Transcorp AR Visual2 - Transnational Corporation of Nigeria Plc

Transcription

ANNUAL REPORT AND
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
RC. 61123 8
Ideas Opportunit ies Wealth
1
Content
Pages
Corporate Information
2
Notice of Annual General Meeting
3
Chairman's Statement
4-7
Board of Directors Pictures
8-9
Corporate Governance Report
10-20
Directors' Report
21-24
Statement of Directors' Responsibilities
25
Report of the Audit Committee
26
Report of the Independent Auditors
27-28
Statement of Significant Accounting Policies
29-33
Profit and Loss Account
34
Balance Sheet
35
Cash Flow Statement
36
Notes to the Financial Statements
37 - 46
Statement of Value Added
47
Five year Financial Summary
48
Proxy Form
49
Mandate Form
50
Notes
51-52
Annual Report & Consolidated Financial Statements
For the Year Ended 31 December 2010
2
Corporate Information
Company Registration No. RC 611238
Registered Office:
11, Alfred Rewane Road, Ikoyi, Lagos, Nigeria.
Board of Directors:
Prof. Mrs. Ndi Okereke-Onyiuke, OON Chairman
Mr. Nicholas Okoro, GMD/CEO
Otunba Funso Lawal, OON
Mr. Adegboyega Olulade
Dr. Olusegun Salako (representing Nashville Capital Partners) resigned March 2011
Dr. Julius Kpaduwa (representing Nashville Capital Partners) appointed March 2011
Olorogun O’tega Emerhor, OON
Mr. Kayode Fasola
Mr. Femi Otedola (resigned February 2011)
Mr. Emmanuel Nnorom (resigned April 2011)
Mr. Tony Elumelu, MFR (appointed April, 2011)
Chief O.B. Lulu-Briggs (alternate Chief Mrs. Seinye O.B. Lulu-Briggs)
Alhaji Mohammed Nasir Umar
Auditors:
PricewaterhouseCoopers
Chartered Accountants
Plot 252E Muri Okunola Street
Victoria Island, Lagos.
Bankers:
UBA Plc
Zenith Bank Plc
First Bank of Nigeria Plc
Union Bank of Nigeria Plc
Intercontinental Bank Plc
Wema Bank Plc
Skye Bank Plc
Unity Bank Plc
Company Secretary:
Mrs. Helen Iwuchukwu
11, Alfred Rewane Road,
Ikoyi, Lagos
Registrars:
Afribank Registrars
2A, Gbagada Expressway
Anthony Village, Lagos
3
NOTICE IS HEREBY GIVEN that the 5th Annual General Meeting of Transnational Corporation of Nigeria
(Transcorp) PLC will be held on Thursday the 15th day of September 2011. at the Transcorp Hilton
Hotel, No 1, Aguiyi Ironsi Street, Maitama, Abuja, FCT at 11.00am for the transaction of the following
business:
Ordinary Business
To receive and consider the audited accounts for the year ended 31 December, 2010 and the report of
the Directors, Auditors and Audit committee thereon.
To re-elect the retiring directors.
To confirm the appointment of Mr. Tony Elumelu, MFR and Dr. Julius Kpaduwa to the Board of
Directors.
To fix the remuneration of the directors.
To re-appoint the Auditors
To authorize the Directors to fix the remuneration of the Auditors.
To elect members of the Audit committee
Dated this 28th day of July, 2011
By order of the Board
HELEN IWUCHUKWU (MRS)
Company Secretary
11, Alfred Rewane Road
Ikoyi,Lagos.
Proxies
A member of the company entitled to attend and vote at the meeting is entitled to appoint a proxy to
attend and vote instead of him/her. A proxy need not to be member of the Company. A proxy for an
organisation may vote on a show of hand and on a poll. To be valid, executed forms of proxy should be
deposited at the registered office of the Company or with the Registrars not less than 48hours before
the time of holding the meeting.
Notes:
Audit Committee
In accordance with section359(6) of the Companies and Allied Matters Act, CAP C20 LFN 2004, a
shareholder may nominate another shareholder for appointment as member of the audit committee
by giving notice to the company secretary at least 21days before the Annual General Meeting.
Closure of Register and Transfer Books
Notice is hereby given that, the Register of Members and Transfer Books will be closed from the 31st of
August, 2011 to the 15th September, 2011 both days inclusive.
4
Dear Shareholders,
In 2010, Transnational Corporation had its second consecutive year of
growth. Our revenues were stable and we have taken concrete steps to
improve profitability in the coming years. Importantly, for the first time
since the company became listed on the Nigerian Stock Exchange, the Board
and management were able to focus more on our business without the
distractions of previous years. This is a testimony to the internal cohesion
and dedication of the Board and management, as well as the effectiveness of
strategies adopted to address the key concerns of all the stakeholders. We
will build on this to deliver on your (Shareholders’) expectations towards
gaining your confidence and support.
