FMN PLC Annual Report 2017-Min
FMN PLC Annual Report 2017-Min
FMN PLC Annual Report 2017-Min
Financial Highlights 6
Company Profile 7
Chairman's Statement 9
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.
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.
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
005
Group Financial Highlights
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)
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.
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.
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
017
Report of The Directors
for the year ended 31st March, 2017 cont’d
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.
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).
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.
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.
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 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:
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:
021
Report of The Directors
for the year ended 31st March, 2017 cont’d
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
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:
022
Report of The Directors
for the year ended 31st March, 2017 cont’d
Yes - Present
No - Absent
NA – Not applicable (not a director on this date)
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:
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.
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.
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.
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
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
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
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.
The employee canteens at all sites of operations continue to provide nutritionally balanced meals in very conducive
environment and at subsidized rates.
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.
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.
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.
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.
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.
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
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
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:
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.
035
Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income
for the year ended March 31, 2017
Group Company
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 :
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
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
The financial statements were approved by the board of directors on 30 June’, 2017 and were signed on its behalf by
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
Total comprehensive income for the year - - (69,020) - 14,129,885 14,060,865 (200,037) 13,860,828
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
Total comprehensive income for the year - - (21,556) - 8,733,588 8,712,032 886,911 9,598,943
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
Total comprehensive income for the year - - (69,020) 10,019,904 9,950,884 9,950,884
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
Total comprehensive income for the year - - (21,556) 10,494,957 10,473,401 10,473,401
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
Net cash (used in)/ generated from investing activities (18,609,173) 8,531,739 (27,541,357) 23,850,756
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)
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
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.
041
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
All amounts have been rounded to the nearest thousand, unless otherwise indicated.
2.1 Consolidation
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.
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)
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.
043
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
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.
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)
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 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.
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.
045
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
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.
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)
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 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)
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.
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:
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)
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 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.
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.
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)
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:
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 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.
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.
Raw and packaging materials: Purchase cost including transportation and other incidental cost on a First In First Out
(FIFO) basis.
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
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)
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.
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)
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.
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.
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.
Any contingent rents are expensed in the period they are incurred.
053
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
Financial liabilities include trade and other payables, bank overdraft and borrowings.
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.
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.
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 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.
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.
(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.
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.
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.
2.26 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.
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.
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.
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.
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)
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:
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.
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)
4.1 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.
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.
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.
060
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
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.
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.
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.
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.
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)
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.
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.
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)
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.
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.
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)
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.
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)
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 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 Recognize revenue when (or as) the entity satisfies a performance obligation.
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)
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
067
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
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.
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.
Port operations and logistics Port terminal operations, customs clearing and
forwarding, shipping and haulage services
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.
068
Notes to the Annual Report
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.
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)
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
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
070
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
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
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:
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
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
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
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.
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)
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
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)
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
Basic earnings per share (kobo per share) 303 557 375 397
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
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)
Balance at March 31, 2016 3,970,353 50,663,674 2,998,506 5,755,364 524,337 63,912,234
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)
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.
079
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
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)
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
Carrying amount
Balance as at March 31, 2017 48,137
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)
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
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
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)
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
Accumulated amortisation
Balance at April 01, 2015 268,933
Charge for the year 51,035
Balance at March 31, 2016 319,968
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.
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)
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:
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.
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.
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)
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
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
084
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
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)
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)
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
% Ownership interest held by
non-controlling interest
31-Mar-17 31-Mar-16
087
23. Investment in subsidiaries (continued)
March 31, 2017
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
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
No dividend was paid to shareholders with non controlling interest during the year.
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
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
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
091
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
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.
092
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
The following table shows the valuation techniques used in measuring fair values as well as the valuation variables used:
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).
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).
The Group is exposed to the following risks relating to its biological assets:
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)
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.
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.
Group Company
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.
Group Company
094
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
The following information relates to derivative financial instruments arising from outstanding foreign exchange forwards and
futures contracts as at year end:
Group
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;
Company
Base derivative liability/asset (2,969,054) 387,814
Figures in thousands of Naira
095
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
28. Inventories
Group Company
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).
Group Company
(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
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
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
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
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
Authorised
4,000,000,000 Ordinary shares of 50 kobo each 2,000,000 2,000,000 2,000,000 2,000,000
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
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
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)
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.
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
101
Notes to the Annual Report
for the year ended 31 March 2017
Group Company
The cumulative amount of actuarial (gains)/loss recognised in other comprehensive income is shown in Note .
The principal assumptions for the purpose of the actuarial valuations were as follows:
Group Company
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)
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
103
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
Group Company
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)
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
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.
Group Company
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.
Group Company
106
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
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).
Group Company
31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16
N ‘000 N ‘000 N ‘000 N ‘000
‘
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
Total amount due from related parties (Note 29) - - 70,694,757 58,691,414
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.
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
Directors
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
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)
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
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.
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)
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
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 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.
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)
Group Company
Profit/(loss) after tax Profit/(loss) after tax
2017 2016 2017 2016
N’000 N’000 N’000 N’000
241,605,123 165,253,161
Company
153,142,901 81,912,357
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)
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) -
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.
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)
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
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.
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)
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
Company
116
Notes to the Annual Report
for the year ended 31 March 2017 (cont’d)
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.
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
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)
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.
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.
47. Commitments
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.
120
Other National Disclosures
122
Consolidated and Separate Statements of Value Added
for the year ended 31 March 2017
Group
VALUE ADDED
VALUE DISTRIBUTED
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
Company
VALUE ADDED
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) -
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
Group
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
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
Retained income for the year 7,961,485 14,620,321 9,016,540 4,369,300 8,619,979
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
Company
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
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
Retained income for the year 9,829,046 10,425,786 2,419,543 10,199,877 8,200,456
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)
128
Agro Allied
Sunti Farm in Niger State Harvesting of Sugar cane at Sunti farm in Niger State
Rice Farm at Agro Allied Farm Sunti Limited Agri Palm Plantation
in Niger State
Premier Feed Mills
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*……………………………………………………………...................................................................................................................................................………….
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.
148