Dividend paid to shareholders with non controlling interest amounted to N27.94 million.

090
Notes to the Annual Report
for the year ended 31 March 2017

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

24. Available for sale investments


Available for sale investments (unquoted)
Maiduguri Flour Mills Limited 5,956 5,956 5,956 5,956
Newport Tradings Limited 2,000 2,000 2,000 2,000
7,956 7,956 7,956 7,956
Available for sale investments (Quoted)
Transnational Corporation Plc 127,500 127,500 127,500 127,500
Less fair value loss (111,316) (89,760) (111,316) (89,760)
16,184 37,740 16,184 37,740
24,140 45,696 24,140 45,696

The Group’s investment in Transnational Corporation Plc was fair valued using the market price of N0.71per share (2016: N1.06) as at
year end which resulted in fair value decrease of N111.32 million. The valuation has been categorised as Level 1 in the fair value
hierarchy as there are no unobservable input to the valuation. The valuation was done on the same basis in prior year and there has
been no transfers between levels during the year. The fair value decrease has been recognised in other comprehensive income. The
available for sale investments in unquoted entities have been carried at cost as the fair value cannot be reliably measured.
Management does not have any immediate plan to dispose off these investments.

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

Movement on impairment of AFS investments


Opening balance 69,020 20,740 69,020 20,740
Charged to profit or loss 42,296 48,280 42,296 48,280
Impairment reversal - - - -
111,316 69,020 111,316 69,020

25. Biological assets


Group Livestock (a) Oil palm (b) Cassava (c) Sugar (d) Total
N’000 N’000 N’000 N’000 N’000
Balance at April 01, 2015 26,138 32,372 328,662 70,418 457,590
Harvested during the year (13,520) - (18,324) - (31,844)
Fair value changes 49,534 (22,490) (91,575) 219,450 154,919
Write- off- - - (46,032) - (46,032)

Balance at March 31, 2016 62,152 9,882 172,731 289,868 534,633

Balance at April 01, 2016 62,152 9,882 172,731 289,868 534,633


Harvested during the year (24,322) (373,813) (58,733) (217,477) (674,345)
Fair value changes 14,945 370,110 91,170 251,098 727,323

Balance at March 31, 2017 52,775 6,179 205,168 323,489 587,611

091
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

25. Biological assets (continued)


31-Mar-17 31-Mar-16
N '000 N '000
` Analysed into:
Current 558,480 182,613
Non-current 29,131 352,020
587,611 534,633

a Livestock relates to poultry used for poultry eggs production at Best Chickens Limited and are stated at fair value less
estimated point-of-sale costs, with any resultant gain or loss recognized in the profit or loss. Point-of-sale costs
include all costs that will be necessary to sell the assets. The fair value of livestock is determined based on valuations
using the market prices of livestock of similar age, breed and generic merit.
b Oil palm refers to growing fresh fruit bunches at Agri Palm Limited and are stated at fair value less cost-to-sell with
any resultant gain or loss recognized in profit or loss. Selling costs include all costs that would be necessary to sell the
fresh fruit bunches (including cost of harvest). The fair value is determined based on valuations using the market
prices of fresh fruit bunches of similar weight and quality.
c Cassava is cultivated at Agro Allied Syrups Limited and Kaboji Farms Limited and the harvested cassava tubers are
used for starch extraction and production of high quality cassava flour. They are stated at fair value less estimated
cost-to-sell. Cost-to-sell include costs that would be necessary to sell the cassava tubers (including the cost of
harvest). Fair value is determined based on valuation using market prices of cassava tubers of similar weight and
quality.
d Growing sugarcane refers to sugarcane plants at the plantation owned by Sunti Golden Sugar Estates Limited. The
plantation is currently in developmental stage and the harvested sugarcane are re-planted until such a time when the
plantation reaches optimum maturity to enable the production of sugar cane to be used for the extraction of
premium raw sugar. The sugarcane plants are currently being stated at cost as it is currently impracticable to
determine the fair value at this stage of maturity.

Methods and assumptions used in determining fair value


Fair value is determined using market-based evidence by appraisal. Valuation of biological assets is carried out at
sufficient regularity to identify any material movement and any material differences are adjusted accordingly to ensure
that the carrying value of the assets does not differ materially from the fair values determined as at the reporting date. The
Company is involved in cultivation of oil palm fruits, sugarcane, cassava and poultry farming.

Measurement of fair values

Fair value hierarchy


The fair value hierarchy for the palm and cassava have been categorised as Level 3 fair values based on the inputs to the
valuation techniques used. The fair value measurements of livestock have been categorised as Level 2 fair values based on
observable market sales data.

092
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

25. Biological assets (continued)

The following table shows the valuation techniques used in measuring fair values as well as the valuation variables used:

Type Valuation techniques Valuation variables Inter-relationship between key


valuation variables and fair
value measurement

Oil palm Market comparism technique: Estimated plantation size 4,342 The estimated fair value would
The fair values are based on hectares (2016: 4,342) increase/(decrease) if:

market price of palm fruit Estimated market price per bunch - a. The estimated price per fresh fruit
bunches of similar age, weight N563 (2016: N250) bunch were higher/(lower).
and market value. Estimated number of trees - .343,903 . b. If the estimated harvest were
(2016: 308,278) higher/ (lower).

Estimated yield per tree -2 bunches per c. If the estimated yield per hectare
year (2016: 2). were higher/(lower).

Estimated cost-to-sell per bunch - N60 d. If the estimated transport cost


(2016: N120) were lower/(higher)

Lifestock Market comparism technique: The Estimated number of birds as at 2017; . The estimated fair value would
fair values are based on market 60,968 (2016: 64,210). Average age increase/(decrease) if:
a. The estimated price per birds were
price of livestock of similar age, ranges from 18 weeks and over 85
higher/(lower)
weight and breed. weeks). Average price per bird is N900
(2016: N1,000). b. The estimated number of birds
were higher/ (lower)

Cassava Market comparism technique: The There was no hectares of cultivated land The estimated fair value would
fair values are based on market in the year (2016: 42,100 hectares). Also increase/(decrease) if:
price of cassava tubers of similar the estimated yield per hectare was Nil a. The estimated price per tonne
age, weight and yield. tonnes (2016:10 tonnes). were higher/ (lower)

Estimated market price N8,372 per b. If the estimated yield per hectare
metric tonne (2016: N6,121 per metric were higher/(lower)
tonne).

Sugarcane Cost: Actual cost includes cost of land Estimated price per metric tonne - The estimated fair value would
preparation, planting young sugar N10,710. increase/ decrease if:
cane stems, pesticides and any other
Estimated yield per hectre 45.5 tonnes. (a) Price per metric tonne were
cost directly attributable to the sugar
higher/ (lower)
cane plantation. The total planted area as at year end
was 1,371 hectres. (b) Estimated yield per hectre were
higher/ (lower).

Risk management strategy related to agricultural activities

The Group is exposed to the following risks relating to its biological assets:

a Regulatory and environmental risks

The Group is subject to laws and regulations in the states in which it operates. The Group has established environmental policies
and procedures aimed at compliance with local environmental and other laws.

093
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

25. Biological assets (continued)

b Supply, demand and yield risks

The Group is exposed to risks arising from fluctuatioins in the prices of birds and seedlings for cultivation as well as yield volumes.
When possible, the Group manages these risks by aligning its harvest volume to market supply and demand. Management
performs regular industry trend analyses for projected harvest volumes and pricing. The Group manages yield volume risks by
employing latest technology and sourcing for optimally viable seedlings.

c Climate, disease and other risks

The Group’s biological assets are exposed to the risks of damage from climatic conditions, diseases, forest fires and other natural
forces. The Group has processes in place aimed at monitoring and mitigating those risks, including insurance, regular health
inspections, poultry vaccinations, use of environmentally friendly pesticides for the crops and leveraging on industry pest and
disease surveys as well as other agricultural best practices.

26. Long term receivables

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

Thai Farm International Limited - - 433,303 361,501


Agri Palm Limited - - 556,851 1,157,496
Golden Penny Rice Limited - - 1,966,692 984,629
ROM Oil Mills Limited - - 10,450,576 47,966
Port Harcourt Flour Mills Limited 975,578 - - -
Sunti Golden Sugar Estate - - 5,013,489 -
Northern Nigerian Flour Mills Plc - - 2,418,106 -
Golden Agri Inputs - - 2,183,509 -
Premier Feeds Mills Limited - - 2,030,527 -
Receivable from ABCML 13,444 - - -
989,022 - 25,053,053 2,551,592

Credit quality on long term receivables

The Company and the group are faced with the risk that there might be a shortfall in the repayment of these receivables. To
mitigate this risk, the Company ensures that proper agreements are put in place as well as ensuring that the business
activities of these Companies are monitored closely on a monthly basis and interests are charged based on Commercial Bank
rate. The tenor of the loans ranges from 6 to 7 years and the loans are unsecured.

Movement in Long term loan receivable

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

Opening balance - 3,904,188 2,551,592 4,618,008


Reclassications/additions 989,022 - 25,666,126 2,506,133
989,022 3,904,188 28,217,718 7,124,141
Repayments in the year - (3,904,188) (3,164,665) (4,572,549)

Closing balance 989,022 - 25,053,053 2,551,592

094
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

27. Derivative financial instruments

The following information relates to derivative financial instruments arising from outstanding foreign exchange forwards and
futures contracts as at year end:

Group

March 31, 2017 March 31, 2016


Assets Liabilities Assets Liabilities
N’000 N’000 N’000 N’000
Foreign exchange forward contracts 13,712 (3,492,739) - -
Foreign exchange futures contracts 741,804 - -
-
755,516 (3,492,739) - -

Company

2017 2016
Assets Liabilities Assets Liabilities
N’000 N’000 N’000 N’000
Foreign exchange forward contracts - (2,969,054) - -
Foreign exchange futures contracts 387,814 - - -
387,814 (2,969,054) - -

The full fair value of a derivative is classified as a non-current asset or liability if the remaining maturity of the derivative is
more than 12 months and, as a current asset or liability, if the maturity of derivative is less than 12 months.