Financial Performance Review
Fellow shareholders, despite the difficult operating environment and many challenges faced by the
company in Year 2010, we managed to improve upon the performance of the previous years and your
company is gradually moving towards realising the values in its brand proposition with a view towards
delivering superior financial returns to its stakeholders. The company recorded gross revenues of
N2.38 billion as against N2.79 billion in 2009, a marginal decline of 15% attributed to provisions for
expansion of the Transcorp Hilton Hotel Abuja and accrued tax liabilities for prior years. While the
company managed to keep its operating expenses at about the same level (1.44 billion) over the two
years.
The group total revenue increased by 7% from N12.99billion in the preceeding financial year to
N13.93 billion during the review period. While, the group operating expenses increased by 20% from
N4.53 billion to N5.47 billion for the financial year due to refocusing of our businesses strategy within
the group.
During the year under review, the company recorded a significant increase of 3298% or N3.36 billion
in its profit before tax over the previous year; increasing from N101million to N3.46 billion. Similarly,
group profit before tax increased from N3.23 billion in 2009 financial year to N6.91 billion in the
reporting period, representing a growth of 114% or N3.68 billion. This growth was a result of
deliberate refocussing of the company's business as well as a write back of N2.85billion provision
made in prior year for investment in OPL281 which was considered lost, but now reallocated to the
company in February 2011. This marked an important turning point in the history of the company.
Hence, Year 2010 operating results and performance is remarkable and commendable, given the
enormity of the challenges in the operating environment.
Balance Sheet
The company's total assets grew by 31% from N16.40 billion to N21.52 billion, while its networth
decrease slightly from N15.75 billion to N15.24billion during the period under review. The decrease
in the net worth is the result of the recognition of N3.83 billion excess owner returns received from
Hilton Hotel between 2007-2009 which has been provided for in the company books. While, the
group's total assets increased by 23% from N34.75 billion to N42.96 billion, its networth increased by
N3.69 billion, representing a growth of 16% over the previous year. Total liabilities increased by 38%
from N11.81 billion to N16.33 billion in the financial year.
The company's shareholders funds stood at N15.24 billion in comparison with N15.75 billion in 2009,
the reserves position remains at the same level for both years inspite of N3.32 billion profit made
during the year 2010, the reason was that the N3.38 billion excess owner returns received from
Hilton Hotel between 2007 -2009 was written off against the profit made during the year.
5
Business Update
In my last letter, I had assured shareholders that our business model was solid, just as Transcorp was
poised for its next phase of growth. Our model, which is built on identifying undervalued assets in
high potential sectors with owners looking for a partner that has the capital resources and managerial
reserve to upgrade and boost operations, is very healthy. After five years of making major
investments in sub-optimised assets we have learnt a great deal about the financing, operating and
governance structures that work best for our shareholders.
It gives me great pleasure to inform you that we have indeed entered the next phase of Transcorp’s
growth. I will share with you the progress we have made on three of our recent projects.
As you will recall, we concluded the acquisition of Metropolitan Hotel Calabar in June 2010 and
rebranded it ”The Transcorp Metropolitan Hotel and Conferencing Limited”. Since then, we have
established an interim management pending the identification and selection of a suitable hotel
management brand for the hotel. In the meantime, the interim management launched a marketing
campaign in major cities of Nigeria to raise the hotel’s visibility and create awareness among event
planners, conference organizers, holiday makers, corporations and government agencies. The
response has been encouraging. Our projection is that the hotel will be accretive to earnings after a
year of full operations by a suitable hotel managment chain. Our vision is to make the Transcorp
Metropolitan the exemplar of first rate hospitality and destination point in Calabar as part of the
company's larger/global aspiration of becoming the prime provider of accommodation,
entertainment, leisure and hosting properties in Nigeria.
In pursuit of this vision, Transcorp has commissioned a leading architectural firm to prepare designs
for the proposed Transcorp Ikoyi Hilton on Rumens Road, Ikoyi Lagos. The property, conceived for
mixed development; will have multi-category guest accommodation, condominiums, ballroom,
meeting halls, convention venues, casino, high-end retail shopping, luxurious fitness facilities and
unrivalled gastronomic delights in the renowed tradition of the Hilton group. In addition, the
property on completion, will house the corporate group office of Transnational Corporation of Nigeria
Plc. Our schedule is to break ground on the project in 2012 to be ready for grand commissioning in
2015. On completion, the hotel will redefine the generally accepted standards for luxury in Nigeria.
Together with the Transcorp Hilton Abuja, these hotels will complete the first phase of Transcorp’s
masterplan for the hospitality sector. In the second phase, Transcorp will closely examine
opportunities in other high density Nigerian cities with strong business visitor traffic and events
calendars including Port Harcourt, Ibadan, Enugu, and Kano.
Transcorp’s partnership and history with Hilton Hotels is proof of a winning team that discerning
visitors and event organizers have come to trust. Therefore, it did not come to us as a surprise when
your hotel, Transcorp Hilton Abuja won the award as the best Hilton Hotel in Africa and Asia in Year
2010. We hope to leverage on this success in the proposed Transcorp Ikoyi Hilton in the near future.
In the agricultural sector, Teragro Commodities Limited, Transcorp’s wholly owned agro-allied
business subsidiary, has signed a long term lease agreement with the Benue state government for
Benfruit, a new fruit concentrate processing plant. Over several months Transcorp held extensive
negotiations with Benue state officials and central stakeholders to fine-tune the terms of an
agreement that would be wealth generative for our shareholders and its citizens. The state, which
already has a good reputation for private-public partnerships in the agro-allied segment, has offered
Transcorp terms that are flexible and attractive. The lease will be for an all-cash consideration paid
in phases over the lease period.
6
Naturally, as Transcorp’s first investment in the sector, our Board and management team have spent
considerable time studying the opportunity, fine-tuning our business plan and identifying the
managers to execute on it. We also devoted a fair amount of time to analyzing the risks and
challenges of participation in this vital sector. Due to strategic importance of agriculture to national
development and the number of Nigerians dependent on it for their livelihoods, government
interventions through import bans, tariff hikes and exclusive import licenses can significantly affect
the economics of large scale capital ventures in the sector. In developing our models, we have
maintained a very disciplined conservatism on projected demand, price elasticity, energy costs and
other key variables. According to these different measures, the investment retains its appeal.
In selecting the existing plant owned by Benue state rather than building a new plant Transcorp had a
number of considerations in mind. Foremost of these was the need for speed to market. The Benfruit
plant is new and will be commissioned before the end of 2011. Building a new plant would take no less
than eighteen months from the site design, approvals phase, and equipment order placement to
installation. The next factor that influenced our decision was that the opportunity was there. The
Benue state government had expressed its intention to lease the plant. The third factor was that by
engaging with the Benue state government as partner, Teragro and Transcorp have a higher
confidence level of success. Earlier, I had alluded to our experience working with legacy stakeholders
and governments as partners. This informed our proposals during negotiations on the best terms for
the transaction. Now that Teragro has concluded the deal, we are reasonably sure that we would
have an understanding that gives our shareholders both the security and return they should expect.
The last point that convinced us of the merit of the transaction was the willingness of the Benue state
government to lease rather than insist on an outright purchase. This draws a line on the risk Transcorp
will bear and greatly reduces the costs all round.
Our effort to activate our energy portfolio is yielding results. Transcorp recorded considerable
progress with the Department of Petroleum Resources for the recovery of OPL 281. The Oil block,
hitherto revoked, was reallocated to Transcorp in February 2011 after the payment of the balance of
signature bonus on the Oil block. In order to operationalise the oil block, Transcorp has identified
technnical and financial partners respectively in EER and SacOil, a pan-African energy company listed
on the Johannesburg Stock Exchange, to take up equity in the block and provide the resources for its
development.
Similarly, Transcorp has initiated discussions with the Bureau of Public Enterprises and the Presidency
for the refund of debt owed Transcorp by NITEL. In 2006, Transcorp had paid $500million (amounting
to about N63 billion) as part of the global purchase price for 51% equity stake in the company. As part
of the terms of a transfer deal reached with the federal government, loans and interest totaling
N85billion have been repaid to the banks that financed the acquisition of NITEL by Transcorp.
However, consequent upon the reversal of the sale by government in Year 2009, the sum of N5.5billion
representing loans granted NITEL by Transcorp is due for payment.
From the foregoing, it is clear that Transcorp is a company moving in the right direction. The
challenge for us now is to move faster with greater determination. At this point, I would like to single
out for special commendation Mr. Nicholas Okoro, the Group Managing Director, and his management
team. They have toiled extremely hard, under the guidance of the Board, to bring Transcorp this far.
On the part of the Board, we are committed to supporting them build capacity at the corporate
headquarters in terms of training, hiring and other administrative resources to support the current
structure as well as match the direction that is evolving.
7
The ground we covered in 2010 sends a strong signal that Transcorp is back on track. Long gone are the
days when Transcorp came close to becoming a byword for unrealized dreams. None of these could
have been achieved without the unflinching support we received from you, our shareholders. On
behalf of the Board and management I would like to thank you immensely for your support, patience
and understanding over the years. I will also like to reassure you that we will continue to steer the
ship of Transcorp in a way that guarantees value to you at all times.
Thank you.
Prof. Mrs. Ndi Okereke - Onyiuke, OON
CHAIRMAN, BOARD OF DIRECTORS
8
Board of
Directors
Prof. Mrs. Ndi Okereke-Onyiuke, OON
Chairman, Board of Directors
Nicholas Okoro
Group Managing Director/CEO
Director
Director
Mr Kayode Fashola
Director
Mr Tony Elumelu, MFR
Director (Appointed Apr 2011)
9
Board of
Directors
High Chief O. B. Lulu Briggs
Mr Adegboyega Olulade
Director
Director
Dr. Julius Kpaduwa
Appointed March 2011
Alh. Nasir Umar
Director
Mr Emmanuel Nnorom
Director (Resigned Apr 2011)
Dr. Olusegun Salako
Director(Resigned Mar 2011)
Mr Femi Otedola
Director (Resigned Feb 2011)
10
Background
Transcorp Plc is committed to best practices & principles enshrined in the code of Corporate
Governance in Nigeria as well as international best practices and procedures in Corporate
Governance. The corporate governance practices of the company are constantly reviewed in the day
to day running of the company and Transcorp strives to be compliant with the code and best
practices.
The Board of Directors adopts corporate governance policies which ensure that the businesses of
Transcorp are conducted in an honest, transparent manner and with high ethical standards.
Board of Directors and Composition
The day to day running of the company is managed by the GMD/CEO supported by the Group
Management Team. The Board is made up of 11 members: 1 Executive Director, 1 Chairman and 9
Non–Executive Directors. The non – executive Directors serve on the various Board Committees
depending on their areas of expertise or specialties where their respective knowledge and
experience is most valuable. The following Directors served on the Board in the year 2010 following
their re-election by the shareholders at the last Annual General Meeting.
1
2
3
4
5
6
7
8
9
10
11
Prof. Mrs. Ndi Okereke - Onyiuke OON - Chairman
Mr. Nicholas Okoro - Group Managing Director/Chief Executive Officer
Mr. Femi Otedola (Resigned Feb 2011)
Chief O. B. Lulu-Briggs ( alternate Chief Mrs. Seinye O. B. Lulu-Briggs)
Dr. Olusegun Salako (representing Nashville Capital Partners Limited)
Mr. Kayode Fasola
Mr. Emmanuel Nnorom (Resigned Apr 2011)
Profile of the Directors:
Prof. Mrs. Ndi Okereke - Onyiuke- OON
Professor Ndi Okereke-Onyiuke, OON has served as the Chairman of the Board since the company’s
inception in 2004. She graduated Magna cum laude and holds an MBA from New York State University.
Prof Okereke-Onyiuke is the former Director General of the Nigerian Stock Exchange.She is the
world’s first woman to head a stock exchange and unarguably the most influential woman in Nigeria's
corporate world today. She was an integral part of the team that created the “All Nigeria Share Index
(ANSI), an invaluable guide to investors and economy monitors. She pioneered the automation of the
country’s stock exchange processes, which has reduced the risk profile of the Nigerian stock market
among other benefits.
Mr. Nicholas Okoro
Nicholas Okoro is an investment banker and turn-around manager with over 28 years experience in
Consulting, Privatization among others. He has held top management positions in several Nigerian
companies and banks. Nicholas was a key member of the team that pioneered the privatisation
program of the Federal Government in 1989. He frequently consults for governments and
corporations on economic and management issues. He holds a B.Sc degree (1981) of the University of
Nigeria Nsukka; an MBA degree (1984) of the University of Lagos. A Chartered Stockbroker, he is a
member of the Nigerian Institute of Management and in 1985 won the Young Manager of the Year
competition (Lagos Zone) organized by the Institute.
11
Mr. Femi Otedola
Mr Femi Otedola is the President and Chief Executive Officer of Zenon Petroleum & Gas Limited, an
indigenous company engaged in the procurement, storage, marketing and distribution of petroleum
products. Zenon is today rated among the top five companies in the country. 1n 2001, he established
Seaforce Shipping Company Limited, a modern tanker fleet of four vessels that transport petroleum
products. He is the owner of Atlas Shipping Agency, Swift Insurance, FO Properties Limited and FO
Transport and currently the President of the Nigerian Chamber of Shipping. He is also a member of
the governing council of the Nigerian Investment Promotion Council. Mr Femi Otedola resigned in
Feburary, 2011.
Otunba Funso Lawal, OON, holds a B.Sc and M.Sc from the University of Wisconsin-Madison USA. He
joined CitiBank Nigeria in 1985, where he rose to the position of Assistant Vice President before
joining Oceanic International Bank as a pioneer staff. He is the executive chairman of Sogenal Oil &
Gas Company, an indigenous oil exploration and production company which has been successful in
pioneering indigenous technology in the offshore terrain of the oil & gas industry.
Otunba Funso Lawal is also a prominent member of the Nigerian Economic Summit Group (NESG) and
sits on the boards of Prime Trust Insurance, Rosenthal Trust Limited and Brian Information Technology
Company.
Mr Adegboyega Olulade is a graduate of the University of Ife (now Obafemi Awolowo University) IleIfe. An investment banker, stockbroker and financial consultant, he was at various times the head of
capital and money market of Farida Investment and Securities Limited, a member of the Nigerian
Stock Exchange.He was group head (assistant general manager), corporate finance in Ivory Merchant
Bank Limited and MD/CEO of Frederickson Finance and Securities Limited. He joined Adonai-Tekts
Investment Limited as the Executive Vice Chairman. He is the chairman of many companies including
Adonai-Net Nigeria Limited – a telecommunications company, and Marde Properties and Investment
in South Africa.
Olorogun O'tega Emerhor, OON
Olorogun O’tega Emerhor, OON, holds a First Class degree in Accountancy from University of Nigeria,
Nsukka (1983). He holds fellowships from Institute of Chartered Accountants of Nigeria (ICAN),
Institute of Credit and Risk Management of Nigeria and Academy for Entrepreneurial Studies. He is
also a member of the Institute of Marketing Consultants. He trained as a chartered accountant at the
renowned PriceWaterhouseCoopers and has worked in several Banks. Olorogun Emerhor is currently
the Vice Chairman/Group CEO of Standard Alliance Insurance Plc; former Vice Chairman, First Inland
Bank Plc; Chairman, Synetics Technologies Ltd and Heroes Group. He holds directorships in a number
of companies and he has received various prestigious awards.
Chief O.B Lulu Briggs
Chief O.B. Lulu-Briggs is the Chairman/Managing Director of Moni Pulo Limited, one of Nigeria’s
leading oil services companies. He is an industrial magnate and renowned statesman. His alternate
representative on the board is Mrs Seinye O.B. Lulu-Briggs, a seasoned administrator and astute
businesswoman, and the current Executive Vice Chairman of Moni Pulo Limited. She is also the Chief
Executive of Rachael Hotels Limited. Mrs Lulu-Briggs is a graduate of the Institute of Data Processing
Management, London. She has attended specialized training programmes in and outside Nigeria and
she also serves as a Non-Executive Director on the board of Intercontinental Bank plc.
12
Mr. Kayode Fasola
Mr. Kayode Fashola is a professional banker with over 20 years of cognate experience. He holds a B.Sc
Degree from University of Ibadan, an MBA (Finance) Obafemi Awolowo University, Ile-Ife, and an MBA
(Banking) Ladoke Akintola University, Ogbomoso. He is an alumnus of the prestigious Lagos Business
School and the London Business School (University of London).
Kayode started his career in Nigeria Agricultural Co-operative and Rural Development Bank, Kaduna.
He has cognate experience in the banking industry that covers Corporate Banking, Commercial
Banking, Public Sector, Relationship Management, Risk and Performance Management.
He has held various Management positions in the banking industry and currently in charge of South
West Business Group of Wema Bank Plc.
He is an Associate Member of the Chartered Institute of Management, Member National Institute of
Marketing of Nigeria and an Honorary Senior Member, Chartered Institute of Bankers of Nigeria.
Mr. Emmanuel Nnorom
Mr. Emmanuel Nnorom is a seasoned auditor and banker with over 2 decades of experience working
with several companies quoted on the Nigerian Stock Exchange. He is an Alumnus of the Oxford
University Templeton College and a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN)
and the Chartered Institute of Bankers of Nigeria (CIBN). He trained as an accountant with Peat
Marwick Castleton Elliot & Co., winning the First Prize in the finals of the May 1982 diet of ICAN
examinations. Mr. Nnorom has held several key positions in the Banking and Manufacturing industry.
He was appointed an Executive Director with UBA Plc since 2008 and is currently the Executive
Director responsible for the Group finance directorate. Mr. Nnorom resigned in April 2011 and was
replaced by Mr. Tony Elumelu, MFR
Dr. Olusegun Salako (Nashville Capital Partners)
Dr. Olusegun Salako is a graduate of biology and medical technology from the Roosevelt and Rush
University in Chicago. He studied Medicine in the University Of Illinois College Of Medicine and
graduated with an MD degree in 1981. His postgraduate education was at Henry Ford Hospital, Detroit
Michigan where he completed a Residency specializing in Obstetrics and Gynaecology and is Board
certified.He is a founding member and past President of the Association of Nigerian Physicians in the
Americas. He has held several top ranking medical positions and has received numerous awards in
teaching. Salako has participated in free medical missions to various parts of Nigeria since 1997. He is
a fellow of the American College of Obstetricians and Gynaecologists and the International College of
Surgeons. Dr. Salako resigned in March 2011 and was replaced by Dr. Julius Kpaduwa.
Alhaji Mohammed Nasir Umar is a graduate of Ahmadu Bello University, Zaria. He started his career
with Sokoto Rima River Basin Development Authority in 1977 and obtained his M.Sc in Land Surveys in
1985. He was a Director of Planning & Survey of the Federal Capital Development Authority (FCDA)
1988-1994. He has vast and varied experience in Lands and Survey matters spanning over a period of
32 years post qualification. He has held many important position and responsibilities and is currently
the Chairman/CEO of Em-N Surveys & Engineering. Alhaji Umar has attended several National and
International Conferences, Seminars and workshops on Lands and Survey matters. He is a Registered
Surveyor by Surveyors Council of Nigeria and a fellow of the Nigeria Institution of Surveyors (FNIS).
Frequency of Meetings
The Board met six (6) times in the year 2010 to consider the following key matters. Corporate
strategy, annual corporate plan, internal control systems, review of financial performance,
formulation of growth strategies, new business opportunities and to direct the operations and affairs
of the Company and its subsidiaries. All directors except one attended meetings regularly in the year
2010. The record of attendance at Board meetings is available for viewing at the head office, 11
Alfred Rewane Road, Ikoyi, Lagos and available for inspection at the Annual General Meeting in line
with the provisions of section 258(2) of the Companies and Allied Matters Act, Cap C20 Laws of the
federation of Nigeria 2004.
13
Roles and Responsibilities of the Board of Directors.
The powers and duties of the Board of Directors are as contained in the Articles of Association of the
Company and as statutorily provided for under the Companies and Allied Matters Act Cap C20 Laws of the
Federation of Nigeria, 2004.
The Articles provide the following key matters:Composition, membership and size of the Board, balance of powers, role of the Board, duties of Directors,
role of the Chairman, the Chief Executive Officer and the Company Secretary, division of responsibilities
between the Board and Management, matters reserved for the Board, relationship with key stakeholders,
governance and duties of Directors.
Appointment and Resignation
To ensure a rigorous and transparent procedure, any appointment, resignation or removal of a director is
considered by the board as a whole. Non – executive directors are required to devote sufficient time to the
Company’s affairs. There is no formal limitation on the number of board appointments that non –
executive directors can hold but all directors are required to carefully consider the number of
appointments they take so as to ensure that they have the time and capacity to properly and
comprehensively carry out their duties as directors. Non-executive directors are required to advise the
board of any subsequent changes to or additional commitment from time to time. All board appointments
meet the requirements of the Companies and Allied Matters Act and comply with the Articles of
Association. The Board maintains a policy that a Board composition consisting of 9-11 members is
sufficient. The current Directors are well resourced and experienced.
Retirement of Directors by rotation
The Company’s Articles of Association provide that the directors who have been longest in office since the
last election are required to retire at each annual general meeting (AGM) and may offer themselves for reelection. At the last Annual General Meeting, all directors retired and were re-elected by shareholders. At
the AGM all other directors except Dr. Julius Kpaduwa and Mr. Tony Elumelu, MFR will retire by rotation in
accordance with the Articles of Association. Being eligible for re-election, all retiring Directors have
offered themselves for re-election.
Board Remuneration and other information
Details of remuneration paid to directors are set out below. Non-executive directors receive fees for their
membership and attendance at meetings of the Board and committees on which they serve. Proposals on
non-executive directors’ remuneration are reviewed by the board, following recommendations by the
Establishment Committee.
Directors
Non-executives
Mr. Femi Otedola
High Chief O.B Lulu Briggs (Alternate Mrs Seinye O. B. Lulu Briggs)
Mr. Kayode Fasola
Mr. Emmanuel Nnorom
Dr. Olusegun Salako (representing Nashville Capital Partners)
Olorogun Otega Emerhor, OON
Dr. Ogunkoya (Nashville Capital Partners)
Executive
Mr. Nicholas Okoro
Sitting
Allowances
Annual Fee
Other
Emoluments
Total
1,000,000
750,000
750,000
450,000
900,000
600,000
900,000
900,000
600,000
100,000
600,000
500,000
500,000
500,000
500,000
500,000
500,000
500,000
-
6,455,996
5,925,996
5,925,996
5,925,996
5,925,996
5,925,996
5,925,996
5,925,996
-
8,055,996
7,175,996
7,175,996
450,000
7,325,996
7,025,996
7,325,996
7,325,996
7,025,996
100,000
-
-
5,925,996
5,925,996
14
Particulars of Directors
Directors
Age
Director
Scheduled Special Board
Since
Board Meetings
Meetings
Attended
Attended
Non-Executives
61 years
2004
3
2
56 years
2004
4
1
Mr. Femi Otedola
50 years
2006
-
-
2005
1
-
Chief O.B. Lulu Briggs (alternate Mrs. Seinye O. B. Lulu Briggs)
81 years
2007
3
-
Mr. Kayode Fasola
47 years
2009
4
2
Mr. Emmanuel Nnorom
53 years
2009
3
1
Dr. Olusegun Salako (representing Nashville Capital Partners)
61 years
2009
4
2
54 years
2007
4
2
59 years
2008
3
1
Executive
Mr. Nicholas Okoro
58 years
2009
4
2
Schedule of attendance of meetings held during the year
Board Meetings
The Board of Directors met 6 times in the year 2010. The attendance register and minutes are
available for viewing by members of the company at 11, Alfred Rewane road, Ikoyi, Lagos and at the
Annual General Meeting.
Directors
Ordinary
Ordinary
Ordinary
Emergency
Pre-AGM
Board
Board
Board
Board
Board
Ordinary
Board
25/02/2010
01/06/2010
29/07/2010
20/08/2010
13/10/2010
14/12/2010
Non Executives
x
x
-
x
x
x
x
x
x
-
x
x
Mr. Femi Otedola
-
-
-
-
-
-
-
-
x
-
-
-
x
x
x
-
x
x
x
Chief O.B. Lulu Briggs (alternate Mrs Seinye O.B. Lulu Briggs)
-
-
Mr. Kayode Fasola
x
x
Mr. Emmanuel Nnorom
x
x
-
x
-
x
Dr. Olusegun Salako
x
x
x
x
x
x
(representing Nashville Capital Partners)
Olorogun Otega Emerhor, OON
x
x
x
x
x
x
x
x
x
x
-
x
x
x
x
x
x
x
Executives
Mr. Nicholas Okoro
15
Group Company Secretary
Mrs. Helen Iwuchukwu is the Company Secretary. The company secretariat is a central source of
information and advice to the Board and committees within the company and the subsidiaries on
matters of ethics and good governance. Through its investor relations arm liaises with the company’s
registrars on all issues affecting shareholders. The company secretary assists the parent board,
committees, subsidiaries board and committees in their deliberations, drawing the attention of
members to their legal duties and ensuring, together with the Group Managing Director and senior
management, that decisions of the board are properly implemented.
Appointment and removal of the company secretary are matters for the Board as a whole. The
company secretary ensures that in accordance with pertinent legislations, the proceedings and
affairs of the Board and its members, the company itself and, where appropriate, the owners of
securities in the company are properly administered. The company secretary ensures compliance
with Regulatory and Listing Requirements of SEC and NSE. The company secretary also assists in
developing the annual board plan and ensures compliance with the statutory requirements of the
Company and its subsidiaries.
Independence of Directors
The Board comprises a majority of non–executive directors. A rigorous policy of disclosure of interests
is followed to mitigate conflicts of interest of non – executive directors.
Delegation of Authority and Risk Management
The ultimate responsibility for the Group’s operations rests with the board. The board retains
effective control through a well developed governance structure of board committees that specialise
in specific areas of the business. Necessary authorities have been delegated to the Group Managing
Director (GMD) to manage the day-to-day business affairs of the Company. The establishment,
finance and new business committees assist the GMD in discharging his duties and the duties of the
board when it is not in session. However, in terms of statute and the Company’s Articles of
Association, certain matters are reserved for the board and/or shareholders approval. The
delegation of authority is reviewed periodically to ensure it remains aligned and relevant in relation
to the rapid growth of the Company. Future amendments will also include the integration of a risk
appetite framework, which has recently been adopted by the Group, with a view to identifying,
classifying, escalating and mitigating risks.
Dealings by Directors in Company Securities
The Company has a policy that regulates dealings by directors.
Governance Structure and Changes in 2010
This section provides an overview of the Company’s formal governance structure and related
mechanisms. This structure is largely replicated in significant Transcorp subsidiaries. In all subsidiary
operations, the statutory audit committee assumes the additional responsibilities of risk
management and compliance. The board has a diversity of talent, expertise and experience. This is
put to good use through various carefully structured board committees and is partly reflected by the
number of board and committee meetings held during the year under review. These are presented
below:
The Governance structure of the company did not change in 2010 and consists
a)
b)
c)
The Board of Directors.
The Global Management Team: Fully executive and apart from the Group Managing
Director/Chief Executive Officer, other members are Heads of departments.
The Statutory Audit Committee: comprises of equal representation from Board of Directors
and Shareholders.
Responsibility for good Corporate Governance in the day to day running of the Company is placed on
both the Board of Directors and the Global Management Team. The Group Managing Director is the
Chief Executive Officer of the Company.
16
GROUP BOARD OF DIRECTORS
ESTABLISHMENT COMMITTEE
NEW BUSINESS COMMITTEE
GLOBAL
MANAGEMENT
TEAM
FINANCE COMMITTEE
AUDIT COMMITTEE
INTERNAL
AUDIT
Transnational Corporation of Nigeria Plc is a holding company with shareholding interests and
oversight responsibility for subsidiaries within the group. The Boards of the subsidiaries report to the
Board of Transnational Corporation of Nigeria Plc (the parent board) who are accountable to the
shareholders.
a)
Changes in the Board of Directors:
There was one change in the composition of the Board in the year 2010. Following the company's
exit from NITEL in 2009 the lender Banks who were Directors of the company in view of Nitel
loan left the Board. Consequently, Mr Maurice Phido (representing Union Bank of Nigeria Plc
resigned in February, 2010)
b)
Changes in the Group Management Team
Two (2) members of the Group management team resigned in the year 2010.
Enhancing good Corporate Governance
The following have been undertaken as part of normal compliance with policies enhancing good
Corporate Governance.
17
Board Committees: Composition and Attendance to Meetings
a)
The establishment Committee, met two times and reviewed the employee policy manual, the
organisation struture and other related matters. Membership of the Committee is as follows:
1)
2)
3)
4)
Mr. Emmanuel Nnorom ………Chairman
Mr. Kayode Fasola............Member
Mr. Nicholas Okoro...........Member
Dr. Olusegun Salako..........Member
b)
New Business Committee was reconstituted as a result of new businesses being pursued or
invested in, especially in the oil & gas, agriculture and hospitality sectors. The committee met
two times in the year 2010. Membership of the Committee is as follows;
1)
2)
3)
4)
5)
Otunba Funso Lawal, OON ……....… Chairman
Mr. Nicholas Okoro....................Member
Alhaji Mohammed Nasir Umar.......Member
Mr. Kayode Fasola.....................Member
Chief (Mrs) Seinye O.B. Lulu Briggs..Member
c)
The Finance Committee met four (4) times in the year 2010 and regularly reviewed the
management accounts, the monthly income statements, cash position, expenditure items,
subsidiaries financial performance and quarterly financial reports for regulatory agencies and
publication. Membership of the Committee is as follows:
1)
2)
3)
Olorogun O’tega Emerhor, OON …….Chairman
Mr. Nicholas Okoro.....................Member
Mr. Kayode Fasola......................Member
d) Audit Committee The Statutory Audit Committee met three (3) times in the year 2010. The membership of the
committee include;
Names
Attendance
Names
Attendance
Names
1)
2)
3)
4)
5)
6)
Attendance
28-05- 10
11-12- 10
x
x
x
x
x
x
x
x
18-02- 10
15-12- 10
x
x
-
x
x
x
x
22-2-10
21-5-10
13-8-10
10-12-10
x
x
-
x
x
-
x
x
-
x
x
-
Names
Chief Sylvanus Ezendu …………….....Chairman, representing the shareholders
Mr. John Umobuarie Isesele .........Member, representing the shareholders
Alhaji Abu O. Jimah ..................Member, representing the shareholders
Olorogun O’tega Emerhor, OON ....Member, non-executive director
Mr. Emanuel Nnorom.................Member, non-executive director
Mr. Kayode Fasola ....................Member, non-executive director
-
-
The Statutory Audit Committee (the committee) has adopted terms of reference in accordance with
Companies and Allied Matters Act (CAMA) and Securities and Exchange Commission (SEC)
requirements. The committee is pleased to present below its report in line with the Companies and
Allied Matters Act.
18
Composition of the Committee
The Statutory Audit Committee (as highlighted above) comprises six persons, made up of three
representatives of the Shareholders and three representatives of the Board.
Activities of the committee
The committee performed the following activities during the year under review:
•
Examined the auditor's report and made recommendations thereon to annual general meeting;
•
Ascertained whether the accounting and reporting policies of the company are in accordance
with legal requirements and agreed ethical practices.
•
Reviewed the scope and planning of audit requirements.
•
Reviewed the findings on internal control report in conjunction with the external auditors and
management responses thereon.
•
Reviewed the effectiveness of the company’s system of accounting and internal control;
•
Made recommendations to the Board with regard to the appointment, removal and
remuneration of the external auditors of the company.
•
Authorised the internal auditor to carry out investigations into activities of the company and its
subsidiaries that are of interest or concern to the committee.
•
Authorised that a forensic audit be carried out to determine the extent of financial impropriety
that occurred between May 2007 and May 2009.
Internal audit
The Internal Audit Department provides an objective and independent assurance on the
effectiveness of the company's internal controls by bringing a systematic and disciplined approach to
evaluate and improve the effectiveness of the risk management, control and governance processes of
the organisation. Transcorp has a robust internal audit department that is appropriately resourced.
Risk management and internal control
Risk management is the identification, assessment, and prioritisation of risks followed by coordinated and economical application of resources to minimise, monitor, and control the probability
of and/or impact of unfortunate events. Transcorp's objective is to embed risk management and
appropriate internal controls into the day-to-day running of the business as far as it is practicable and
at a reasonable cost. Plans are underway to deploy a robust enterprise risk management system
across the group that will be designed to identify potential events that can affect the company and its
subsidiaries and manage such risks within tolerable level thereby providing reasonable assurances
regarding the achievement of the company's objectives.
Internal Control
Current and potential investors, as well as other stakeholders of the Company, require assurance on
an engaging basis that the company has sound internal control systems and procedures which by
design are adequate to mitigate the risk of loss of shareholders wealth as well as the risk of inaccurate
or misleading reporting. The business involves acquisitions and transformation of Nigerian owned
businesses to world class standards, as such the business environment is dynamic, and for the
19
company to be successful in this ever changing environment, Transcorp Plc has continually adapted
itself both in terms of structure and operating processes to ensure that it remains relevant to the
needs of its investors, shareholders and other stakeholders.
In the design of its internal control structure, Transcorp Plc places greater emphasis on preventive
controls as opposed to detective controls. This ensures that the Financial Statements are reliable.
Periodically, Transcorp Plc carries out an Internal Control Assessment of each department on a
continuous basis and effects changes that ensure that new control measures are implemented to
mitigate any newly identified risks. The following key risks have been identified and mitigating
controls have been put in place or are being developed.
Fraud risk and Fraud Risk Management
The audit committee is responsible for assessing fraud risk across the Group and driving the
implementation of fraud prevention activities, which include whistle blowing processes. Fraud risk
management is also responsible for detecting and investigating fraud. The implementation of fraud
prevention mechanisms in the Group remains a priority. There was no recorded case of fraud in Year
2010 due to the processes adopted around payment and pre-disbursement audit.
Political Risk
Political risk with respect to Transcorp relates to the erroneous impression in some quarters that the
company is still a government company, and that any major unforeseen political change or upheaval
will affect the company. Transcorp is of the opinion that the current political dispensation will be
sustained and there will be political stability. The widely acclaimed success of the April 2011 general
elections gave credence to this belief. In addition, this risk is well mitigated by the fact that the
company is a publicly quoted company whose shares are listed on the Nigerian Stock exchange.
Conglomerate Risk
Transcorp is at risk of losing focus because of diversified activities. Transcorp Group has a well
defined value proposition in terms of value it brings to the table. Capital management skills and local
knowledge that addresses the core weakness of developing economies. These create a consistent
platform for decision making and therefore bring about the synergies which the conglomerate
structure can bring in a developing economy like Nigeria.
Inadequate Manpower Risk
Transcorp will require a large number of skilled and honest personnel to achieve its objectives. There
is a dearth of adequately skilled personnel in the country. Hence, there is a conscious drive to bring
highly skilled Nigerians in the Diaspora back to Nigeria, while also embarking on training and
retraining of the existing workforce.
Revenue Risk
The company's sole source of revenue is from the Transcorp Hilton Hotel. To mitigate this, