1 Corporate Information 2 Notice of Annual General Meeting 3 Financial Highlights 4 Company Profile 5 Chairman's Statement 8 Board of Directors 10 Report of the Directors 11 Corporate Governance Report 15 Report of the Audit Committee 19 Statement of Directors’ Responsibilities 20 Report of the Independent Auditors 21 Consolidated and Separate Statements of Comprehensive Income 26 Consolidated and Separate Statements of Financial Position 27 Consolidated and Separate of Changes in Equity 28 Consolidated and Separate Statements of Cash Flows 29 Notes to the Consolidated and Separate Financial Statements 30 Statement of Value Added 83 Five-Year Financial Summary — Group 84 Five-Year Financial Summary — Company 85 Share Capital History 86 Corporate Directory 87 E-Dividend Mandate Activation Form 89 Change of Address Form 91 E-Bonus/Offer/Rights Form 93 Proxy 95 Contents
Transcript
1
Corporate Information 2
Notice of Annual General Meeting 3
Financial Highlights 4
Company Profile 5
Chairman's Statement 8
Board of Directors 10
Report of the Directors 11
Corporate Governance Report 15
Report of the Audit Committee 19
Statement of Directors’ Responsibilities 20
Report of the Independent Auditors 21
Consolidated and Separate Statements of Comprehensive Income 26
Consolidated and Separate Statements of Financial Position 27
Consolidated and Separate of Changes in Equity 28
Consolidated and Separate Statements of Cash Flows 29
Notes to the Consolidated and Separate Financial Statements 30
Statement of Value Added 83
Five-Year Financial Summary — Group 84
Five-Year Financial Summary — Company 85
Share Capital History 86
Corporate Directory 87
E-Dividend Mandate Activation Form 89
Change of Address Form 91
E-Bonus/Offer/Rights Form 93
Proxy 95
Contents
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Directors: High Chief (Sir) Simeon O. Oguntimehin, OON — Chairman Mr. Wahab B. Dabiri — Vice Chairman Mr. Olugbenga Ladipo — Managing Director/ ChiefExecutiveOfficer Mr. Babatunde J. Fashanu — Non-Executive Mr. M. Goodman (British) — Non-Executive (Resigned 17th September, 2016) Mr. Lasisi A. Aderibigbe — Non–Executive Mr. Oyewole Olaoye — Non–Executive Mrs. Folashade B. Omo-Eboh — Non-Executive Mr. Omosola Sokunbi — Executive Mr. Femi Akingbe — Non-Executive (Appointed 23rd June, 2016) Mr. Ivor Hutchinson (British) — Non-Executive (Appointed 17th September, 2016)
NOTICE IS HEREBY GIVEN that the 53rd Annual General Meeting of ACADEMY PRESS PLC will be held at the Registered Office of the Company, 28/32, Industrial Avenue, Ilupeju Industrial Estate, Lagos on Thursday, 22nd February, 2018 at 12.00 noon for the purpose of transacting the following businesses: AGENDA
1. To lay before the Meeting the Report of the Directors, the Financial Statements for the year ended 31st March, 2017 and the Reports of the Auditors and the Audit Committee thereon.
2. To re-elect Directors.
3. To ratify the Appointment of a Director.
4. To authorize the Directors to fix the Auditors’ remuneration.
5. To approve the remuneration of Directors.
6. To elect members of the Audit Committee.
NOTES:
PROXYA member of the Company entitled to attend and vote at the Annual General Meeting is also entitled to appoint a proxy to attend and vote in his/her stead, and a proxy need not be a member of the Company.
For the appointment to be valid, a proxy form duly stamped must be deposited at the Office of the Registrar, Pace Registrars Limited, 24 Campbell Street (8th Floor), Knight Frank Building, Lagos or Office of the Company at 28/32, Industrial Avenue, Ilupeju Industrial Estate, Lagos not less than 48 hours before the time for holding the meeting.
CLOSURE OF REGISTER AND TRANSFER BOOKSThe Register of Members and Transfer Books will be closed from Thursday 8th February to Thursday 15th February, 2018 (both days inclusive) for the purpose of updating the Register.
AUDIT COMMITTEEIn consonance with Section 359(5) of the Companies and Allied Matters Act, CAP C20 LFN 2004, a nomination in writing by any member of a shareholder for election to the Audit Committee should reach the Company Secretary, at least 21 days before the Annual General Meeting.
Dated the 22nd day of January, 2018
BY ORDER OF THE BOARD
ALPHA-GENASEC LIMITEDCompany SecretariesJ. O. Adeoye (FCIS) FRC, 2014/ICSAN/00000008037
NOTE: Rights of Securities’ Holders to ask Questions: Securities’ Holders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting, and such questions must be submitted to the Company on or before 21st February, 2018.
Revenue 2,117,452 2,047,675 3 1,842,636 1,779,944 4 Gross profit 379,907 525,220 (28) 325,703 465,915 (30)Results from operating activities (163,512) 144,025 (214) (211,335) 163,516 (229) (Loss)/profit before taxation (387,459) (93,510) (314) (353,426) (34,937) (912)(Loss)/profit after taxation (512,725) (67,323) (662) (487,091) (9,885) (4,828)Dividend Paid during the year — — — — — — Proposed dividend — — — — — —
At year endCapital expenditure 47,129 213,289 (78) 22,899 114,004 (80) Paid-up share capital 302,400 302,400 — 302,400 302,400 —Shareholders’ funds 225,138 726,519 (69) 260,475 737,591 (65)
Per share data (kobo) Basic earnings per 50k share (0.8) (0.08) (1,100) (0.81) (0.02) (4,150)Declared dividend per share — — — — — —Net assets per share 0.37 1.20 (69) 0.43 1.22 (65) Share price at year end N=0.50 N=0.57 (12) N=0.50 N=0.57 (12)
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Company Profile
THE COMPANYAcademy Press Plc commenced operation in October 1965. It is located at No. 28/32 Industrial Avenue, llupeju Industrial Estate, Lagos and occupies a space of approximately 172,800 sq. metres land. Primarily, the company provides printing and binding services required for the local production of educational books and periodicals, which hitherto were being imported into Nigeria. At the time we started, educational books were being imported and most of the publishers were based in the United Kingdom. Our UK marketing outlet was able to persuade the publishers to print with us, books that were meant for the Nigerian market but were being imported. The main publishers then were Macmillan, Oxford University Press, Longman (now Learn Africa Plc), Heinemann (now HEBN Plc) and Evans Brothers. We have since been printing for these publishers and other clients of repute to date. Within a year, we produced millions of educational books for the local market. In addition, we print weekly magazines, journals and periodicals.
Today, Academy Press has tremendously expanded her capacity in response to customers demands for quality full colour prints on sheet-fed and high speed web-offset presses, this capacity that can, today, print in excess of 100 million educational books annually.
Over the years, we have diversified into commercial products printing like Calendars, Brochures, Posters, Magazines, Diaries, light packaging products, full scale production of Business Forms documents, Security printing, flexo printing and still counting. Little wonder that Academy Press has become synonymous with prompt and quality printing all over Nigeria and beyond!
CLIENTELEOur clientele include publishers, religious bodies, corporate organizations and government agencies. Among these are Our Daily Manna, Bible Society of Nigeria, Scripture Union of Nigeria, FBN Holdings, Nestle Foods Plc, Unilever Plc, Learn Africa Plc, HEBN Plc, West African Book Publishers Ltd, Evans Brothers (Nig.) Publishers, Africana First Publishers Plc, Cambridge University Press, Pearson, Game Discount World (Nig.) Ltd, Dangote Group of Companies, Artee Group (SPAR) Nigeria Ltd, etc. We also extend our operations to the West African sub-region and international market. Recently, we added to our clientele by printing light packaging materials for organizations such as Simtechnosoft, NASCON, etc.
COMPETENCEWith our present capacity, we can produce in excess of 100 million books successfully in a year; be it stitching, perfect bound or thread sewn. Also, we can print weekly magazines of about 500,000 copies for various magazine publishers in Nigeria.
Another important aspect of our operation is the printing of confidential materials for various examination bodies. We produce about 100 million copies in a year within a short period of eight (8) weeks.
In order to sustain and improve on the turnaround with timely deliveries to our various customers, we have updated our facilities to increase our capacity by 60%. Our factory is powered by reliable and clean power sources with over 2 MW (Mega Watts) at our disposal aside the public power supply to achieve optimal productivity.
FOCUSWe continue to invest in modern technology to update and upgrade our equipment to meet the satisfaction of our customers. Academy Press is always geared towards improving on its achievements. In addition, we enjoy the full support of our overseas technical partner (Hambleside Limited) on major overseas procurements.
PRODUCT PORTFOLIO Our range of products include the following: Diaries: Academy Press is dedicated to producing a wide range of diaries to international standard. Our relationship with West African Book Publishers Limited guarantees us up to 70% share of the diaries produced in Nigeria today.
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Company Profile
Calendars: We offer a complete calendar service, by originating concepts, designs, photography, colour separation, artwork, Computer-to-Plate (CtP) and printing.