The fair value of the futures and forward contracts have been determined using market-related inputs as follows:
Exchange rate of N311/ USD (average rate for all outstanding contract at year end)
Discount rate of 17.84% determined based on the NIBOR and LIBOR rates.

There are no significant unobservable inputs, thus the valuation is categorised as level 2 in the fair value hierarchy.

Holding all other variables constant, a change by 100 basis point in the NIBOR and LIBOR rates will resulting in the following
variations in the derivative assets and liabilities;

Group N’000 N’000


Base derivative liability/asset (3,479,026) 741,804
Figures in thousands of Naira
Derivative Derivative
forward net liability futures net
asset
100 basis point increase in NIBOR Rates (3,462,318) 741,024
100 basis point increase in USD LIBOR Rates (3,491,317) 741,804
100 basis point decrease in NIBOR Rates (3,495,779) 742,585
100 basis point decrease in USD LIBOR Rates 3,466,698 741,804

Company
Base derivative liability/asset (2,969,054) 387,814
Figures in thousands of Naira

100 basis point increase in NIBOR Rates (2,957,491) 387,538


100 basis point increase in USD LIBOR Rates (2,977,292) 387,814
100 basis point decrease in NIBOR Rates (2,980,646) 388,091
100 basis point decrease in USD LIBOR Rates (2,960,791) 387,814

095
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

28. Inventories

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000
Raw and packaging materials 85,805,895 37,209,730 49,020,649 23,063,622
Work in progress 1,799,258 1,309,493 1,755,701 1,106,061
Finished goods 15,817,193 4,795,026 5,003,375 2,400,643
Consumable stores and maintenance spares 15,674,466 15,915,723 9,215,066 11,106,456
119,096,812 59,229,972 64,994,791 37,676,782
Write-downs (1,800,650) (531,204) (1,397,120) (419,099)
117,296,162 58,698,768 63,597,671 37,257,683

The cost of inventories recognised as an expense during the year in the Group was N531 billion (2016: N264 billion), while
in the Company it was N419 billion (March 31, 2016: N198 billion)

Inventory write down during the period for the Group was N1.80 billion (2016: N531 million), Company N1.40 billion
(2016: N419 million).

29. Trade and other receivables

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000
Trade receivables 17,664,260 14,292,489 7,812,156 7,560,078
Allowance for doubtful trade receivables (1,632,172) (1,557,556) (1,462,855) (1,476,933)
16,032,088 12,734,933 6,349,301 6,083,145
Staff debtors 612,049 331,818 488,666 250,909
Amount due from related parties - - 70,694,757 58,691,414
Short term loan receivable (a) 1,912,272 - 1,912,272 -
Sundry debtors 2,846,723 5,899,417 1,378,659 1,478,771
21,403,132 18,966,168 80,823,655 66,504,239

Trade and other receivables

(a) Short- term loan receivables represents a loan of N4.3 billion to a third party at an interest rate of 3 months NIBOR plus
1.5%. The loan is repayable quarterly and is expected to be fully repaid by 30 June, 2017.

The average credit period on sale of goods is 30 days. The Group has recognised an allowance for doubtful debts of 100%
against all receivables over 365 days because historical experience has been that receivables that are past due beyond 365
days are not recoverable. Allowances for doubtful debts are recognised against trade receivables between 30 and 365
days based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty
and an analysis of the counterparty’s current financial position and credit analysis.

Before accepting a new customer the Group initially trades with the customer on cash basis to assess the customer’s
ability and also determine the customer’s transaction volumes. This enables a reasonable credit limit to be set. Once these
are determined the customer is then allowed to apply for a credit facility from the company through a rigorous process
with several levels of approval. Also certain categories of credit customers provide bank guarantees before being
accepted as credit customers of the Group.

Credit sales form a small portion of overall sales. The concentration of credit risk is limited due to this fact and the large
and unrelated customer base. The Group has pledged no trade receivables during the year.

096
Notes to the Annual Report
for the year ended 31 March 2017

29. Trade and other receivables (continued)


Trade receivables neither past due nor impaired
Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

0 - 30 days 5,433,532 6,115,151 1,662,007 2,222,543

Trade receivables past due but not impaired

The ageing of amounts past due but not impaired is as follows:

31-60 days 6,182,491 4,501,452 2,734,255 2,468,849


61-180 days 2,649,639 1,988,604 1,171,823 685,847
181-365 1,766,426 129,726 781,216 705,906
10,598,556 6,619,782 4,687,294 3,860,602
16,032,088 12,734,933 6,349,301 6,083,145

Trade receivables impaired

Past due and impaired 1,632,172 1,557,556 1,462,855 1,476,993

Movement in the allowance for doubtful receivables

Opening balance 1,557,556 1,407,240 1,476,933 1,354,803


Amount written off during the year (26) (211) (26) (211)
Amounts recovered during the year (75,023) (18,238) (87,977) (18,298)
Increase in allowance recognised in profit or loss 149,665 168,765 73,925 140,639
1,632,172 1,557,556 1,462,855 1,476,933

In determining the recoverability of trade receivables, the Group and Company consider any change in the credit quality of the trade
receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited because of the
customer base being large and unrelated and large credit risks are covered by bank guarantees. Accordingly, the Directors believe that
there is no further credit allowance required in excess of the allowance for doubtful debts already made.

The creation and release of provision for impaired receivables have been included in operating expenses in the statement of profit or loss
and other comprehensive income. Amounts charged to the allowance account are generally written off when there is no expectation of
recovering additional cash.

The group does not hold any collateral as security other than bank guarantees from certain customers.

097
Notes to the Annual Report
for the year ended 31 March 2017

30. Prepayments

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

Deposit for imports (Letters of credit) 26,247,241 9,097,476 26,247,241 9,097,476


Deposit for FX relating to forward and futures contracts 30,679,360 - 20,815,339 -
Advance Payment to Suppliers 7,831,005 1,175,675 1,103,414 747,868
Prepaid rent on operating premises 1,679,252 1,703,939 1,604,444 1,703,939
Prepaid expenses 5,093,867 3,352,099 4,069,931 2,334,624

71,530,725 15,329,189 53,840,369 13,883,907

Analysed into:
Current 69,851,473 13,625,250 52,235,925 12,179,968
Non-current 1,679,252 1,703,939 1,604,444 1,703,939
71,530,725 15,329,189 53,840,369 13,883,907

30.1 Operating lease

Commitment for future rentals on Operating lease

The property to which the operating lease relates is the land at 311 Apapa Road, Apapa, Lagos State which has been leased from
Railway Property Management Company Limited. The property was inherited from Brossette Nigeria Limited on the acquisition of
Quilvest Properties Limited in June 2012 with a residual lease period of 11 years. Quilvest merged with the Company in 2016. The
lease term was extended to a period of 21 years with effect from 1 January 2014. In addition to the lump sum prepaid on the leased
asset, the lease contract stipulates annual rent of N6.25 million over the lease period.

The commitment for the future rentals for Group and Company is analysed below

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000
Minimum annual rent
within one year 6,250 6,250 6,250 6,250
- in second to fifth year inclusive 25,000 25,000 25,000 25,000
- later than five years 81,250 87,500 81,250 87,500
112,500 118,750 112,500 118,750
31. Cash and cash equivalents
Cash and cash equivalents consist of:
Cash on hand 594,325 284,569 569,165 270,514
Bank balances 44,424,178 32,928,474 28,260,326 21,400,665

Cash and cash equivalents per statement of financial position 45,018,503 33,213,043 28,829,491 21,671,179
Bank overdraft (Note 43) (49,023,812) (16,412,986) (34,349,436) (6,657,427)

Cash and cash equivalents per statement of cash flows (4,005,309) 16,800,057 (5,519,945) 15,013,752

Cash and cash equivalents comprise cash and bank balances, net of outstanding bank overdrafts. The carrying amount of these assets
approximate their fair values. See note 43 for additional information on exposure to credit and currency risk.

098
Notes to the Annual Report
for the year ended 31 March 2017

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

32. Cash (used in) generated from operations

Profit (loss) for the year 8,836,452 14,420,284 9,829,046 10,425,786


Adjustments for:
Depreciation of property, plant and equipment 18 15,544,224 14,570,040 8,395,254 7,818,723
Amortisation of intangible assets 20 155,310 99,717 139,298 51,035
Depreciation of investment property 19 103,747 22,331 1,567 22,332
Dividends received 13 - - - (25,527)
Interest income 13 (1,562,304) (1,103,475) (3,230,407) (982,569)
Finance costs 14 32,529,354 22,397,762 22,199,739 13,011,811
Reversal of impairment loss on property, plant and 18 (1,468,381) 3,955,217 (1,581,368) 2,698,850
equipment
Write-off of property, plant and equipment 18 1,915,278 - 28,064 -
(Gain)/Loss on disposal of PPE 8 (77,823) 217,493 (50,617) 98,853
Write-off of biological asset - 46,032 - -
Changes in biological assets 8 (727,323) (154,919) - -
Net loss on foreign exchange transactions 8 5,742,096 6,296,099 6,653,268 4,007,717
Derivative gain on forwards and futures 27 (755,516) - (387,814) -
Provisions for Long Service award 36 77,360 319,153 62,037 296,860
Provisions for retirement benefit 35 981,344 830,480 813,893 655,331
Income tax charge/(credit) 15 1,636,395 (2,931,006) 1,150,533 (4,177,289)
Profit from sales of associate 12 - (23,731,422) - (13,952,039)
62,930,213 35,253,786 44,022,493 19,949,874
Changes in working capital:
Change in inventories (58,597,394) 9,727,235 (26,339,988) 11,978,358
Change in trade and other receivables (3,425,986) (1,892,930) (14,319,416) 7,565,048
Change in prepayments (56,201,536) (5,576,606) (39,956,462) (5,088,124)
Change in trade and other payables 44,150,256 15,838,704 26,755,451 (14,156,211)
Changes in deferred income 2,537,381 (484,721) (287,346) (251,791)
Changes in long term receivables - - 1,311,954 3,904,188
Changes in customer deposits 1,423,233 2,977,940 931,927 2,061,882
(7,183,833) 55,843,408 (7,881,387) 25,963,224

33. Share capital and share premium

Authorised
4,000,000,000 Ordinary shares of 50 kobo each 2,000,000 2,000,000 2,000,000 2,000,000

Issued and fully paid:


At the beginning of the year
2,624,253,188 (2016: 2,624,253,188) ordinary shares of 50 1,312,126 1,312,126 1,312,126 1,312,126
kobo each
At the end of the year
2,624,253,188 Ordinary Shares of 50Kobo each 1,312,126 1,312,126 1,312,126 1,312,126

Share premium
Share premium * 36,812,540 36,812,540 36,812,540 36,812,540

099
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

34. Borrowings

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

Unsecured borrowings at amortised cost


Bank of Industry Loan - CBN intervention fund (Note a) 36,641,687 41,473,602 4,716,646 7,732,671
Commercial Agricultural Credit Scheme-Agricultural 11,869,917 10,111,596 - -
loans (Note b)
RSSF-Real Sector Support Facility (c) 2,877,551 - - -
Other Term Loans (Note e,f) 131,545,710 92,608,532 107,391,128 65,875,814
Intra Group Loan (d) - - 5,039,247 -
182,934,865 144,193,730 117,147,021 73,608,485

Secured Borrowings at amortised cost


Term loan 1 (g) 8,000,000 3,000,000 - -
Term loan 2 (h) 1,646,445 1,646,445 1,646,445 1,646,445
192,581,310 148,840,175 118,793,466 75,254,930

Analysed into
Current 141,702,267 100,830,460 111,429,573 67,045,775
Non-current 50,879,043 48,009,715 7,363,893 8,209,155
192,581,310 148,840,175 118,793,466 75,254,930

Bank loan movement


Opening balance 148,840,175 109,500,136 75,254,930 28,494,301
Additions 176,925,100 136,860,256 113,195,929 69,968,981
Arising from merger - - - 12,746,184
Repayment (133,183,965) (97,520,217) (69,657,393) (35,954,536)

Closing balance 192,581,310 148,840,175 118,793,466 75,254,930

Details of Borrowings

a Flour Mills of Nigeria Plc obtained funds from the CBN/BOI Power and Aviation Intervention Fund and Manufacturing
Intervention Fund in different tranches, with tenures of 6 to 10 years. Principal repayment commenced in September
2011. Principal and interest are repaid quarterly in arrears. The facilities have fixed interest rates between 7% and 10% per
annum. The loans were granted to finance or refinance the construction of the group’s power plants and expansion of
existing manufacturing plants.

b N11.8 billion (2016: 10.112 billion) outstanding in Central Bank of Nigeria-Commercial Agricultural Credit Scheme - loans were
obtained by some subsidiaries at 9% interest rate per annum. The moratorium periods for these loans are between 18 months
and 24 months. Loan tenures ranged between 6 and 7 years. Principal and interest are also payable quarterly in arrears.

c The Central Bank of Nigeria, as part of the efforts to unlock the potential of the real sector to engender output growth, value
added productivity and job creation established a N300 billion Real Sector Support Facility (RSSF). Flour Mills of Nigeria Plc
obtained funds from this facility at 9%, with quarterly repayment of principal and interest.

Loans obtained under (a), (b) and (c) were obtained at below market interest rate and were hence recorded at their fair
value at inception using the appropriate market rate at date of draw down. Due to the nature of the lending and the providers, the
benefit of the below market rate has been treated as government grants and included in deferred revenue (Note 37).

d This loan relates to the borrowings provided by other subsidiaries in the Flour Mills group to Flour Mills of Nigeria Plc. These
are NEFM and ABTL. The relevant interest rate is the prevailing interest rate on short term loans provided by commercial banks.
During the year, this ranged from 13%-25%.

100
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

34. Borrowings (continued)


e Other terms loans (unsecured) were obtained by the group from various commercial banks in Nigeria and non-interest
bearing short term loan of $22 million from the major shareholder, Excelsior Shipping Company Limited. The facilities
are used to finance the importation of raw materials. The interest bearing facilities were granted at average interest
rates of 5% with tenures of less than one year.

f The balance of the other bank loans with tenors ranging from 90 days to 5 years are repayable by instalments at various
dates between 2014 and 2022 with interest rate varying between 13% to 15%.

g Term loan 1: This loan relates to amount of $20 million obtained in prior periods by a subsidiary company to finance the
construction of residential tower. The loan has a tenor of 5 years and is currently under a moratorium period for
principal and interest repayment. The loan is secured by legal mortgage on the residential complex . The loan is priced
at 12.5% interest per annum.

h Term loan 2: Credit facility amounting to N3 billion was obtained in 2013 to finance the construction of the office
complex at Golden Penny Place, Wharf Road. Apapa. The tenor of the loan is 7 years with 18 months moratorium on
principal. Effective interest rate was 16.57%. Interest is paid quarterly. The loan is secured by legal mortgage on the
office complex.

35. Retirement benefit obligation


The employees of the Group are members of a government approved Pension scheme (Pension reform act, 2014) which is
managed by several private sector service providers. The Group is required to contribute a specified percentage of payroll
costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the
retirement benefit plan is to make the specified contributions.

The Group also operates unfunded defined benefit plans for qualifying employees of the Group. Under the plans, the
employees are entitled to retirement benefits on attainment of a retirement age ranging from 50 to 60 years.

The most recent actuarial valuations of the present value of the defined benefit obligation were carried out at March 31,
2017 by HR Nigeria Limited (FRC resgistration number: FRC/2012/00000000738). The present value of the defined benefit
obligation, and the related current service cost, were measured using the Projected Unit Credit Method.

Carrying value
The amount included in the statement of financial position arising from the Group’s obligations in respect of its defined
benefit retirement benefit schemes is as follows:

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000
Present value of the defined benefit obligation-wholly (3,676,418) (4,077,811) (3,084,875) (3,454,172)
unfunded

Movements for the year


Movements in the present value of defined benefit obligations were as follows:

At beginning of the year 4,077,811 3,245,308 3,454,172 2,552,715


Transfer due to merger - - - 55,545
Benefits paid during the year (229,726) (662,227) (203,909) (389,251)
Net expense recognised in profit or loss and other (171,667) 1,494,730 (165,388) 1,235,163
comprehensive income
At end of the year 3,676,418 4,077,811 3,084,875 3,454,172

101
Notes to the Annual Report
for the year ended 31 March 2017

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

35. Retirement benefit obligation (continued)

Net expense recognised in profit or loss and other comprehensive income


Current service cost 462,967 475,836 372,355 388,823
Interest cost 518,056 529,675 441,538 376,594
Curtailment 321 (175,031) - (110,086)
Recognised in profit or loss 981,344 830,480 813,893 655,331
Actuarial (gains)/losses recognised in other comprehensive (1,153,011) 664,250 (979,281) 579,832
income
(171,667) 1,494,730 (165,388) 1,235,163

Actuarial gains and losses due to:


Change in economic assumptions (1,137,491) 954,856 (940,143) 819,621
Change in demographic assumptions (15,520) (290,606) (39,138) (239,789)
(1,153,011) 664,250 (979,281) 579,832

The cumulative amount of actuarial (gains)/loss recognised in other comprehensive income is shown in Note .

Key financial assumptions used

The principal assumptions for the purpose of the actuarial valuations were as follows:
Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000
interest credit 6.50 % 6.50 % 6.50 % 6.50 %
Discount rates used 16.00 % 13.00 % 16.00 % 13.00 %
Average rate on inflation 12.00 % 9.00 % 12.00 % 9.00 %
Expected increase in salaries 12.00 % 12.00 % 12.00 % 12.00 %
Average duration of the plan (years) 11.20 11.20 11.41 11.41

Demographic assumption

Mortality in service

The rates of mortality assumed for employees are the rates published in the A67/70 Ultimate Tables, published jointly by the Institute and
Faculty of Actuaries in the UK due to unavailability of published reliable demographic data in Nigeria.

Number of
deaths in year Withdrawal Withdrawal
out of 10,000 from Service from Service
Sample age lives (Age band) (Rate)
25 7 </=30 2.5 %
30 7 31 - 39 1.5 %
35 9 40 - 44 1.0 %
40 14 45 - 50 0.0 %

102
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

35. Retirement benefit obligation (continued)


Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefits obligation by the amount shown below:

Group

Base N ‘000
3,676,418
Discount rate +1% 3,356,110
-1% 4,043,918
Salary increase +1% 3,862,218
-1% 3,509,421
12 months deposit rate (Central Bank of Nigeria) +1% 369,932
-1% 315,047
Mortality experience Age rated down by 1 year 3,674,990
Age rated up by 1 year 3,677,414
Company

Base N ‘000
3,084,875
Discount rate +1% 2,814,699
-1% 3,395,760
Salary increase +1% 3,236,854
-1% 2,948,909
12 months deposit rate (Central Bank of Nigeria) +1% 369,932
-1% 315,047
Mortality experience Age rated down by 1 year 3,083,275
Age rated up by 1 year 3,086,847
36. Long service award

Long term service award is granted at first to employees that have spent a minimum of ten years in service and for every
multiple five years the employee remains in service. Payments to employees are both in cash and in kind.

Carrying value

The amount included in the statement of financial position arising from the Group’s obligations in respect of its long
service awards is as follows:

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

Long service awards 1,568,859 1,593,819 1,403,388 1,426,602

The movement in the account during the year was as follows:

103
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

36. Long service award (continued)

At the begining of the year 1,593,819 1,340,140 1,426,602 1,142,397


Transfer from merger (3,146) - 2,797 39,986
Transfer from other group companies - - - 4,127
Net expense recognised in profit or loss 77,360 319,153 62,037 296,860
Benefits paid (99,174) (65,474) (88,048) (56,768)

At the end of the year 1,568,859 1,593,819 1,403,388 1,426,602

Net expense recognised in profit or loss


Service cost 206,092 191,937 183,038 166,420
Interest cost 200,636 193,449 180,277 170,240
Actuarial (gains)/ losses (329,368) (66,233) (301,278) (39,800)
77,360 319,153 62,037 296,860

The actuarial gains and losses on long service awards are


analyzed as follows:
Change in economic assumptions (312,258) 168,535 (281,040) 151,106
Change in demographic assumptions (17,110) (234,768) (20,238) (190,906)

At 31 December (329,368) (66,233) (301,278) (39,800)

The principal assumptions used for the purpose of the actuarial valuations were as follows:
Group
Valuation at
31-Mar-17 31-Mar-16
% %
Discount rate 16 13
Expected rate(s) of salary increases 12 12
Average rate on inflation (p.a.) 12 10
Benefit inflation rate 6 5
Average duration of the plan (years) 7.18 7.18

Company

Valuation at
31-Mar-17 31-Mar-16
% %
Discount rate 16 13
Expected rate(s) of salary increases 12 12
Average rate on inflation (p.a.) 12 10
Benefit inflation rate 6 5
Average duration of the plan (years) 7.44 7.44

104
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

36. Long service award (continued)

Demographic assumptions

Mortality in service
The rates of mortality assumed for employees are the rates published in the A67/70 Ultimate Tables, published
jointly by the Institute and Faculty of Actuaries in the UK due to unavailability of published reliable demographic
data in Nigeria.

Number of
deaths in year
out of 10,000 Withdrawal from
Sample age lives Age band service
25 7 </= 30 2.5%
30 7 31 - 39 1.5%
35 9 40 - 44 1.0%
40 14 45 - 50 0.0%
45 26

Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the long service awards obligation to the amount shown below.

Group N ‘000
Base 1,568,859
Discount rate 1,480,114
-1% 1,666,720
Salary increase 1,666,257
-1% 1,479,500
Inflation increase 1,573,962
-1% 1,563,188
Mortality experience Age rated down by 1 year 1,563,270
Age rated up by 1 year 1,573,112

Company N ‘000
Base 1,403,388
Discount rate 1,323,587
-1% 1,491,325
Salary increase 1,490,617
-1% 1,323,301
Inflation increase 1,408,068
-1% 1,398,124
Mortality experience Age rated down by 1 year 1,398,353
Age rated up by 1 year 1,407,143

105
Notes to the Annual Report
for the year ended 31 March 2017

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000
37. Deferred income

At 1 April, 8,169,990 8,654,711 1,157,436 1,352,240


Additions 3,423,337 459,167 - 23,583
Release of deferred income from government grant (885,956) (943,888) (287,346) (218,387)

At 31 March 10,707,371 8,169,990 870,090 1,157,436

Non-current liabilities 8,618,213 7,093,966 648,432 900,749


Current liabilities 2,089,158 1,076,024 221,658 256,687
10,707,371 8,169,990 870,090 1,157,436

The deferred income arises as a result of the benefit received from below-market-interest rate government assisted loans
(BOI, CACS and RSSF loans) granted to date. The income is recognised in profit or loss over the tenor of the loan.

38. Trade and other payables

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

Trade payables 82,735,408 38,494,348 48,765,271 22,355,911


Value Added Tax (VAT) 2,383,843 2,629,543 1,132,602 1,381,900
Due to related parties (Note 41) - - 2,087,414 2,093,814
Witholding tax payable 297,789 512,984 245,287 135,984
Accruals 6,707,617 6,512,683 2,226,319 2,092,251
Sundry creditors 2,442,513 2,267,356 1,344,619 986,201
94,567,170 50,416,914 55,801,512 29,046,061

The average credit period on purchases is 28 days. No interest is charged on trade payables. The Group and Company have
financial risk management policies in place to ensure that all payables are paid within a reasonable time of the credit frame.

The Group’s major supplier accounts for over 70% of the inventory purchases and the Group does not default in the
payment to the supplier.

39. Dividend payable

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

At 1 April 1,936,869 120,307 1,936,869 120,307


Declared during the year 2,624,253 5,538,872 2,624,253 5,510,932
Payment during the year (2,971,314) (3,688,887) (2,971,314) (3,660,947)
Unclaimed dividends transferred to reserves (22,411) (33,423) (22,411) (33,423)
Unclaimed dividends returned to FMN 464,701 - 464,701 -
At 31 March 2,032,098 1,936,869 2,032,098 1,936,869

106
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

39. Dividend payable (continued)


As at 31 March, 2017 N 291.9 million of the total dividend was held with the Company Registrar, Atlas Registrar Limited (formerly
FMN Registrar Limited). Unclaimed dividends returned to FMN of N464.7 million represents dividends which remained unclaimed
for a period of 15 months and above which have been returned to the Company by the Registrars and are held in a separate
interest yielding Bank account.

Unclaimed dividends transferred to retained earnings represent dividends which have remained unclaimed for over twelve (12)
years and are therefore no longer recoverable or actionable by the shareholders in accordance with section 385 of the Companies
and Allied Matters Act, Cap. C20, Laws of the Federal Republic of Nigeria, 2004.

Recognised dividends per share during the year amounted to 1.00 Naira per share (2016: 2.10 Naira per share).

40. Customer deposits

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000

Advance payments by customers for products 12,453,166 11,029,933 10,058,636 9,126,709

41. Related parties transactions


Name of related party Nature of relationship Nature of transaction
Apapa Bulk Terminal Limited Subsidiary Cargo handling services to the Company
Golden Shipping Company Nigeria Limited Subsidiary Custom clearing and forwarding services for the
Company
Golden Sugar Company Limited Subsidiary Purchase of packaging materials from the Company
Northern Nigeria Flour Mills Plc Subsidiary Purchase of wheat grain from the Company
Kaboji Farms Limited Subsidiary Purchase of fertilizer from the Company
Premier Feed Mills Company Limited Subsidiary Purchase of packaging materials from the Company
Nigerian Eagles Flour Mills Limited Subsidiary Purchase of packaging materials from the Company
Golden Penny Rice Limited Subsidiary Purchase of packaging materials from the Company
Crestview Towers Limited Subsidiary Sold residential apartments to the Company
Olympic Towers Limited Subsidiary Rental of residential apartments to the Company
Agri Palm Limited Subsidiary Purchase of fertilizer from the Company
Agri Estates Limited Subsidiary Purchase of fertilizers from the Company
Agro Allied Farms Sunti Limited Subsidiary Purchase of fertilizers from the Company
Agro Allied Syrups Limited Subsidiary Purchase of fertilizers from the Company
ROM Oil Mills Limited Subsidiary Sale of edible oil to the Company
Thai Farm International Limited Subsidiary Purchase of packaging materials from the Company
Best Chickens Limited Subsidiary Provision of business support services
Sunti Golden Sugar Estates Limited Sub- subsidiary Purchase of fertilizers from the Company
Golden Agri Inputs Limited Subsidiary Provision of business support services
Eastern Premier Feeds Limited Sub- subsidiary Purchase of raw and packaging for the company

107
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

41. Related parties transactions (continued)

Related party balances

Amounts due from subsidiary companies


Golden Shipping Company Nigeria Limited - - 2,386,218 -
Apapa Bulk Terminal Limited - - 923 63
Agri Estates Limited - - 165,229 155,350
Golden Sugar Company Limited - - 30,675,526 38,575,913
Kaboji Farms Limited - - 3,938,226 3,027,379
Nigerian Eagle Flour Mills Limited - - 464,876 94,954
Premier Feed Mills Company Limited - - 4,537,204 1,653,653
Northern Nigeria Flour Mills Plc - - 39,352 17,478
Thai Farm International Limited - - 414,237 91,816
Olympic Towers Limited - - 1,398,606 416,869
ROM Oil Mills Limited - - 2,460,211 3,801,477
Agri Palm Limited - - 1,788,260 1,237,685
Agro Allied Syrups Limited - - 1,881,881 1,526,377
Agro Allied Farms Sunti Limited - - 501,976 473,543
Best Chickens Limited - - 4,843 6,022
Sunti Golden Sugar Estate Limited - - 16,548,404 7,530,371
Golden Agri Inputs - - 929,266 34,099
Golden Penny Rice Limited - - 112,574 48,365
Eastern Premier Feed Mills Company Limited - - 2,445,631 -
Premier Poultry Company Limited - - 710 -
Agro Allied Terminals Limited - - 604 -
- - 70,694,757 58,691,414

Total amount due from related parties (Note 29) - - 70,694,757 58,691,414

Amount due to subsidiary companies


Thai Farms International Limited - - - 13,199
ROM Oil Mills Limited - - 113,702 46,979
Apapa Bulk Terminal Limited - - 1,685,877 1,778,755
Premier Feeds Mills Company Limited - - - 1,148
Crestview Tower Limited - - 9,907 103,737
Golden Shipping Company Nigeria Limited - - 23,202 90,532
Northern Nigerian Flour Mills Plc - - 254,726 41,241
Golden Sugar Company - - - 18,223
Total amount due to related parties (Note38) - - 2,087,414 2,093,814

Loans to related parties (Note 27) - - 25,053,053 2,551,592

108
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000
41. Related parties transactions (continued)

The following transactions were carried out with related parties during the year:
Purchase of goods and services
Golden Penny Rice Limited - 1,670,900
Golden Shipping Company Nigeria Limited 176,172 142,585
ROM Oil Mills Limited 3,008,733 1,938,580
Thai Farm International Limited 52,091 240,109
Apapa Bulk Terminal Limited 6,106,264 4,025,816
Golden Sugar Company Limited 8,972,548 4,767,749
Nigerian Eagle Flour Mills Limited 10,027,714 9,923,846
Crestview Tower Limited - 27,338
Atlas Registrar Limited (formerly FMN Registrar) - 80,616
Olympic Towers Limited 48,768 7,466
Northern Nigeria Flour Mills Plc 404,530 375,742
28,796,820 23,200,747

Sale of goods
Golden Agric Input Limited 925,726 -
Crestview Tower Limited - 1,166
Olympic Tower Limited - 44,793
Golden Penny Rice Limited - 8,712
Atlas Registrar Limited (formerly FMN Registrar Limited) - 2,715
Eastern Premier Feeds Limited 1,358,442 1,141,851
Premier Feed Mills Company Limited 2,506,751 1,438,854
Northern Nigeria Flour Mills Plc 71,403 339,781
Nigerian Eagle Flour Mills Limited 22,978,537 8,752,615
Golden Sugar Company Limited 2,237,466 1,619,851
Kaboji Farms Limited 239,484 291,986
Sunti Golden Sugar Estates 153,159 65,179
Agro Allied Syrups Limited 54,584 14,205
ROM Oil Mills Limited 218,293 97,880
Agri Palm Limited 23,340 327
Thai Farm International Limited 57,060 81,194
Apapa Bulk Terminal Limited 144,000 26,000
30,968,245 13,927,109

Related party transactions disclosed is inclusive of the relevant Value Added Tax applicable on the transactions.

Compensation of key management personnel


Short term benefits 368,375 350,834
Long term benefits (Post- employment benefit) 38,118 36,303
406,493 387,137

The members of the executive management team and all directors are considered to be the key management
personnel of the Group.

The remuneration of directors and key executives is determined by the remuneration committee having regard to the
performance of individuals and market trends.

109
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

Group Company

31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16


N ‘000 N ‘000 N ‘000 N ‘000

Directors

The remuneration paid to Directors was:


Fees 2,200 2,200 2,200 2,200
Salaries and other emoluments 86,468 82,351 86,468 82,351
88,668 84,551 88,668 84,551

Fees and other emoluments disclosed above include amount paid to:
Chairman 2,750 2,750 2,750 2,750
Other directors 85,918 81,801 85,918 81,801
88,668 84,551 88,668 84,551

The number of Directors excluding the Chairman whose emoluments (excluding certain benefits) were within the following
ranges:

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
190,000 - 200,000 12 12 12 12
19,000,001 - 20,000,000 1 2 1 2

13 14 13 14

Highest paid Director received 31,718 31,601 31,718 31,601

Loan to key management personnel

Loan to key management personnel amounted to Nil (2016: N195 Million). The loan was given at no interest and is secured
against accrued retirement benefit.

110
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

42. Categories of financial instruments

Group Company
Carrying amount Carrying amount
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000

Non- derivative financial assets


Loans and receivables (at amortised cost)
Cash and cash equivalents (Note 31) 45,018,503 33,213,043 28,829,491 21,671,179
Trade and other receivables (Note 29) 21,403,132 18,966,168 80,823,655 66,504,239
Loans to related party (Note 26) 989,022 - 25,053,053 2,551,592
Available for sale
Available for sale investments (Note 24) 24,140 45,696 24,140 45,696
Derivative financial assets
Derivative financial assets (Note 27) 755,516 - 387,814 -
68,190,313 52,224,907 135,118,153 90,772,706

Financial liabilities (at amortised cost)


Bank overdraft (Note 31) 49,023,812 16,412,986 34,349,436 6,657,427
Borrowings (Note 34) 192,581,310 148,840,175 118,793,466 75,254,930
Trade and other payables (excluding value added tax and 91,885,538 47,274,387 54,423,623 27,528,177
withholding tax payable) (Note 38)
Derivative financial liabilities
Derivative Liabilities (Note 27) 3,492,739 - 2,969,054 -
336,983,399 212,527,548 210,535,579 109,440,534

43. Financial risk management

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and commodity
price risk), credit risk and liquidity risk. Risk management is carried out by management under policies approved by the board of directors.
Management identifies and evaluates the financial risks in co-operation with the Group’s operating units. The board provides written
principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk,
credit risk and liquidity risk. The Group’s overall risk management program seeks to minimize potential adverse effects on the Company’s
financial performance.

Financial risk management is an integral part of the way the Group is managed. The Board of Directors establishes the Group’s financial
policies and the Group Managing Director establishes objectives in line with these policies. The Chief Financial Officer is then responsible
for setting financial strategies, which are executed by the Centralised Treasury department.

The risk management activities are supervised by the Internal Audit Department and they provide an independent assurance of the risk
framework. The Internal Audit assesses compliance with established controls and recommendations for improvement in processes are
escalated to relevant management, Audit Committee and Board of Directors.

Capital risk management

The Group and Company manage their capital to ensure that it is able to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an efficient capital structure to optimise the cost of capital.

In order to maintain the capital structure, the Group may adjust the amount of dividends paid to shareholders, issue new shares by way of
right-issue or sell investments to reduce debt. The Group monitors capital on the basis of the debt to equity ratio. This ratio is calculated as
net debt divided by total equity. Net debt is calculated as total borrowings (including overdrafts, bonds and other bank loans as shown in
the consolidated statement of financial position) less cash and cash equivalents. Total equity is the equity attributable to owners of Flour
Mills of Nigeria Plc. in the consolidated statement of financial position.

The Group and Company are not subject to any externally imposed capital requirements.

111
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

43. Financial risk management (continued)

Group operates a centralised procurement department in order to take advantage of the benefits of bulk purchase and also the
logistics and transportation of products are handled by the Transport division and this creates more efficiency in delivery and
thereby reducing cost.

The Group’s risk management committee reviews the capital structure of the Group on a semi-annual basis. As part of this review,
the committee considers the cost of capital and the risks associated with each class of capital.

Ratios

The debt: equity ratio at 2017 and 2016 respectively were as follows:

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000

Total borrowings
Debt (Note 34) 192,581,310 148,840,175 118,793,466 75,254,930
Less: Cash and cash equivalents (Note 31) (4,005,309) 16,800,057 (5,519,945) 15,013,752
Net debt 196,586,619 132,040,118 124,313,411 60,241,178
Total equity 98,464,035 92,935,840 108,115,699 100,244,139

Total capital 295,050,654 224,975,958 232,429,110 160,485,317

Debt equity ratio 200 % 142 % 115 % 60 %

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
prices such as interest rate, exchange rates and other prices.

The Group’s activities expose it primarily to financial risks of changes in foreign currency exchange rates, interest rates, equity
prices and commodity prices. Market risks exposures are measured using sensitivity analysis. There has been no change to the
manner in which these risks are managed and measured.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to the changes in
market interest rates. The Group maintains a centralised treasury department and Group borrowing is done in order to obtain
lower interest rates. The Group negotiates long term credit facilities and obtains subsidised loans from the Government in order
to reduce the risk associated with high cost of borrowing. The Group also takes advantage of the Central Bank of Nigeria
intervention funds and grants from the Federal Government at below market rate in order to mitigate this risk.

The Group is exposed to interest rate risk because it borrows funds at both fixed and floating interest rates. The sensitivity
analysis below have been determined based on the exposure to interest rates for borrowings at the end of the reporting period.
For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting
period was outstanding for the whole year. 1000 basis points (BP) increase or decrease are used when reporting NIBOR risk
internally to key management personnel and these represent management’s assessment of the reasonably possible change in
interest rates.

Sensitivity analysis of variable rate instrument

If NIBOR had been 1000 basis points (i.e. 10%) higher/lower and all other variables were held constant, the Group ‘s profit or loss
will be affected as follows:

112
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

43 Financial risk management (continued)

Group Company
Profit/(loss) after tax Profit/(loss) after tax
2017 2016 2017 2016
N’000 N’000 N’000 N’000

If NIBOR is 1000 BP lower:


Borrowings 3,154,755 2,239,776 1,999,661 1,301,181
If NIBOR is 1000 BP higher:
Borrowings (3,154,755) (2,239,776) (1,999,661) (1,301,181)

Interest rate profile and tenor of borrowings


Group

Nominal 3/31/2017 3/31/2016


Currency interest rate Maturity N’000 N’000
Bank overdraft Naira 14%-14.5% On demand 49,023,812 16,412,986
Bank of industry loan- CBN Intervention fund Naira 7%-10% 2017-2025 36,641,687 41,473,602
Commercial Agricultural Credit Scheme loans Naira 9% 2016-2022 11,869,916 10,111,596
Other Term loan 1 Naira 11%-16% 2016-2020 120,392,155 91,354,977
RSSF-Real Sector Support Facility Naira 9% 2017-2027 2,877,553 -
Other term loan 2 Dollar 20,800,000 5,900,000

241,605,123 165,253,161

Company

Nominal 3/31/2017 3/31/2016


Currency interest rate Maturity N’000 N’000
Bank overdraft Naira 14%-14.5% On demand 34,349,436 6,657,427
Bank of industry loan- CBN Intervention fund Naira 7%-10% 2017-2025 4,716,646 7,732,671
Other term loans Naira 11%-16% 2016-2020 109,037,572 67,522,259
Intra group loan Naira 13% - 25% 2016 - 2023 5,039,247 -

153,142,901 81,912,357

Foreign exchange risk

The Group is mainly exposed to fluctuation in the exchange rate of the United States of America Dollar (USD).

The Group is currently involved in the backward integration of Agro Allied products in order to reduce the foreign exchange risk
associated with the high dependence on imported raw materials. The Group has also commenced the export of products to
neighbouring African Countries in order to get more inflow of the USD.

Effective closing rate as at 31 March 2017 is N400/ US Dollar (2016: 295.75/ US Dollar). Average rate for the year is N440/ US
Dollar (2016: N246.65/ US Dollar).

The following table details the Group and Company’s sensitivity to a 10%, increase and decrease in the value of Naira against
USD. Management believes that a 10% movement in either direction is reasonably possible at the balance sheet date. The
sensitivity analysis below include outstanding balances of USD denominated assets and liabilities. A positive number indicates
an increase in profit where Naira strengthens by 10% against the USD. For a 10% weakening of Naira against the USD there would
be an equal and opposite impact on profit, and the balances below would be negative.

113
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

43. Financial risk management (continued)

Foreign currency exposure at the end of the reporting period

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
USD USD USD USD

In thousands
Cash and bank balance 48,018 20,511 46,636 20,486
Trade receivables 5,180 821 1,982 821
Trade payables (196,866) (155,562) (106,463) (107,576)
Borrowings (52,332) - (32,132) -

Net exposure (196,000) (134,230) (89,977) (86,269)

Sensitivity analysis

Group Company
3/31/2017 31-Mar-16 31-Mar-17 31-Mar-16
Profit/ (loss) after tax Profit/ (loss) after tax
N’000 N’000 N’000 N’000

Naira strengthens by 10% against the USD 7,832,022 3,969,841 3,599,068 2,551,407

Naira weakens by 10% against the USD (7,832,022) (3,969,841) (3,599,068) (2,551,407)

Price risk

The Group is further exposed to commodity price risk. The risk arises from the Group’s need to buy specific quantities and
qualities of raw materials to meet its milling requirements. These raw materials include wheat, rice and cassava flour. The risk is
partly mitigated by buying these raw materials 3 months in advance of use. This is based on management past experience with
price movements.

Equity price risk

The group is exposed to equity price risk which arises from available-for-sale equity instruments. The management of the group
monitors the proportion of equity securities based on market indices. The primary goal of the group’s investment strategy is to
maximize its return in general. The maximum exposure to equity price risk at the reporting date is N24.1 million.

Sensitivity analysis

All the group’s listed equity investments are classified as available-for-sale. A 10% increase/ (decrease) in the equity prices at the
reporting date would have increased or (decreased) equity by N 2.4 million after tax (2016: an increase/ (decrease) of N1.9 million
with no impact on profit or loss.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group has adopted a policy of only dealing with creditworthy counterparties and credit limits are set, where appropriate, as a
means of mitigating the risk of financial loss from defaults. The Group only transacts with entities that are rated the equivalent of
investment grade and above. This information is supplied by independent rating agencies where available and, if not available,
the Group uses other publicly available financial information and its own trading records to rate its major customers. The Group’s
exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions
concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed
and approved by the risk management committee annually.

114
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

43. Financial risk management (continued)

Trade and other receivables consist of a large number of customers, spread across diverse industries and geographical
areas. It also includes receivables from related parties. Ongoing credit evaluation is performed on the financial condition
of customers in respect of trade receivable and, where appropriate, bank credit guarantee is obtained.

The Group does not have significant credit risk exposure to any single counterparty or any group of counterparties having
similar characteristics. The Group defines counterparties as having similar characteristics if they are related entities.

Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000

Financial assets and other credit exposures


Trade receivables (Note 29) 16,032,088 12,734,933 6,349,301 6,083,145
Related party receivables (Note 29) - - 70,694,757 58,691,414
Staff receivables (Note 29) 612,049 331,818 488,666 250,909
Bank balances (Note 31) 44,424,178 32,928,474 28,260,326 21,400,665
Short term loan receivable (Note 29) 1,912,272 - 1,912,272 -
Sundry debtors 2,846,723 5,899,417 1,378,659 1,478,771
Derivative assets (Note 28) 755,516 - 387,814 -
66,582,826 51,894,642 109,471,795 87,904,904

Staff receivables are recovered through payroll deductions. Accordingly, management does not consider any credit risk
on staff receivables.

The directors consider the amounts due from related parties as recoverable as the Group has not suffered significant
impairment losses in the past on related party receivables.

The Group/ Company mitigates its credit risk exposure of its bank balances and derivative financial asset by selecting and
transacting with reputable banks with good credit ratings and a history of strong financial performance.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities
that are settled by delivering cash or another financial asset.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an
appropriate liquidity risk management framework for the management of the Group’s short medium and long-term
funding and liquidity management requirements. The Group and Company manage liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual
cashflows, and by matching the maturity profiles of financial assets and liabilities.

Maturity analysis of financial liabilities

The following tables detail the Group and Company’s remaining contractual maturity for its non-derivative financial
liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of
financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest
and principal cash flows.

115
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

43. Financial risk management (continued)

Group
Contractual cash flows
Between 3
Carrying Less than 1 months and 1 Between 1 and More than 5
March 31, 2017 amount Total month 1-3 month year 5 years years
N’000 N’000 N’000 N’000 N’000 N’000 N’000
Bank overdraft 49,023,812 49,414,938 - - 49,414,938 - -
Borrowings 192,581,310 220,434,522 37,708,293 45,768,336 59,306,902 51,092,171 26,558,820
Trade payables 82,735,408 88,274,937 - - 88,274,937 - -
Derivative 3,492,739 3,492,789 2,470,912 239,288 782,589 - -
financial
liabilities
327,833,269 361,617,186 40,179,205 46,007,624 197,779,316 51,092,171 26,558,820

Contractual cash flows


Between 3
Carrying Less than 1 months and 1 Between 1 and More than 5
March 31, 2016 amount Total month 1-3 month year 5 years years
N’000 N’000 N’000 N’000 N’000 N’000 N’000
Bank overdraft 16,412,986 16,615,338 16,615,338 - - - -
Borrowings 148,840,175 160,473,975 - 104,062,560 56,411,415 - -
Trade payables 38,494,348 38,494,348 38,494,348 - - - -

203,747,509 215,583,661 55,109,686 104,062,560 56,411,415 - -

Company

Contractual cash flows


Between 3
Carrying Less than 1 months and 1 Between 1 and More than 5
March 31, 2017 amount Total month 1-3 month year 5 years years
N’000 N’000 N’000 N’000 N’000 N’000 N’000

Bank overdraft 34,349,436 34,740,562 - - 34,740,562 - -


Borrowings 118,793,466 120,731,132 37,026,863 44,335,262 33,750,522 4,623,728 994,757
Trade payables 48,765,271 48,765,271 48,765,271 - - - -
Derivative 2,969,054 2,969,054 2,295,846 208,165 465,043 - -
financial
liabilities

204,877,227 207,206,019 88,087,980 44,543,427 68,956,127 4,623,728 994,757

Contractual cash flows


Between 3
Carrying Less than 1 months and 1 Between 1 and More than 5
March 31, 2016 amount Total month 1-3 month year 5 years years
N’000 N’000 N’000 N’000 N’000 N’000 N’000

Bank overdraft 6,657,427 6,739,505 - 6,739,505 - - -


Borrowings 75,254,930 76,840,671 - - 67,194,914 9,645,757 -
Trade payables 22,355,911 22,355,751 - 22,355,751 - - -

104,268,268 105,935,927 - 29,095,256 67,194,914 9,645,757 -

116
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

44. Fair value information of financial instruments

Accounting classification and fair values

The following table shows the carrying amount and fair values of financial assets and liabilites, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial libailities not
measured at fair value if the carrying amount is a reasonable approximation of fair value.

Group Carrying amount Fair value


March 31, 2017
In thousands of Naira Note Fair value- Loans and Available-for- Other financial Total Level 1 Level 2 Level 3 Total
hedging receivables sale liabilities
instruments
Financial assets measured at fair value
Forward and futures exchange contracts used for hedging 27 755,156 - - - 755,156 - 755,516 - 755,516
Equity securities 24 - - 16,184 - 16,184 16,184 - - 16,184
755,156 - 16,184 - 771,340 16,184 755,516 - 771,700

Financial assets not measured at fair value


Long term receivables 26 989,022 989,022 296,059 296,059
Trade and other receivables 29 - 21,403,132 - - 21,403,132 - - - -
Cash and cash equivalents 31 - 45,018,503 - - 45,018,503 - - - -
Equity securities 24 - - 7,956 - 7,956 - - 7,956 7,956
- 67,410,657 7,956 - 67,418,613 - 296,059 7,956 304,015
Financial liabilities measured at fair value
Forward and futures exchange contracts used for hedging 27 (3,492,739) - - - (3,492,739) - (3,492,739) - (3,492,739)
(3,492,739) - - - (3,492,739) - (3,492,739) - (3,492,739)
Financial liabilities not measured at fair value
Bank overdrafts 31 - - - (49,023,812) (49,023,812) - (49,023,812) - (49,023,812)
Secured bank loans 34 - - - (9,646,445) (9,646,445) - (9,587,149) - (9,587,149)
Unsecured bank loans 34 - - - (182,934,865) (182,934,865) - (169,168,323) - (169,168,323)
Trade and other payables (excluding accruals, non-income
and other related taxes) - - - (85,177,921) (85,177,921) - - -
- - - (326,783,043) (326,783,043) - (227,779,284) - (227,779,284)

Carrying amount Fair value


March 31, 2016
In thousands of Naira Note Fair value- Loans and Available-for- Other financial Total Level 1 Level 2 Level 3 Total
hedging receivables sale liabilities
instruments
Financial assets measured at fair value
Equity securities 24 - - 37,740 - 37,740 37,740 - - 37,740
- - 37,740 - 37,740 37,740 - - 37,740

Financial assets not measured at fair value


Trade and other receivables 29 - 18,966,168 - - 18,966,168 - - - -
Cash and cash equivalents 31 - 33,213,043 - - 33,213,043 - - - -
Equity securities 24 - - 7,956 - 7,956 - - 7,956 7,956
- - 52,179,211 7,956 - 52,187,167 - 7,956 7,956
Financial liabilities not measured at fair value
Bank overdrafts 31 - - - (16,412,986) (16,412,986) - (16,412,986) - (16,412,986)

117
Secured bank loans 34 - - - (4,646,445) (4,646,445) - (3,177,009) - (3,177,009)
Unsecured bank loans 34 - - - (144,193,730) (144,193,730) - (132,726,562) - (132,726,562)
Trade and other payables (excluding accruals, non-income
and other related taxes) - - - (40,761,704) (40,761,704) - - -
- - - (206,014,865) (206,014,865) - (152,316,557) - (152,316,557)
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
44. Fair value information of financial instruments (continued)

Company

Carrying amount Fair value


March 31, 2016
In thousands of Naira Note Fair value- Loans and Available-for- Other financial Total Level 1 Level 2 Level 3 Total
hedging receivables sale liabilities
instruments
Financial assets measured at fair value
Forward and futures exchange contracts used for hedging 27 387,314 - - - 387,314 - 387,314 - 387,314
Equity securities 24 - - 16,184 - 16,184 16,184 - - 16,184
387,314 - 16,184 - 403,498 16,184 387,314 - 403,498
Financial assets not measured at fair value
Long term receivables 26 - 25,053,053 - - 25,053,053 - 6,114,567 - 6,114,567
Trade and other receivables 29 - 80,823,655 - - 80,823,655 - - - -
Cash and cash equivalents 31 - 28,829,491 - - 28,829,491 - - - -
Equity securities 24 - - 7,956 - 7,956 - - 7,956 7,956
- - 134,706,199 7,956 - 134,714,155 - 6,114,567 7,956 6,122,523
Financial liabilities measured at fair value
Forward and futures exchange contracts used for hedging 27 (2,969,054) - - - (2,969,054) - (3,492,739) - (3,492,739)
(2,969,054) - - - (2,969,054) - (3,492,739) - (3,492,739)
Financial liabilities not measured at fair value
Bank overdrafts 31 - - - (34,349,436) (34,349,436) - (34,349,436) - (34,349,436)
Secured bank loans 34 - - - (1,646,445) (1,646,445) - (1,587,149) - (1,587,149)
Unsecured bank loans 34 - - - (117,147,021) (117,147,021) - (113,417,686) - (113,417,686)
Trade and other payables (excluding accruals, non-income - - - (52,197,304) (52,197,304) - - - -
and other related taxes) - - - (205,340,206) (205,340,206) - (149,354,271) - (149,354,271)

Carrying amount Fair value


March 31, 2016
In thousands of Naira Note Fair value- Loans and Available-for- Other financial Total Level 1 Level 2 Level 3 Total
hedging receivables sale liabilities
instruments
Financial assets measured at fair value
Equity securities 24 - - 37,740 - 37,740 37,740 - - 37,740
- - 37,740 - 37,740 37,740 - - 37,740
Financial assets not measured at fair value
Trade and other receivables 29 - 66,504,239 - - 66,504,239 - - - -
Long term receivable 26 2,551,592 2,551,592 - 986,196 - 986,196
Cash and cash equivalents 31 - 21,671,179 - - 21,671,179 - - - -
Equity securities 24 - - 7,956 - 7,956 - - 7,956 7,956
- 90,727,010 7,956 - 90,734,966 - 986,196 7,956 994,152
Financial liabilities not measured at fair value
Bank overdrafts 31 - - - (6,657,427) (6,657,427) - (6,657,427) - (6,657,427)
Secured bank loans 34 - - - (1,646,645) (1,646,645) - (1,641,009) - (1,641,009)
Unsecured bank loans 34 - - - (73,608,485) (73,608,485) - (73,735,768) - (73,735,768)
Trade and other payables (excluding accruals, non-income

118
and other related taxes) - - - (25,435,926) (25,435,926) - - - -
- - - (107,348,483) (107,348,483) - (82,034,204) - (82,034,204)
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

44. Fair value information of financial instruments (continued)

Measurement of fair values


Financial instruments in level 1
The fair value of financial instruments traded in active markets (quoted equity) is based on quoted market prices at the
reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer,
broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring
market transactions on an arm’s length basis.

The quoted market price used for financial assets held by the Company is the bid price at the reporting date. These
instruments are included in level 1. There were no transfers between levels during the year.

Financial instruments in level 2


The fair value of financial instruments that are not traded in an active market (loans and borrowings) is determined by
using discounted cash flow valuation techniques. This valuation technique maximize the use of observable market data by
using the market related interest rate for discounting the contractual cash flows. There are no significant unobservable
inputs. There were no transfers between levels during the year. The basis of measurement has remained the same
between current and prior years.

The fair value of future and forward exchange contracts is determined using quoted forward exchange rates at the
reporting date and present value calculations based on high credit quality yield curves in the respective currencies.

Financial instruments in level 3


The valuation model is based on market multiples derived from quoted prices of companies comparable to the investee
and the expected revenue and EBITDA of the investee. The estimate is adjusted for the effect of non-marketability of the
equity securities.

Financial instruments not measured at fair value


The valuation model considers the present value of expected payment, discounted using a risk-adjusted discount rate.

45. Non-audit fees paid to the Auditors


In the current year the total amount of non-audit fees paid to our auditors amounted to N60.5 million (2016:N54 million).
This is in respect of Tax and IT project advisory services rendered during the year.

46. Substantial interest in shares


Excelsior Shipping Company Limited has 1,369,231,166 (2016: 1,369,231,166) ordinary shares of 50k each, representing
52.18% of the issued and paid-up share capital of the Company. No other individual shareholder held up to 5% of the
issued share capital of the Company at March 31, 2017.

47. Commitments

Guarantees and other financial commitments


Financial commitments
The Company has committed itself to providing continued financial support to all subsidiaries in the Group with net
liability position. The Company also had commitments arising from unconfirmed letters of credit amounting to N33.3
billion (2016: N27.9 billion).

The Directors are of the opinion that all known liabilities and commitments which are relevant in assessing the Company’s
state of affairs have been taken into consideration in the preparation of the financial statements under review.

Gas agreement
The long term gas purchase agreement signed by the Company for the supply of natural gas to Apapa Factory in April
2005 for twenty years came into effect during the last quarter of 2006. This commits the Company to taking up a specified
minimum quantity of gas over the duration of the purchase agreement.

119
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)

48. Contingencies

Contingent Liabilities
As at March 31, 2017, there were contingent liabilities in respect of litigation against the Group and the Company and
other regulatory reviews amounting to N10.97 billion (2016 - N1.302billion). In the opinion of the Directors, the liabilities,
if any, are not likely to be material but the amount cannot be determined with sufficient reliability. Accordingly, no
provision has been made in these financial statements.

49. Events after the reporting period


There were no events after the reporting date that could have had a material effect on the financial statements of the
Group that have not been provided for or disclosed in these financial statements.

120
Other National Disclosures

122
Consolidated and Separate Statements of Value Added
for the year ended 31 March 2017

31-Mar-17 31-Mar-17 31-Mar-16 31-Mar-16


N ‘000 % N ‘000 %

Group

VALUE ADDED

Revenue: 524,464,448 342,586,459


Investment income 1,562,304 1,103,475
Gain on disposal of investment in associate - 23,731,422

Bought - in materials and services - -


- Local (73,504,221) (69,985,240)
- Foreign (378,552,636) (233,528,043)

Total Value Added 73,969,895 100 63,908,073 100

VALUE DISTRIBUTED

To Pay Employees and directors


Salaries, wages, medical and personnel costs 15,810,357 15,328,946
15,810,357 21 15,328,946 24
To Pay Providers of Capital
Finance costs 32,529,354 22,397,762
32,529,354 44 22,397,762 35
To Pay Government
Income tax 1,734,571 389,685
1,734,571 2 389,685 1

To be retained in the business for expansion and future wealth creation:

Depreciation and amortisation 15,157,335 14,692,087


Deferred tax (98,176) (3,320,691)
Non-controlling interest 874,967 (200,037)
Retained profit 7,961,487 14,620,321
23,895,613 32 25,791,680 40
Total Value Distributed 73,969,895 100 63,908,073 100

Value added represents the additional wealth which the group has been able to create by its own and employees efforts.

123
Consolidated and Separate Statements of Value Added
for the year ended 31 March 2017

3/31/2017 3/31/2017 3/31/2016 3/31/2016


N ‘000 % N ‘000 %

Company

VALUE ADDED

Turnover: 375,225,284 247,876,504


Investment income 3,230,407 1,008,096
Gain on disposal of investment in associate - 13,952,039

Bought - in materials and services - -


- Local (39,906,777) (38,856,562)
- Foreign (285,376,240) (185,186,240)

Total Value Added 53,172,674 100 38,793,837 100

VALUE DISTRIBUTED

To Pay Employees
Salaries, wages, medical and other personnel costs 11,504,161 11,641,441
11,504,161 22 11,641,441 30
To Pay Providers of Capital
Finance costs 22,199,739 13,011,811
22,199,739 42 13,011,811 34
To Pay Government
Income tax 112,739 (100,083)
112,739 - (100,083) -

To be retained in the business for expansion and future wealth creation:

Depreciation and amortisation 8,489,195 7,892,088


Deferred tax 1,037,794 (4,077,206)
Retained profit 9,829,046 10,425,786
19,356,035 36 14,240,668 37

Total Value Distributed 53,172,674 100 38,793,837 100

Value added represents the additional wealth which the company has been able to create by its own and employees efforts.

124
Five Year Financial Summary

31-Mar-17 31-Mar-16 31-Mar-15 31-Mar-14 31-Mar-13


N ‘000 N ‘000 N ‘000 N ‘000 N ‘000

Group

Consolidated and Seperate Statement of Financial Position

Assets
Non-current assets 227,719,991 220,662,484 219,656,664 195,717,504 169,964,513
Current assets 257,472,454 124,685,842 123,604,166 100,843,743 110,173,479

Total assets 485,192,445 345,348,326 343,260,830 296,561,247 280,137,992

Liabilities
Non-current liabilities 72,562,013 66,543,351 76,636,231 84,342,937 83,142,765
Current liabilities 309,799,499 183,039,201 179,214,204 128,658,878 114,509,976

Total liabilities 382,361,512 249,582,552 255,850,435 213,001,815 197,652,741

Total equity 102,830,933 95,765,774 87,410,395 83,559,432 82,485,251

Total equity and liabilities 485,192,445 345,348,326 343,260,830 296,561,247 280,137,992

Profit and loss account


Revenue 524,464,448 342,586,459 308,756,526 362,156,081 320,123,472
Profit before taxation 10,472,847 11,489,278 7,724,765 7,686,943 11,803,161
Taxation (1,636,395) 2,931,006 738,292 (3,317,643) (3,977,079)

Profit from discontinued operations 8,836,452 14,420,284 8,463,057 4,369,300 7,826,082


Discontinued operations - - 11,280 - -

Profit for the year 8,836,452 14,420,284 8,474,337 4,369,300 7,826,082


Non-controlling interest (874,967) 200,037 542,203 - 793,897

Retained income for the year 7,961,485 14,620,321 9,016,540 4,369,300 8,619,979

Per share data


Earnings per share (Basic) 306 557 345 193 283
Net assets per share 39 36 33 35 35

Earnings per share is based on profit for the year and the number of issued and fully paid ordinary shares at the end of each financial year.

Net assets per share is based on net assets and the number of issued and fully paid ordinary shares at the end of each financial year.

125
Five Year Financial Summary

3/31/2017 3/31/2016 3/31/2015 3/31/2014 3/31/2013


N ‘000 N ‘000 N ‘000 N ‘000 N ‘000

Company

Statement of Financial Position

Assets
Non-current assets 118,058,601 95,683,538 90,024,782 113,108,927 112,001,080
Current assets 225,874,557 137,613,069 141,505,096 107,036,628 111,888,645

Total assets 343,933,158 233,296,607 231,529,878 220,145,555 223,889,725

Liabilities
Non-current liabilities 18,404,858 18,543,783 18,762,765 39,308,867 46,726,101
Current liabilities 217,374,379 114,508,685 116,115,447 81,893,577 84,562,513

Total liabilities 235,779,237 133,052,468 134,878,212 121,202,444 131,288,614

Total equity 108,153,921 100,244,139 96,651,666 98,943,111 92,601,111


Total equity and liabilities 343,933,158 233,296,607 231,529,878 220,145,555 223,889,725

Profit and loss account*

Revenue 375,225,284 247,876,504 229,777,869 251,479,752 183,402,710


Profit before taxation 10,979,579 6,248,497 910,983 12,457,541 11,459,537
Taxation (1,150,533) 4,177,289 1,508,560 (2,257,664) (3,259,081)

Profit from discontinued operations 9,829,046 10,425,786 2,419,543 10,199,877 8,200,456

Profit for the year 9,829,046 10,425,786 2,419,543 10,199,877 8,200,456

Retained income for the year 9,829,046 10,425,786 2,419,543 10,199,877 8,200,456

Per share data


Earnings per share (Basic) 375 397 92 438 373
Net assets per share 41 38 37 41 39
Earnings per share is based on profit for the year and the number of issued and fully paid ordinary shares at the end of
each financial year.

Net assets per share is based on the net assets total and the number of issued and fully paid ordinary shares at the end
of each financial year.

126
STATEMENT OF CONSOLIDATED VALUE
ADDED STATEMENT
Retained for
Future
32% Employees
22%

Government
Providers of
2%
capital
44%
Share Capital History of the Company

Authorised
Date Issued & Fully Paid-up (N) Consideration
(N)

Increase Cumulative Increase Cumulative

26/09/78 0 15,000,000 8,000,000 15,000,000


26/08/80 10,000,000 25,000,000 0 15,000,000

21/11/80 0 25,000,000 10,000,000 25,000,000 Scrip 2:3

12/11/84 7,500,000 32,500,000 0 25,000,000

16/01/85 0 32,500,000 7,500,000 32,500,000 Scrip 3:10


09/11/93 65,000,000 97,500,000 0 32,500,000

18/02/94 0 97,500,000 65,000,000 97,500,000 Scrip 2:1


03/10/96 152,500,000 250,000,000 0 97,500,000

01/11/96 0 250,000,000 32,500,000 130,000,000 Scrip 1:3


23/11/96 0 250,000,000 65,000,000 195,000,000 Scrip 1:2

16/09/99 100,000,000 350,000,000 0 195,000,000

04/01/00 0 350,000,000 78,000,000 273,000,000 Cash

10/09/02 150,000,000 500,000,000 0 273,000,000


27/02/03 0 500,000,000 91,000,000 364,000,000 Scrip 1:3

04/02/05 0 1,000,000,000 218,400,000 582,400,000 Rights issue 3 for 5


07/09/06 0 1,000,000,000 194,133,334 776,533,334 Scrip 1:3
10/09/08 0 1,000,000,000 854,186,668 854,186,668 Scrip 1:10

21/10/10 0 1,000,000,000 77,653,334 939,605,334 Scrip 1:10

22/06/11 1,000,000,000 2,000,000,000 0 939,605,334

15/02/12 0 2,000,000,000 227,782,666 1,167,388,445 Rights Issue 8 for 33

31/03/13 0 2,000,000,000 25,454,000 1,192,842,445 Share exchange upon BAGCO


and Niger Mills Merger
31/03/14 0 2,000,000,000 0 1,192,842,445

31/03/15 0 2,000,000,000 119,284,245 1,312,126,690 Scrip 1:10


31/03/16 0 2,000,000,000 0 1,312,126,690

128
Agro Allied

Sunti Farm in Niger State Harvesting of Sugar cane at Sunti farm in Niger State

Kaboji Maize Farm Cassava at Shao Farm in Kwara State

Rice Farm at Agro Allied Farm Sunti Limited Agri Palm Plantation
in Niger State
Premier Feed Mills

Rom Oil Mills

Rom Oil Mills Refinery in Ibadan, Oyo State


145
146
Proxy Form

FLOUR MILLS OF NIGERIA PLC


57TH ANNUAL GENERAL MEETING TO BE HELD AT 12 NOON RESOLUTIONS FOR AGAINST
ON WEDNESDAY 6TH SEPTEMBER, 2017
AT THE LANTANA HALL, EKO HOTEL & SUITES, 1. To declare a dividend

ADETOKUNBO ADEMOLA STREET, VICTORIA ISLAND, LAGOS.


2. (i) To re-elect the following Directors:
I/We* ………………………………………………………........…....................................................................... - Mr. Ioannis Katsaounis
of ……………………………………………………………..........................................................................…….. - Mr. Thanassis Mazarakis
- Alhaji Olalekan Saliu
being member(s) of Flour Mills of Nigeria Plc
- Mr. Folarin Williams

hereby appoint ………………………..................................................................…………………………… (ii) To confirm the appointment of


the following Director:
……………………………………………………………...........................................................................……......
Mrs. Salamatu Suleiman
of…………………………………………………………............................................................................……… 3. To approve Directors' remuneration.

…………………………………….................................................................................................................…. 4. To authorize the Directors to fix


or failing him Mr. John G. Coumantaros or failing him Dr. (Chief) Emmanuel. A. Auditors' remuneration.
Ukpabi (KJW), as my/our proxy to vote for me/us at the Annual General Meeting of 5. To elect members of the Audit
the company to be held on 6th September, 2017 and at any adjournment thereof. committee.
6. To renew the resolution on the
Dated this………..........................…….day of………...……........................……… 2017
general mandate of shareholders to
the company to enter into recurrent
Signature ...................................................................................................
transactions with related parties.
Notes:
1. Please sign this proxy card and post it to reach the Registrars not less than 48
hours before the time for holding the meeting. Please indicate with “x” in the appropriate box how you wish your
2. If executed by a corporation, the proxy card should be sealed with the common vote to be cast on the resolution set out above. Unless otherwise
seal. instructed, the Proxy will vote or abstain from voting at his / her
3. This proxy card will be used both by show of hands and in the event of a poll discretion.
being directed or demanded.
4. In the case of joint holders the signature of any one of them will suffice, but the
names of all joint holders should be shown.

Before posting the above, Please tear off this part and retain it for admission to the meeting

ADMISSION CARD
FLOUR MILLS OF NIGERIA PLC
57TH ANNUAL GENERAL MEETING TO BE HELD AT 12 NOON
ON WEDNESDAY 6TH SEPTEMBER, 2017
AT THE LANTANA HALL, EKO HOTEL & SUITES,
ADETOKUNBO ADEMOLA STREET, VICTORIA ISLAND, LAGOS.

NAME OF SHAREHOLDER*……………………………………………………………...................................................................................................................................................………….

IF YOU ARE UNABLE TO ATTEND THE MEETING


A member (shareholder) who is unable to attend the annual general meeting is allowed by law to vote by proxy. A proxy need not be a member of the
Company. The above proxy card has been prepared to enable you exercise your right to vote if you cannot personally attend.

The names of two Directors of the Company have been entered on the card to ensure your representation at the meeting, but if you wish,
you may insert in the blank space on the form (marked**) the name of any person who will attend the meeting and vote on your behalf instead
of one of the Directors.

IMPORTANT*
Please insert your name in BLOCK CAPITALS on both proxy and admission card where marked*.

147
Atlas Registrars Ltd.,
34, Eric Moore Road,
Iganmu,
(BAGCO Building),
P.O. Box 341,
Apapa,
Lagos State.
Nigeria.

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