Leaflets, Labels, Light and Flexible Packaging: Our process of litho offset is more economical and allows for flexibility in preparation and setup. No matter how rigid the tolerance of labelling equipment, our labels will match the highest quality and finishing standards. Our capacity can turn round 20 million labels, leaflets and flexible packaging weekly.
Journals/Magazines: With our blend of fast operation and prompt delivery, we are able to print the weekly magazines, and supply on time for effective distribution across the country.
Books: We have a printing and a binding capacity to produce more than 100 million books annually. We can meet all printing specifications on our modern production lines.
Company Reports and Brochures: We produce Annual Reports and brochures with a view to enhancing the corporate image of our customers. We are also known for meeting tight delivery deadlines.
Confidential Printing: We have earned the trust of our customers to produce highly confidential materials over the years for both national and international organizations, running into several millions.
Specialized Printing: Our subsidiary, Academy Press Specialized Print Services Limited, devotes special attention to the production of security printing; which includes sensitive documents such as Tickets, Coupons, Vouchers, Letterheads, Receipts, Invoices, Continuous Forms for computer usage (customized or plain), Bank Statements, Pay-in Slips, Bank Notes and Wrappers etc. Recently, the company has diversified into flexographic printing to do printing of self-adhesive labels, flexible wraps and hologramic print.
CUSTOMER SERVICEBesides quality, we have also over the years offered other specific benefits to customers. These include:
(a) Cost effectiveness We advise on economic sizes, formats and paper types.
(b) Customization Designs are customized to meet customers taste or desire and also to achieve additional features, they
may wish to incorporate into their documents.
(c) Confidentiality Our service processes incorporate every possibility that will ensure the confidentiality of customers'
relevant publications so that they are not available until when required. This is also complemented with tight security network.
(d) Volume of Production Our facilities are geared to handle any job, no matter how voluminous. May we also add that no job is too
small for our attention as our Print-on-Demand (POD) operation is always available for such small orders.
SKILLAll our equipment and processes are complemented with highly skilled manpower, which has over the years enabled Academy Press to provide customers with numerous printing possibilities. We train and retrain our staff. Skill development for our staff is not negotiable. We are home of printing excellence!
DELIVERYWe offer timely production and delivery of documents to any location the customer may so appoint.
GET THE PRINT BETTER
ACADEMY PRESS PLC
With our present capacity, we can produce in excess of 100 million books
successfully in a year; be it stitching, perfect bound or thread sewn.
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Chairman’s Statement
Fellow shareholders, my colleagues on the Board, gentlemen of the press, other invited guests, distinguished ladies and gentlemen. I am delighted to welcome you all to the 53rd Annual General Meeting of your Company, Academy Press Plc and to present to you the report and the Financial Statements for the financial year ended 31st March, 2017.
Operating EnvironmentThe Nigerian economy was negatively impacted due to the loss of revenue and scarce forex from its economic mainstay – oil; before and during the period. This created financial currency crisis that resulted in both official and unofficial significant devaluation of its currency. The economy contracted and resulted in slow down in the market and business of the productive sector. There was relative improvement in the management of insurgency and terrorism due to the Government agencies efforts but the security situation is still not satisfactory as kidnapping and other vices continue to prevail.
The CompanyThe Printing and Publishing sector was seriously affected by the currency and security crises and experienced business downturns as a result.
The scarcity of forex and loss of Naira value made availability of raw materials to be problematic and costly thereby reducing the potentials of the general market. The need for the policy makers to create enabling environment that would prompt establishment of local printing input materials such as Paper Mills, Ink and other Chemicals production in furtherance of raw materials domestication and input substitution cannot be over- emphasized.
The Board adopted several mitigating measures to improve and diversify the market including creating local substitute for some of these material inputs and equipment. The market response was however very slow in view of the larger economic contraction.
High Chief (Sir) Simeon O. Oguntimehin, OON, FCA, JP Chairman
The Printing and Publishing sector
was seriously affected by the currency and
security crises and experienced
business downturns as a result.
,,
,,
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Chairman’s Statement
The company and its subsidiaries suffered lack of growth in revenue, high cost of production and huge borrowing cost and forex loss.
The ResultsThe revenue for the year was sustained at N=2.12 billion against the previous year of N=2.05 billion. The Group loss before tax however further dipped to N=387 million in the period from previous N=94 million loss in view of the inclement economic challenges. With this result, it was not possible to propose any appropriation in terms of dividends or bonus shares for now.
Business Review and Future DevelopmentsThe challenges of the larger Nigerian economy on the industry has taken a toll on the business fortune of the company; hence the current negative performance. With the positive prognosis in the Nigeria economy aftermath of the end of the recession, the performance in business activities is expected to improve. The company has been prepared and will consolidate on its leadership position strength to service the print industry to its full potentials and achieve recovery in a short while. Areas of low activities in the operation especially those already taken over by modern Computer Technology will be further pruned down or collapsed for commensurate efficiency. The foray of the company into full light packaging production which is the future of printing is also being consolidated. The current financial year has been promising so far and we are hopeful of a return to profitability in due course.
The BoardWe continue to review and strengthen our corporate governance policy to address the sustenance of efficiency in our Board and its succession. In the ended year, two (2) of our Directors resigned and one new appointment was made. Messrs Martin Goodman and Lasisi Aderibigbe resigned on 17th September 2016 and 31st March 2017 respectively while Mr. Ivor Hutchinson was appointed on 17th September 2016. Mr. Hutchinson had hitherto been an alternate to Mr. Goodman on the Board of the Company.
On behalf of the company, I wish to express our appreciation to both Mr. Martin Goodman and Mr. Lasisi Aderibigbe for the appreciable service they rendered to the company during their service on our Board. We are indeed very grateful for their contributions.
I also welcome Mr. Ivor Hutchinson as we present him to you today for the confirmation of this appointment.
ConclusionThe last three years have indeed been tortuous for our company just as it has done for the economic of our country. As the nation begins to get out of this, we are hopeful of our turnaround to profitability soon. The Board is ensuring that we do not experience a negative year after this, I appreciate and thank you all for the solidarity and understanding shown during this trying period and I hope that it would be crowned with commensurate returns in the near future.
I thank the Staff and Management of our Company for their loyalty and dedication all along.
I thank you all for listening.
High Chief (Sir) Simeon O. Oguntimehin, OON, FCA, JP Chairman
High Chief (Sir) S. O. Oguntimehin, OON, JPChairman
O. LadipoManaging Director
Oyewole OlaoyeNon-Executive Director
Martin GoodmanNon-Executive Director
L. A. AderibigbeNon-Executive Director
Ivor HutchinsonNon-Executive Director
Omosola SokunbiExecutive Director, Operations
Board of Directors
A C A D E M Y P R E S S P L C A N N U A L R E P O R T & A C C O U N T S 2 0 1 7I
J. B. FashanuNon-Executive Director
F. B. Omo-Eboh (Mrs)Non-Executive Director
Femi AkingbeNon-Executive Director
W. B. DabiriVice Chairman
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Report of the DirectorsFor the year ended 31st March, 2017
The directors have pleasure in presenting their report on the affairs of Academy Press Plc (“the Company”) together with its subsidiaries (“the Group”) and the Consolidated and separate audited financial statements of the Group and the Company for the year ended 31 March 2017.
Legal FormAcademy Press Plc was incorporated in Nigeria as a private limited liability company on 28th July 1964 and by a special resolution became a public limited liability company on 22nd October 1991. The certificate of incorporation number of the Company is RC 3915 .The Company offered its shares to the public in November 1994 and these shares were listed on the Nigerian Stock Exchange on 15th June, 1995.
Principal ActivitiesThe group carries on its business, as printers of educational and general books, and commercial printing of diaries, labels, calendars, periodicals, annual reports, confidential and other printing.
State of AffairsIn the opinion of the Directors, the state of the Group’s affairs is satisfactory and there has been no material change since the reporting date, which would affect the financial statements as presented.
Results for the Year The Group The Company 2017 2016 2017 2016 Restated Restated N=’000 N=’000 N=’000 N=’000Revenue 2,117,452 2,047,675 1,842,636 1,779,794
Loss before taxation (387,459) (93,510) (353,426) (34,937)Taxation (125,266) 26,187 (133,665) 25,052Loss after taxation (512,725) (67,323) (487,091) (9,885)
DividendThe directors have not recommended payment of any dividend in view of the loss sustained by the Company and the need to strengthen its working capital position (2016: Nil).
Property, plant and equiptmentInformation relating to movement in property, plant and equipment is shown in Note 15 to the financial statements. In the opinion of the Directors, the market values of the Group’s properties are not less than the value shown in these financial statements.
Directors Interest in ContractsNone of the Directors has notified the Company for the purpose of Section 277 of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004 of any disclosable interest in contracts with which the Company is involved as at 31 March 2017.
DonationsThe company made a donation and gifts of N=160,000 to charitable organization during the year ended 31 March 2017 (2016: N=295,960). 2017 2016 N=’000 N=’000Yaba College of Technology — Printing Student Association — 50,000Lagos State Government Ministry of Education 100,000 107,360Federal Road Safety Commission — South West Z ones 60,000 138,600 160,000 295,960
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Report of the DirectorsFor the year ended 31st March, 2017
DirectorsThe names of the Directors at the date of this report and of those who held office during the year are as follows:
Share Holdings and Substantial Interest in SharesThe issued and fully paid share capital of the Company as at 31 March 2017 was beneficially owned as follows: Number of Shares Nominal Holding Value % N=Alidan Investment Limited 84,078,546 13.90 42,039,273West African Book Publishers Limited 62,880,000 10.40 31,440,000Hambleside Limited 60,443,208 9.99 30,221,604Others 397,398,246 65.71 198,699,123 604,800,000 100.00 302,400,000
The issued and fully paid share capital of the Company as at 31 March 2016 was beneficially owned as follows:
Number of Shares Nominal Holding Value % N=Alidan Investment Limited 84,078,546 13.90 42,039,273West African Book Publishers Limited 62,880,000 10.40 31,440,000Hambleside Limited 60,443,208 9.99 30,221,604Others 397,398,246 65.71 198,699,123
604,800,000 100.00 302,400,000
High Chief (Sir) Simeon O. Oguntimehin is holding shares indirectly through his investment company, (Anfani Investments Limited).
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Shareholding(a) A sumarry of the shareholding position is as follows: Number of Shares Authorized — 750,000,000 Number of Shares Issued — 604,800,000 Number of Shares Outstanding — 145,200,000 Number of Shares in the Name of Company — Nil
As At As At 31/03/2017 % 31/03/2016 % Nigerians (Corporate and Individual) 539,148,230 89.14 539,148,230 89.14 Foreign Investors 65,651,770 10.86 65,651,770 10.86 604,800,000 100 604,800,000 100.00
(b) Directors’ Interests Directors’ interest in the issued share Capital of the Company as recorded in the register of Members and/or as notified by them of the purpose of Section 275 of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004 and in compliance with the listing requirements of the Nigerian S tock Exchange are as follows: No. of Shares As at As at 31/03/17 31/03/16 High Chief (Sir) S. O. Oguntimehin, OON, JP (Indirect) 781,440 781,440 Olugbenga Ladipo (Direct) 8,690,653 8,690,653 Martin Goodman (Direct) 2,521,652 2,521,652 Wahab B. Dabiri (Direct) 351,000 351,000 Lasisi A. Aderibigbe (Direct) 1,552,802 1,552,802 Babatunde J. Fashanu (Direct) 6,964,120 6,964,120 Folashade B. Omo-Eboh (Mrs.) (Direct) 2,415,000 2,415,000 Sokunbi Omosola (Direct) 480,000 480,000 Olaoye Oyewole (Direct) 1,200,000 1,200,000
(c) Material Interest in Shares (5% and Above) Name Holdings % Alidan Investments Limited 84,078,546 13.90 West African Book Publishers 62,880,000 10.40 Hambleside Ltd 60,443,208 9.99 207,401,754 (d) Active Shareholders — Summary As At 31/03/2017 No. of Range Holders Units Unit % 1 — 1,000 473 174,783 0.03 1,001 — 5,000 641 1,660,262 0.27 5,001 — 10,000 366 2,635,303 0.44 10,001 — 20,000 1,171 16,140,069 2.67 20,001 — 50,000 492 14,676,291 2.43 50,001 — 100,000 170 11,755,934 1.94 100,001 — 1,000,000 197 63,626,120 10.52 1,000,001 — 5,000,000 44 88,795,678 14.68 5,000,001 — 10,000,000 12 96,115,561 15.89 10,000,001 — 999,999,999,999 10 309,219,999 51.13 3,576 604,800,000 100%
Report of the DirectorsFor the year ended 31st March, 2017
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Report of the DirectorsFor the year ended 31st March, 2017
Employment and Employees1. Employment of Physically Challenged Persons It is the Company’s policy that there is no discrimination in considering applications for employment
including those from physically challenged persons. All employees whether or not physically challenged are given equal opportunities to develop their expertise and knowledge and to qualify for promotion in furtherance of their careers. The company has two (2) physically challenged person in her employment as at 31 March 2017.
2. Welfare The company is registered with a Health Management Organisation (HMO) — (Clearline International
Limited). Staff, Spouse and 4 children choose a primary health care provider, where cases of illness are referred for treatment. The company also provides healthcare facilities for its staff whilst all essential safety regulations are observed in the factories and offices to guarantee maximum protection of employees at work.
3. Training Staff are kept abreast of up-to-date techniques in the industry through various in-house and outside training
courses. The company attaches great importance to training and all categories of staff attend courses or seminars as considered necessary by the Company’s management.
Financial CommitmentsThe directors are of the opinion that all known liabilities and commitments have been taken into account. These liabilities are relevant in assessing the Company’s state of affairs.
Events After Reporting DateAs stated in Note 32, there are no events or transactions that have occurred since the reporting date which would have a material effect on the financial statements as presented.
Format of Financial StatementsThe financial statements of Academy Press Plc have been prepared in accordance with the reporting and presentation requirements of the Companies and Allied matters Act, CAP C20, Laws of the Federation of Nigeria, 2004 and are in compliance with the International Financial Reporting Standards issued by International Accounting Standards Board and the requirements of Financial Reporting Council of Nigeria Act No 6, 2011. The Director considers that the format adopted is the most suitable for the Company.
AuditorsErnst & Y oung was appointed as the Company’s Auditors on 31 May 2016 and 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. A resolution will be proposed at the Annual General Meeting empowering the Directors to fix their remuneration.
BY ORDER OF THE BOARD
Joshua O. AdeoyeFRC/2014/ICSAN/00000008037for: ALPHA-GENASEC LIMITEDCompany’s Secretary
LAGOS, NIGERIA29th December, 2017
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Corporate Governance principles, rules and regulatory requirements of the Nigerian Stock Exchange and Securities and Exchange Commission have indeed been an integral part of the way Academy Press Plc. conducts its business.
Good corporate governance is an essential part of the Board. Our Company’s governance structure and practices is in line with applicable local legislation and international best practices including compliance with the Code of Corporate Governance for Public Companies issued by Security and Exchange Commission. The Company has always been guided by a strong conviction of adhering to transparency, accountability, good management practices and integrity through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.
The company believes that the implementation of global best practices and corporate governance principles would help to achieve commitment and goals to enhance stakeholders’ value.
We present in detail, a statement of how the Board conducted its activities in the last financial year.
The BoardThe governance of the Company resides with the Board of Directors who are accountable to shareholders for creating and delivering sustainable value through the management of the Company’s business.
The board is responsible for oversight function of long-term strategic planning, policy formulation and assessment of risk that the Company may be exposed to in the ordinary course of business. The board is also responsible for evaluating and directing the implementation of the Company’s internal control procedures including maintaining a sound system of internal control to safeguard shareholders’ investments and the company’s assets. These functions of the board are guided by the provision of Securities and Exchange Commission (SEC) code, the Company and Allied Matters Act, the company’s Articles of Association and other relevant laws and regulations. These oversight functions of the Board of Directors are exercised through its various Committees.
Composition of the BoardThe board of Directors of Academy Press Plc. is comprised of experienced people with significant achievements in their respective profession. The board has overall responsibility for ensuring that the Company is appropriately managed and achieves its strategic objectives. The company’s Articles of Association provide that the company’s Board shall consist of not more than 12 Directors.
During the year the board comprised of Eleven (11) Directors; Nine (9) non-executives and Two (2) executives. The board Chairman is non-executive, with a mix of executive and non-executive Directors, all bringing high level of competencies and experience, with enviable records of achievement in their respective fields.
The board meets regularly to set broad policies for the Company’s business and operations, and ensures that a professional relationship is maintained with the Company’s auditors in order to promote transparency in financial and non- financial reporting.
Responsibilities of the BoardThe board is responsible for the review of goals, major plans of action, annual budget and business plans with overall strategies setting performance objectives, monitoring implementation and corporate performance and overseeing major capital expenditure in the approved budget. In compliance with International Best Practices, there is a separation of powers between the Chairman and the Managing Director, as they play distinct roles, with responsibilities which should not be domiciled with one individual. The chairman’s main responsibility is to lead and manage the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities. He is also responsible for ensuring that Directors receive accurate, timely and clear information to enable the Board take informed decisions and provide advice to promote the success of the Company. The Chairman facilitates the contribution of Directors and promotes effective relationships and open communications between Executive and Non-Executive Directors, both inside and outside the Boardroom.
Corporate Governance ReportFor the year ended 31st March, 2017
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Corporate Governance ReportFor the year ended 31st March, 2017
The board ensures that proper accounting records are disclosed with reasonable accuracy at any time and that the financial status of the Company are maintained and also that the financial reporting systems comply with the Companies and Allied Matters Act, CAP C20, LFN 2004 through the establishment of the Board Committees that make recommendations and taking decisions on issues of expenditure that may arise outside the normal meeting schedule of the full Board. The board ratifies duly approved recommendations and decisions of the Board Committees and also make periodic and regular review of actual business performance relative to established objectives.
The Board meet at least once in a quarter in each financial year and the Board Committee meet at least twice in each financial year. Decisions are taken at the Board meetings by way of resolutions as provided for in the Company and Allied Matter Act (CAMA) 2014.
Detail of attendance by each of the Directors at Board meetings are shown in the table below.
Meetings 1 2 3 4Names 25/4/16 23/6/16 28/10/16 27/2/17High Chief (Sir) Simeon Oguntimehin √ √ √ √Mr. Wahab Dabiri √ √ √ √Mr. Olugbenga Ladipo √ √ √ √Mr. Babatunde J. Fashanu √ √ √ √Mr. Martins Goodman X √ AR ARMr. Ivor Hutchinson NY A NY A √ √Mrs. Folashade B. Omo-Eboh √ √ √ √Mr. Oyewole Olaoye √ √ √ √Mr. Omosola Sokunbi √ √ √ √Mr. Femi Akingbe NY A NY A √ √Mr. Lasisi A. Aderibigbe √ √ √ √
Note√ – Present; X – Absent with apology; NY A – Not a member of the Board as at this date; AR – Already Resigned
In accordance with Section 258 (2) of the Companies and Allied Matters Act, CAP C20, LFN 2004, the record of Directors’ attendance and meetings during the year 2016/2017 is available for inspection at the Annual General Meeting. The meetings of the Board were presided over by the Chairman and the Board met four (4) times during year. Written notices of the Board meetings, along with the agenda, were circulated at least seven days before the meetings. The minutes of the meetings are appropriately recorded and circulated.
Board CommitteesThe Board carries out its oversight functions through the under-listed committees:
Risk Management/Strategy CommitteeThe committee has oversight responsibility for operational/strategies development and implementation, emerging sectorial and technological development, review of equipment needs and acquisition, new business concern review and implementation, products prospects and market expansion strategies. It also reviews the risk management structure and monitor the risks on continuous basis. The risk management/strategy committee held two (2) meetings during the year ended 31st March, 2017. Detail of attendance by each of the Members of the Risk Management/Strategic Committee are shown in the table below.
Finance and Control CommitteeThe Finance and Control Committee is responsible for reviewing of business plan, annual budget and control, financing arrangement, options, capital restructuring, the review of balance sheet, management accounts, credit/debt management and material control. The committee held two (2) meetings during the year ended 31st March, 2017.Detail of attendance by each of the Members of the Finance and Control Committee are shown in the table below.
Meetings 1 2Names 6/2/2017 27/3/17Mr. Olugbenga Ladipo √ √Mr. Babatunde J. Fashanu √ √Mrs. Folashade B. Omo-Eboh √ √Mr. Omosola Sokunbi √ √Mr. Femi Akingbe NY A √Mr. Lasisi A. Aderibigbe √ √
Governance and Remuneration CommitteeThe committee is made up of three members who are responsible for the development and evaluation of the company’s internal organization and process, identifying qualified senior executives and ensuring that the company’s operating and remuneration policies support the successful recruitment, development and retention of directors and managers. The committee held two (2) meetings in the financial year ended 31st March, 2017. Detail of attendance by each of the Members of the Governance and Remuneration Committee are shown in the table below.
Meetings 1 2 Names 6/2/2017 27/3/17 Mr. Wahab Dabiri √ √ Mr. Oyewole Olaoye √ √ Mr. Femi Akingbe √ √
Audit CommitteeThe Committee comprises of six members as shown in the table below. In accordance with Section 359 (5) of the Companies and Allied Matters Act CAP C20, LFN 2004, the above members and Directors were elected and nominated pursuant to Section 359 (4) of the said Act. The meetings of the committee were held three (3) times during the year. The functions of the committee are laid down in Section 359 (6) of the Companies and Allied Matters Act CAP C20, LFN 2004.
Corporate Governance ReportFor the year ended 31st March, 2017
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Detail of attendance by each of the Members of the Audit Committee are shown in the table below.
Meetings 1 2 3 Names 16/6/16 22/11/16 21/2/17 Chief S. B. Daranijo √ √ √ Pastor Albert Edun √ √ √ Mr. S. S. Adebayo √ √ √ Mr. Wahab Dabiri √ √ √ Mr. Babatunde J. Fashanu √ √ √ Mr. Lasisi A. Aderibigbe √ √ √
Management TeamThe day-to-day management of the business is the responsibility of the Managing Director who is assisted by the Management Team made up of one (1) Executive Director, two (2) senior managers and Heads of all the Departments in the Company. The management team holds scheduled meetings at least once a month to deliberate on critical issues affecting the day to day running of the Company.
Security Trading PolicyInsider trading and dealing in Company’s shares
The board has approved a Security Trading Policy which sets out the guidelines on the purchase and sale of security by Directors, employees and associates. The policy is to assist all Directors and employees to understand the restrictions placed on them as insiders of the company with respect to their securities transactions and to avoid the conduct referred to as ‘insider trading’ during any period as may be specified by the company or the Exchange from time to time.
Also, Directors, employees and other insiders wishing to buy, sell or deal in the Company’s securities must obtain approval of the Chairman through the Company Secretary prior to any dealing in the company’s securities. Request for approval must state the volume of securities to be purchased and sold.
Complaint Management PolicyIn compliance with the Security and Exchange Commission’s Rules relating to the Complaints Management Framework (the ‘Framework’) which requires every listed company to establish a clearly defined complaint management policy to resolve complaints arising from issues covered under the Investment and Securities Act 2007. The Company has developed a Complaint Management Policy endorsed by the Board of Directors.
Business ConductOur business is conducted with integrity and with due regard to the legitimate interest of all stakeholders. In furtherance to this, the Company has adopted policies such as Code of Ethics and Business Conduct, as well as a whistle blowing Policy. Directors and all members of staff are expected to strive to maintain the highest standard of ethical conduct and integrity in all respect of their professional life as contained in the Ethics and Business Code Policy which prescribes the common ethical standard, policies and procedures of the Company.
Environmental PolicyEnvironmental Policy statement serves to demonstrate the Company’s responsibility to the environment and the pursuit of world-class vision in all aspects of its operations. The Company strives to comply with all present and future environmental laws and regulations and continuously improve the efficiency of its operations to minimize its impact on the environment.
Corporate Governance ReportFor the year ended 31st March, 2017
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Report of the Audit Committee
In accordance with the provisions of Section 359 (6) of the Companies and Allied Maters Act 2004, CAP C20, Laws of the Federation of Nigeria 2004, the members of the Audit Committee of Academy Press Plc (“the Company”) hereby report as follows:
(i) We have exercised our statutory functions under Section 359 (6) of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004 and acknowledge the cooperation of management and staff in the conduct of these responsibilities.
(ii) We are of the opinion that the accounting and reporting policies of the Group are in accordance with legal requirements and agreed ethical practices and that the scope and planning of both the external and internal audits for the year ended 31 March 2017 were satisfactory and reinforce the Group’s internal control systems.
(iii) We have deliberated with the External Auditors, who have confirmed that necessary cooperation was received from management in the course of their statutory audit and we are satisfied with management’s responses to the External Auditor's recommendations on accounting and internal control matters and with the effectiveness of the Group’s system of accounting and internal control.
Alhaji (Chief) Sinari B. Daranijo, JPChairmanFRC/2014/ICSAN/00000007262
29th December, 2017
MEMBERS OF AUDIT COMMITTEE
Alhaji (Chief) Sinari B. Daranijo, JPPastor Albert O. EdunMr. Samuel S. AdebayoMr. Wahab B. DabiriMr. Babatunde J . FashanuMr. Lasisi A. Aderibigbe
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Statement of Directors’ ResponsibilitiesFor the year ended 31st March, 2017
The Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004, requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of financial affairs of the Group at the end of the year and of its profit or loss. The responsibilities include ensuring that the Group:
(a) keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Group and comply with the requirements of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004;
(b) establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and
(c) prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgments and estimates, and are consistently applied.
The directors accept responsibility for the annual Consolidated and Separate financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with International Financial Reporting Standards issued by International Accounting Standard Board and the requirements of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004, and Financial Reporting Council of Nigeria Act, No 6, 2011.
The directors are of the opinion that the Consolidated and Separate financial statements give a true and fair view of the state of the financial affairs of the Group and of its loss for the year ended 31 March 2017. The directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.
Nothing has come to the attention of the Directors to indicate that the Group will not remain a going concern for at least twelve months from the date of this consolidated and separate financial statement.
On behalf of the Directors of the company
High Chief (Sir) Simeon O. Oguntimehin, OON Olugbenga Ladipo Chairman Managing Director FRC/2013/ICAN/00000003428 FRC/2013/ICAN/00000003252
29th December, 2017
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A member firm of Ernst & Young Global Limited
TO THE MEMBERS OF ACADEMY PRESS PLC
Report on the Audit of the Consolidated and Separate Financial Statements
OpinionWe have audited the consolidated and separate financial statements of Academy Press 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, the consolidated and separate statements of changes in equity and the consolidated and separate statements of cash flows for the year then ended, and notes to the consolidated and separate financial statements, including a summary of significant accounting policies.
In our opinion, the consolidated and separate financial statements give a true and fair view of the financial position of Academy Press Plc and its subsidiaries as at 31 March 2017, and their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board, and the relevant provisions of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004 and the requirements of the Financial Reporting Council of Nigeria Act No. 6, 2011.
Basis for OpinionWe conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report. We are independent of the Group and the Company in accordance with International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) and other independence requirements applicable to performing the audit of Academy Press Plc. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code, and in accordance with other ethical requirements applicable to performing the audit of Academy Press Plc. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit MattersKey audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated and separate financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated and separate financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated and separate financial statements.
Report of the Independent Auditors
Ernst & Young10th FloorUBA House57, MarinaP. O. Box 2442, MarinaLagos.
Key Audit Matter How the matter was addressed in the audit
Impairment of investments in subsidiaries
Academy Press PLC owns 63.57% in Academy Press Specialized Print Services L imited (APSPSL ) and 65.16% in Lithotec Limited of their equities which are non-listed. The investments in the companies are accounted for under the equity method and considered for impairment during the year due to significant or prolonged decline in value of APSPSL and liquidation of Lithotec Limited. Investment in the subsidiaries is significant to our audit due to the Company’s share of the subsidiaries net income, the carrying value of the investment, the net liability and judgment applied in determining if a decline in value is significant and temporary or prolonged. At 31 March 2017, the Investments in the two subsidiaries amounted to N=49.5m and impairment provision have been made for this. See Notes 2.3.10 and 17 for policies and balances relating to impairment of investments in subsidiaries.
Our audit procedures included, among other things, an instruction to the statutory auditors of the two subsidiaries to perform an audit on the relevant financial information for the purpose of the consolidated financial statements of Academy Press Plc. During the year, we discussed the risk assessment, audit strategy of the statutory auditor, as well as any significant developments as at year end. Subsequently we performed a file review of the component auditor’s working papers. Also, we further evaluated management's considerations of the impairment indicators of the investment, including Property Plant and Equipment and other assets, in the subsidiaries. In such consideration, the fair value of the non-listed shares of the subsidiaries is used as a starting point to assess whether any significant prolonged and other than temporary decline in value exists, next to a qualitative assessment. We have among other things analyzed the trend in the net liability of APSPSL, and evaluated the results for potential valuation issues for the investment in APSPSL. We also assessed the adequacy of the Company's disclosure in Note 17 Investments in subsidiaries.
Impairment of Trade Receivables
Trade receivable balances were significant to the Company/Group as they represent 56% of current assets and 24% of the consolidated net assets. The collectibility of trade receivables is a key element of Academy Press Plc’s working capital management, which is managed on an ongoing basis by management. Management considers factors such as the age of the balance, location of customers, and existence of disputes, recent historical payment patterns and any other available information concerning the creditworthiness of counterparties. Management uses this information to determine whether an allowance for impairment is required either for a specific transaction or for a customer's balance overall. Given the nature of the businesses and requirements of the customers, the assessment of the collectibility of trade receivables was a key audit matter. See Notes 2.3 and 19 for policies and balances of impairment trade receivables.
In assessing the impairment of trade receivables, we have challenged the assumptions used to calculate the trade receivables impairment amount, notably through detailed analyses of ageing of receivables, credit limits of customers, assessment of significant overdue individual trade receivables and assessing specific local risks, combined with legal documentation, where applicable.
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Report of the Independent Auditors
Key Audit Matter How the matter was addressed in the audit
Impairment of Property Plant and Equipment (PPE)
The Company operates a paper printing production facility, due to the prolonged below-target return on capital employed, under-utilization of the printing plant and equipment, and the fact that the carrying amount of the net assets was higher than the market capitalization of the Company, the Management Board performed the annual impairment test with respect to its production assets amounting to N=1.2 billion as at 31 March 2017. Based on the outcome of this impairment test, the Company has not recognised an impairment charge. This area was important to our audit due to the size of the production asset carrying value (80% of the Company’s total assets as at 31 March 2017) as well as the judgment involved in the assessment of the recoverability of the invested amounts. This assessment requires the Management and the Board to make assumptions to be used in the underlying cash flow forecasts. The assumptions include expectations for sales and margin developments and overall market and economic conditions which have been disclosed in Note 3 to the consolidated and separate financial statements.
Our audit procedures included, amongst others, evaluating and reviewing the assumptions and methodologies used by the Company, We especially reviewed the assumptions about sales growth rates, developments in raw material and prices, the timing of the forecasted recovery of overall market and economic conditions, the sustainability of the working capital improvement in 2017, the level of the WACC, Furthermore, we focused on the adequacy of the disclosures on the assumptions and the outcome of the impairment test, and on the adequacy of the sensitivity analysis in the financial statements.
Other InformationThe directors are responsible for the other information. The other information comprises the Directors’ Report, the Audit Committee Report, Corporate Governance Report, Consolidated and Separate Value Added Statements, Group and Company Five-year Financial Summary as required by the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004. The other information does not include the financial statements and our auditors’ report thereon. Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express an audit opinion or 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 on the other information obtained prior to the date of this auditors’ report, 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.
Responsibilities of the Directors for the Consolidated and Separate Financial StatementsThe directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with International Financial Reporting Standards issued by IASB, the provisions of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004 and in compliance with the Financial Reporting Council of Nigeria Act, No 6, 2011, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated and separate 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’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 or to cease operations, or have no realistic alternative but to do so.
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Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial StatementsOur 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 auditors’ 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 misstatement 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 consolidated and separate financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
● 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 control.
● 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’s internal control.
● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
● Conclude on the appropriateness of the 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’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 to cease to continue as a going concern.
● Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
● 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 and separate financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Directors 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 thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, 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 disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
Report of the Independent Auditors
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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.
Report on Other Legal and Regulatory RequirementsIn accordance with the requirement of Schedule 6 of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004, we confirm that:
(i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(ii) in our opinion proper books of account have been kept by the Group in so far as it appears from our examination of those books; and
(iii) the Group’s and the Company’s consolidated and separate statements of financial position and consolidated and separate statements of profit or loss and other comprehensive income are in agreement with the books of account.
Omolola Alebiosu, FCAFRC/2012/ICAN/00000000145For: Ernst & Young
8th January, 2018
Lagos, Nigeria.
Report of the Independent Auditors
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Consolidated and Separate Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31st March, 2017
Group Company 31 March 31 March 31 March 31 March 2017 2016 2017 2016 Restated Restated Notes N=’000 N=’000 N=’000 N=’000Revenue 6 2,117,452 2,047,675 1,842,636 1,779,944Cost of sales 7 (1,737,545) (1,522,455) (1,516,933) (1,314,029)
Loss before taxation (387,459) (93,510) (353,426) (34,937)
Taxation 13.1 (125,266) 26,187 (133,665) 25,052
Loss after taxation (512,725) (67,323) (487,091) (9,885)
Other comprehensive income:Other comprehensive income not to be reclassified to profit or loss in subsequent periods (net of tax):
Actuarial gain/(loss) on defined benefit plans; net of tax 16,206 (28,390) 14,250 (27,185)Taxation (4,862) 8,517 (4,275) 8,156
Other comprehensive income/(loss) net of tax 11,344 (19,873) 9,975 (19,029)
Total comprehensive (loss)/income for the year; net of tax (501,381) (87,196) (477,116) (28,914)Total Loss attributable to: Equity holders of the parent (480,955) (46,869) (487,091) (9,885)Non-controlling interest (31,770) (20,454) — —
(512,725) (67,323) (487,091) (9,885)Total comprehensive Loss attributable to: Equity holders of the parent (469,113) (67,049) (477,116) (28,914)Non-controlling interest (32,268) (20,147) — —
(501,381) (87,196) (477,116) (28,914)
Basic/Diluted loss per share (N=) 14 (0.80) (0.08) (0.81) (0.02)
See notes to the consolidated and separate financial statements.
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Consolidated and Separate Statements of Financial PositionAs at 31st March, 2017
Group Company 31 March 31 March 31 March 31 March 31 March 31 March 2017 2016 2015 2017 2016 2015 Restated Restated Restated Restated Notes N=’000 N=’000 N=’000 N=’000 N=’000 N=’000Non-current assetsProperty, plant and equipment 15 1,806,019 2,171,119 2,504,851 1,220,346 1,537,770 1,774,992Intangible assets 16 903 1,302 1,655 903 1,181 1,459Deferred tax assets 13.4 — 112,037 44,296 — 119,849 54,235Retirement benefit assets 25 — 6,493 — — 22,382 —Investment in subsidiaries 17 — — — — 49,550 49,550 1,806,922 2,290,951 2,550,802 1,221,249 1,730,732 1,880,236Current Assets Inventories 18 381,314 600,991 363,669 307,827 503,212 281,196Trade and other receivables 19 698,342 683,772 865,174 656,177 546,955 721,138Cash ad short term deposit 21 88,972 95,358 110,016 76,314 93,454 102,450Asset held for sale 22 — 2,381 — — 2,381 — 1,168,628 1,382,502 1,338,859 1,040,318 1,146,002 1,104,784Total asset 2,975,550 3,673,453 3,889,661 2,261,567 2,876,734 2,985,020
Total liabilities 2,750,412 2,946,934 3,074,983 2,001,092 2,139,143 2,217,552
Total equity & liabilities 2,975,550 3,673,453 3,889,661 2,261,567 2,876,734 2,985,020
The Consolidated and separate audited financial statements was approved by Board of Directors on 13 December, 2017 and signed on its behalf by:
High Chief (Sir) Simeon O. Oguntimehin, OON Olugbenga Ladipo Chairman Managing Director FRC/2013/ICAN/00000003428 FRC/2013/ICAN/00000003252 Tajudeen A. Lawal ChiefFinanceOfficer FRC/2013/ICAN/00000002841 See notes to the consolidated and separate financial statements.
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Group Non- Share Retained Share controlling capital earnings premium interest Total N=’000 N=’000 N=’000 N=’000 N=’000
As at 1 April 2014 252,000 436,795 25,474 21,993 736,262 Adjustment on correction of error — 68,756 — 9,660 78,416
As at 1 April 2015 (Restated) 252,000 505,551 25,474 31,653 814,678Loss for the year — (46,869) — (20,454) (67,323)Other comprehensive (loss)/income; net of tax — (20,181) — 308 (19,873)Bonus issue expenses — — (963) — (963)Bonus issued 50,400 (50,400) — — — As at 31 March 2016 (Restated) 302,400 388,101 24,511 11,507 726,519Loss for the year — (480,955) — (31,770) (512,725)Other comprehensive income/(loss); net of tax — 11,843 — (499) 11,344
As at 31 March 2017 302,400 (81,011) 24,511 (20,762) 225,138
Company Share Retained Share Capital Earnings Premium Total N='000 N='000 N='000 N='000
As at 1 April 2014 252,000 446,875 25,474 724,349Adjustment on correction of error — 43,119 — 43,119
As at 1 April 2015 (Restated) 252,000 489,994 25,474 767,468Loss for the year — (9,885) — (9,885)Other comprehensive loss; net of tax — (19,029) — (19,029)Bonus issue expenses — — (963) (963)Bonus issued 50,400 (50,400) — —
As at 31 March 2016 (Restated) 302,400 410,680 24,511 737,591Loss for the year — (487,091) — (487,091)Other comprehensive income; net of tax — 9,975 — 9,975
As at 31 March 2017 302,400 (66,436) 24,511 260,475
See notes to the consolidated and separate financial statements.
Consolidated and Separate Statement of Changes in EquityFor the year ended 31st March, 2017
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Consolidated and Separate Statements of Cash FlowsFor the year ended 31st March, 2017
Group Company 31 March 31 March 31 March 31 March 2017 2016 2017 2016 Notes N=’000 N=’000 N=’000 N=’000Operating activities:(Loss)/profit before taxation (387,459) (93,510) (353,426) (34,937)
Adjustment to reconcile net profit to net cashDepreciation 15 378,456 364,669 342,699 343,533Amortisation 16 399 353 278 278Loss on PPE disposed 36,154 177,115 4 2,456Government grant (105,843) (55,007) (105,843) (55,007)Finance costs 11 226,661 238,782 144,805 199,700Finance income 12 (2,714) (1,247) (2,714) (1,247)Define benefit charge (3,670) 30,971 (8,588) 23,457Impairment of investment in subsidiary — — 49,550 —
141,984 662,126 66,765 478,233Changes in assets and liabilitiesDecrease/(increase) in inventories 219,677 (237,322) 195,385 (222,016)(Increase)/decrease in trade debtors (14,570) 181,402 (109,222) 174,183(Decrease/Increase) in payable/accruals (435,699) 209,041 (466,070) 217,419
Cash (used in)/generated by operating activities (110,957) 695,042 (331,910) 561,228
Investing activitiesPurchase of PPE 15 (47,129) (213,289) (22,899) (114,004)Proceed from sale of PPE — 2,856 — 2,856Interest received 12 2,714 1,247 2,714 1,247
Cash used in investing activities (44,415) (209,186) (20,185) (109,901)
Financing activitiesRepayments/(Proceed) from loans and borrowings 298,877 (186,159) 397,598 (286,025)Government grant received 116,946 — 116,946 —Bonus issue expenses — (963) — (963)Interest paid 11 (226,661) (238,782) (144,805) (199,700)
189,162 (425,904) 369,739 (486,688)
Increase/(decrease) in cash and cash equivalents 33,790 59,952 17,644 (35,361)Cash and cash equivalents at the beginning of the year 13,694 (46,258) 16,757 52,118
Cash and cash equivalents at the end of the year. 47,484 13,694 34,401 16,757
See notes to the consolidated and separate financial statements.
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1. Corporate information The consolidated and separate financial statements ofAcademyPressPlc and its subsidiaries
(ii) Foreign Operations Onconsolidation, theassetsand liabilitiesof foreignoperationsare translated intoNairaat
the rate of exchangeprevailingat the reportingdateand their statement of comprehensive incomearetranslatedatexchangeratesthatapproximatetheexchangeratesat thedateof transactionswhichisoftenanaverageratefortheperiod.Theexchangedifferencesarising on translation forconsolidationare recognised inothercomprehensive income.Ondisposal ofaforeignoperation,thecomponentofothercomprehensiveincomerelatingtothatparticular foreignoperationisrecognisedinprofitorloss.
2.3.2 Revenue recognition Revenueisrecognisedtotheextentthat it isprobablethattheeconomicbenefitswillflowtothe
Anitemofproperty,plantandequipmentandanysignificantpartinitiallyrecognisedisderecognisedupondisposalorwhennofutureeconomicbenefitsareexpectedfromitsuseordisposal.Anygainorlossarisingonde-recognitionoftheasset(calculatedasthedifferencebetweenthenetdisposalproceedsand thecarryingamountof theasset) is included inprofitand losswhen theasset isderecognised.
Intangible assetswith finite lives are amortisedover the useful economic life andassessed forimpairmentwheneverthereisanindicationthattheintangibleassetmaybeimpaired.Theamortisationperiodandtheamortisationmethodforanintangibleassetwithafiniteusefullifearereviewedatleastattheendofeachreportingperiod.Changesintheexpectedusefullifeortheexpectedpatternofconsumptionoffutureeconomicbenefitsembodiedintheassetsareconsideredtomodifytheamortisationperiodormethod,asappropriate,andaretreatedaschangesinaccountingestimates.Theamortisationexpenseonintangibleassetswithfinitelivesisrecognisedintheprofitandlossastheexpensecategorythatisconsistentwiththefunctionoftheintangibleassets.
courseofbusiness fromsuppliers.Tradepayablesareclassifiedascurrent liabilities if paymentisduewithinoneyear(orinthenormaloperatingcycleofthebusiness,iflonger).Ifnot,theyarepresentedasnon-currentliabilities.Tradeandotherpayablesarerecognisedinitiallyatfairvalueandsubsequentlymeasuredatamortisedcostusingtheeffectiveinterest.
(ii) Derecognition of financial liabilities A financial liability is derecognisedwhen the obligation under the liability is discharged or
cancelled,orexpires.Whenanexistingfinancialliabilityisreplacedbyanotherfromthesame lender on substantially different terms, or the termsof an existing liability are substantially modified,suchanexchangeormodificationistreatedasthederecognitionoftheoriginalliability and the recognition of a new liability.The difference in the respective carrying amounts is recognisedinprofitandloss.
Off-setting of financial instruments Financialassetsandfinancialliabilitiesareoffsetandthenetamountisreportedintheconsolidated
(a) Defined contribution scheme InlinewithstatutoryprovisionsofthePensionReformAct2014,theGroupanditsemployees
contribute to statutory defined contribution pension scheme for its employees.Employees contributionsof8%of their insurableearnings (basic,housingand transport) to thescheme arefundedthroughpayrolldeductionswhiletheGroup’scontributionsof10%arechargedto profitor loss.TheFundswhich isdefinedcontributionplansare independentlyadministered withnoobligationsontheGroupotherthanthedefinedcontributionasapercentageofemployees’ qualifyingremunerations.Bothemployees’andthegroup’sshareofthecontributionsarecharged asstaffcostintheadministrativeexpensesintheprofitandlosswhentheemployeerendersthe service.
Notes to the Consolidated and Separate Financial StatementsFor the year ended 31st March, 2017
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(b) Defined benefit scheme TheGrouphasadefinedbenefitgratuityschemefor itsemployeeswhich isfundedunder
Remeasurements,comprisingofactuarialgainsandlosses,theeffectoftheassetceiling,excludingamounts included innet interestonthenetdefinedbenefit liabilityandthereturnonplanassets(excluding amounts included in net interest on the net defined benefit liability), are recognisedimmediately in thestatementoffinancialpositionwithacorrespondingdebitorcredit toretainedearningsthroughOCIintheperiodinwhichtheyoccur.Remeasurementsarenotreclassifiedtoprofitorlossinsubsequentperiods.
TheGrouprecognisesthefollowingchangesinthenetdefinedbenefitobligationunder‘costofsales’,‘administrationexpenses’and ‘sellinganddistributionexpenses’ in theconsolidatedstatementofprofitorloss(byfunction):
● Service costs comprising current service costs, past-service costs, gains and losses on curtailmentsandNon-routinesettlements
TheGroup uses valuation techniques that are appropriate in the circumstances and forwhichsufficientdataareavailabletomeasurefairvalue,maximisingtheuseofrelevantobservableinputsandminimisingtheuseofunobservableinputs.
Forassetsandliabilitiesthatarerecognisedinthefinancialstatementsatfairvalueonarecurringbasis, theGroupdetermineswhether transfershaveoccurredbetween levels in thehierarchybyre-assessing categorisation (based on the lowest level input that is significant to the fair valuemeasurementasawhole)attheendofeachreportingperiod.
2.3.17 Earnings per share Thegrouppresentsbasic/dilutedearningspershare(EPS)dataforitsordinaryshares.BasicEPS
.4 In 2015and2016, the company (AcademyPress) included in its definedbenefit obligationemployeebenefitliabilitytheamountforPensionPayableandNationalhousingfundpayable,thus incorrectlymisstating theamountdisclosedasemployeebenefit liability in thefinancialstatement in the twoyearsandsubsequentlyat thesametimeunderstating tradeandotherpayablesStatementofFinancialPositionlineitemsin2015and2016financialstatements.
Impact on consolidated and separate statements of cash flows Netimpactonoperatingactivities (16,539) 123,766 Netimpactoninvestingactivities (447) (1,247) Netimpactonfinancingactivities 48,619 (91,685) Net impact on cash and cash equivalents 31,633 30,834
3. Significant accounting judgements, estimates and assumptions ThepreparationoftheGroup’sconsolidatedandseparatefinancialstatementsinconformitywithIFRS
requiresmanagementtomakejudgements,estimatesandassumptionsthataffecttheapplicationof accounting policies and reported amounts of revenues, expenses, assets and liabilities, andtheaccompanyingdisclosures,andthedisclosureofcontingentliabilities.Uncertaintyabouttheseassumptionsandestimatescouldresultinoutcomesthatrequireamaterialadjustmenttothecarryingamountoftheassetorliabilityaffectedinfutureperiods.
Notes to the Consolidated and Separate Financial StatementsFor the year ended 31st March, 2017
TheGroupplanstoadoptthenewstandardontherequiredeffectivedate.During2016,theGrouphas performeda high-level impact assessment of all three aspects of IFRS9.This preliminaryassessmentisbasedoncurrentlyavailableinformationandmaybesubjecttochangesarisingfromfurtherdetailedanalysesoradditionalreasonableandsupportableinformationbeingmadeavailabletotheGroupinthefuture.Overall,theGroupexpectsnosignificantimpactonitsbalancesheetandequityexceptfortheeffectofapplyingtheimpairmentrequirementsofIFRS9.TheGroupexpectsahigherlossallowanceresultinginanegativeimpactonequityandwillperformadetailedassessmentinthefuturetodeterminetheextent.
(a) Classification and measurement TheGroupdoesnotexpectasignificantimpactonitsbalancesheetorequityonapplyingthe
IFRS 2 Classification and Measurement of Share-based Payment Transactions AmendmentstoIFRS2TheIASBissuedamendmentstoIFRS2Share-basedPaymentthataddress
threemainareas:theeffectsofvestingconditionsonthemeasurementofacash-settledshare-basedpayment transaction; theclassificationofashare-basedpayment transactionwithnetsettlementfeatures forwithholding tax obligations; and accountingwhere amodification to the terms andconditionsofashare-basedpaymenttransactionchangesitsclassificationfromcashsettledtoequitysettled.Onadoption,entitiesarerequiredtoapplytheamendmentswithoutrestatingpriorperiods,butretrospectiveapplicationispermittedifelectedforallthreeamendmentsandothercriteriaaremet.Theamendmentsareeffectiveforannualperiodsbeginningonorafter1stJanuary2018,withearlyapplicationpermitted.ThisamendmentwillnothaveanyeffectontheGroup.
4746
Notes to the Consolidated and Separate Financial StatementsFor the year ended 31st March, 2017
Amendments to IFR S 10 and IAS 28: SaleorContributionofAssetsbetweenanInvestoranditsAssociateorJointVenture.TheamendmentsaddresstheconflictbetweenIFRS10andIAS28indealingwiththelossofcontrolofasubsidiarythatissoldorcontributedtoanassociateorjointventure.Theamendmentsclarifythatthegainorlossresultingfromthesaleorcontributionofassetsthatconstituteabusiness,asdefinedinIFRS3,betweenaninvestoranditsassociateorjointventure,isrecognisedinfull.Anygainor lossresultingfromthesaleorcontributionofassetsthatdonotconstituteabusiness,however,isrecognisedonlytotheextentofunrelatedinvestors’interestsintheassociateorjointventure.TheIASBhasdeferredtheeffectivedateoftheseamendmentsindefinitely,butanentitythatearlyadoptstheamendmentsmustapplythemprospectively.TheGrouphasnotassessedtheimpactofthisstandard.
IAS 7 Disclosure Initiative — Amendments to IAS 7 TheamendmentstoIAS7StatementofCashFlowsarepartoftheIASB’sDisclosureInitiativeand
Amendments to IAS 12 Income Taxes: Recognition of Deferred Tax Assets for Unrecognised Losses
Theamendmentsclarifythatanentityneedstoconsiderwhethertax lawrestrictsthesourcesoftaxableprofitsagainstwhichitmaymakedeductionsonthereversalofthatdeductibletemporarydifference. Furthermore, the amendments provide guidanceonhowanentity should determinefuturetaxableprofitsandexplainthecircumstancesinwhichtaxableprofitmayincludetherecoveryofsomeassetsformorethantheircarryingamount.Entitiesarerequiredtoapplytheamendmentsretrospectively.However,oninitialapplicationoftheamendments,thechangeintheopeningequityoftheearliestcomparativeperiodmayberecognisedinopeningretainedearnings(orinanothercomponentofequity,asappropriate),withoutallocatingthechangebetweenopeningretainedearningsandothercomponentsofequity.Entitiesapplyingthisreliefmustdisclosethatfact.TheGroupappliedtheamendmentsretrospectively.However,theirapplicationhasnoeffectontheGroup’sfinancialpositionandperformanceastheGrouphasnodeductibletemporarydifferencesorassetsthatareinthescopeoftheamendments.
Amendments to IAS 27: Equity Method in Separate Financial Statements Theamendmentsallowentitiestousetheequitymethodtoaccountforinvestmentsinsubsidiaries,
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations Assets(ordisposalgroups)aregenerallydisposedofeitherthroughsaleordistributiontotheowners.
involvementinafinancialasset.Anentitymustassessthenatureofthefeeandthearrangementagainst the guidance for continuing involvement in IFRS7 in order to assesswhether thedisclosuresare required.Theassessmentofwhichservicingcontracts constitute continuinginvolvementmust be done retrospectively.However, the required disclosures need not beprovidedforanyperiodbeginningbeforetheannualperiodinwhichtheentityfirstappliestheamendments.
(ii) Applicability of the amendments to IFR S 7 to condensed interim financial statements Theamendmentclarifiesthattheoffsettingdisclosurerequirementsdonotapplytocondensed
statementsorincorporatedbycross-referencebetweentheinterimfinancialstatementsandwherevertheyare includedwithin the interimfinancial report(e.g., in themanagementcommentaryorriskreport).Theotherinformationwithintheinterimfinancialreportmustbeavailabletousersonthesametermsastheinterimfinancialstatementsandatthesametime.Thisamendmentisappliedretrospectively.TheseamendmentsdonothaveanyimpactontheGroup.
Amendments to IAS 1 Disclosure Initiative TheamendmentstoIAS1clarify,ratherthansignificantlychange,existingIAS1requirements.The
Notes to the Consolidated and Separate Financial StatementsFor the year ended 31st March, 2017
5. Segment information Formanagement purposes, theGroup is organised into businessunits basedon their products
andservices.Thestrategicbusinessunitsofferdifferentproductsandservices,andaremanagedseparately because they require different technology andmarketing strategies. For eachof thestrategicbusinessunits,theExecutiveManagementTeamreviewsinternalmanagementreportsonatleastaquarterlybasis.
17.1Allowances for Impairment of subsidiaries Total N=’000 At1April2014 49,550 Chargefortheyear — At1April2015 49,550 Chargefortheyear — At1April2016 49,550 Chargefortheyear (49,550) At31March2017 —
5958
Notes to the Consolidated and Separate Financial StatementsFor the year ended 31st March, 2017
17.1Allowances for Impairment of subsidiaries — Continued Company 2017 2016 ₦’000 ₦’000 Country of incorporation and Operation and % holding AcademyPressSpecialisedPrintServicesLimited Nigeria—63.57% — 44,500 LithotecLimited Nigeria—65.16% — 5,050
— 49,550
17.2. Material partly-owned subsidiaries Financialinformationofsubsidiariesthathavematerialnon-controllinginterestsisprovidedbelow:
Thecostof InventoryWriteoff in theAdministrativeexpensefor theGroup in theyearamountedto N=26.269million(2016:N=3million)whichisattributabletodifferencesinphysicalcountofinventoryand amountinitiallyrecordedinthebooksbeforeinventorycount.
As at 31 March 2017, Group trade receivables of an initial value of N=59.4 million (2016: N=34million)were impaired and fully provided forwhileCompany trade receivables of an initial valueofN=53.58million (2016:N=27.79million)were impairedand fully provided for.SeeNote19.1 belowforthemovementsintheprovisionforimpairmentofreceivablesfortheCompanyandtheGroup
Asat31March,theageinganalysisoftradereceivablesfortheGroupandtheCompanyareasfollows: Group Neither past due Total nor impaired >30 days >60 days >90 days N=’000 N=’000 N=’000 N=’000 N=’000
Notes to the Consolidated and Separate Financial StatementsFor the year ended 31st March, 2017
19.2 Ageing analysis Company Neither past due Total nor impaired >30 days >60 days >90 days N=’000 N=’000 N=’000 N=’000 N=’000 31March2017 403,013 173,607 26,375 119,476 83,555 31March2016 386,044 146,873 11,131 28,738 199,302 31March2015 499,369 267,051 19,943 36,582 175,793
24.1 Enterprise Development Company Limited ThecommercialnotefacilityofN=30,000,000wasobtainedfromarelatedparty-EnterpriseDevelopment
CompanyNigeria Limited towards enhancement of theCompany’sworking capitalwith nodefiniterepaymentdate.Thefacilitywasgrantedataninterestrateof13%perannum
24.2 Stanbic IBTC Bank Plc InOctober,2014Stanbic IBTCBankfinanced theacquisitionofsix (6)newmotorvehicleswith the
The liabilities are actuarially determined using the projected incomemethod.The following tablessummarisethecomponentsofnetbenefitexpenserecognisedintheprofitorloss,actuarialgain/lossinOCIandtheamountsrecognisedinthestatementoffinancialpositionfortheplan.
6968
Notes to the Consolidated and Separate Financial StatementsFor the year ended 31st March, 2017
Group Company 2017 2016 2015 2017 2016 2015 Restated Restated Restated Restated N=’000 N=’000 N=’000 N=’000 N=’000 N=’00025.1 Net Benefit Expense recognised in profit or loss Currentservicecost 4,068 10,417 10,380 3,636 8,792 7,924 Interestcostonbenefitobligation 8,080 23,941 27,757 7,218 22,723 24,687
Group Company 2017 2016 2017 2016 Number Number Number Number Upto —1,050,000 252 252 225 227 1,050,001 — 2,050,000 22 36 20 29 2,050,001 andabove 3 11 2 9
theuseofbankoverdrafts,bankloansandfinanceleases.Thegroupassessedtheconcentrationofriskwithrespecttorefinancingitsdebtandconcludedittobelow.Accesstosourcesoffundingissufficientlyavailableanddebtmaturingwithin12monthscanberolledoverwithexistinglenders.Liquidityriskistheriskthatthegroupwillencounterdifficultyinmeetingtheobligationsassociatedwithitsfinancialliabilitiesthataresettledbydeliveringcashoranotherfinancialasset.Thegroup'sapproach tomanaging liquidity is toensure,as faraspossible, that itwillalwayshavesufficientliquiditytomeetitsliabilitieswhendue,underbothnormalandstressedconditions,withoutincurringunacceptablelossesorriskingdamagetotheCompany'sreputation.Recenttimeshaveproventhecreditmarketssituationcouldbesuchthatitisdifficulttogeneratecapitaltofinancelong-termgrowthoftheCompany.Thegrouphasaclearfocusonfinancinglong-termgrowthandtore-financematuringdebtobligation.Financingstrategiesareundercontinuousevaluation.
Group Group Carrying value Fair Value 31 Mar 31 Mar 31 Mar 31 Mar 31 Mar 3 1 Mar 2017 2016 2015 2017 2016 2015 ₦'000 ₦'000 ₦'000 ₦'000 ₦'000 ₦'000 Financial assets Tradeandotherreceivables 698,342 683,772 865,174 698,342 683,772 865,174 Cashandbank 88,972 95,358 110,016 88,972 95,358 110,016 Total 787,314 779,130 975,190 787,314 779,130 975,190
Group Company 2017 2016 2017 2016 N=’000 N=’000 N=’000 N=’000
Turnover 2,117,452 2,047,675 1,842,636 1,779,944Cost of services — L ocal (1,620,429) (1,235,389) (1,447,126) (988,740)
497,023 812,286 395,510 791,204 Other Operating income 106,075 58,296 105,843 57,879
Value added 603,098 870,582 501,353 849,083
% % % %APPLIED AS FOLLOWS: To employees: — Wages, salaries and other benefits 385,041 64 360,288 41 366,997 73 340,509 40
To providers of capital: — Interest 226,661 37 238,782 27 144,805 29 199,700 24To pay government: as company taxes 18,091 3 33,578 4 18,091 4 32,947 4
To provide for replacement of assets and expansion of business: Depreciation 378,056 63 364,669 42 342,699 68 343,533 40Amortisation 399 — 353 — 278 — 278 —Deferred taxation 107,175 18 (54,758) (6) 115,574 23 (52,203) (6)Retained profit/(loss) (512,725) (85) (72,330) (8) (487,091) (97) (15,681) (2)
603,098 100 870,582 100 501,353 100 849,083 100
The value added represents the wealth created through the use of the Company's assets by its own and its employees’ efforts. This statement shows the allocation of wealth amongst employees, capital providers, government and that retained for future creation of wealth.
Statement of Value Added
84
Group
31 March 31 March 31 March 31 March 31 March 2017 2016 2015 2014 2013 Restated Restated N=’000 N=’000 N=’000 N=’000 N=’000NON-CURRENT ASSETSProperty, plant and equipment 1,806,019 2,171,119 2,504,851 2,671,322 1,444,836Intangible assets 903 1,302 1,655 1,181 1,541Deferred taxation assets — 112,037 — — —Employee benefit assets — 6,498 — — —Net current (liabilities)/assets (684,590) (853,199) (1,153,384) (730,837) 573,247
FBN General Insurance Ltd. 298, Ikorodu Road, Anthony Village, Lagos.
LASACO Assurance Plc, 172, Herbert Macaulay Street, Yaba, Lagos.
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PROXY FORMAcademy Press Plc
53rd Annual General Meeting to be held at 12.00 noon on Thursday 22nd February, 2018 at the Registered Office of the Company, 28/32, Industrial Avenue, Ilupeju Industrial Estate, Ilupeju, Lagos.
hereby appoint**...............................................................or failing him/her, the Chairman of the meeting as my/our proxy to act and vote for me/us and on my/our behalf at the 2017 Annual General Meeting of the Company to be held on Thursday 22nd February, 2018 and at any adjournment thereof.
Dated this 22nd day of January, 2018.
Shareholder’s Signature:_____________________
IF YOU ARE UNABLE TO ATTEND THE MEETINGA member (shareholder) who is unable to attend an Annual General Meeting is allowed by law to vote on a poll by a proxy. The above Proxy Form has been prepared to enable you to exercise your right to vote in case you cannot personally attend the meeting. Provision has been made on this form for the Chairman of the meeting to act as your proxy, but if you wish, you may insert in the blank space marked** on the form, the name of any person whether a member of the Company or not who will attend the meeting and vote on your behalf instead of the Chairman of the meeting.
Before posting the above Proxy Form, please tear off this part and retain it for admission to the meeting.
ADMISSION CARD ACADEMY PRESS PLC
RC 3915
53rd Annual General Meeting to be held at 12.00 noon on Thursday 22nd February, 2018 at the Registered Office of the Company, 28/32, Industrial Avenue, Ilupeju Industrial Estate, Ilupeju, Lagos.
Name of Shareholder {____________________________________ } Number of Shares { ______________}
Signature of person attending: __________________________________________________
NOTE: This admission card must be produced by the shareholder or his/her proxy in order to be admitted at the meeting. Shareholders or their proxies are requested to sign the admission card before attending the meeting.
Please sign and stamp (at the Stamp Duty office) this Proxy Form and post it so as to reach the address on the other side not later than 11.00 a.m. of Thursday 22nd February, 2018 if executed by a Corporation, the proxy should be sealed with the Common Seal.
Please indicate with an ‘X’ in the appropriate space how you wish your votes to be cast on the resolutions set out above. Unless otherwise instructed, the proxy will vote or abstain from voting at his/her discretion.
Numbers of Shares
No. Resolutions For Against
1. To lay before the Meeting the Report of the Directors, the Financial Statements for the year ended 31st March, 2017 and the Reports of the Auditors and the Audit Committee thereon.
2. To re-elect Directors.
3. To ratify the Appointment of a Director.
4. To authorize the Directors to fix the Auditors’ remuneration.
5. To approve the remuneration of Directors.
6. To elect members of the Audit Committee.
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Please affix stamp
The Registrar,Pace Registrars Limited,Knight Frank Building (8th Floor),24, Campbell Street, Lagos.
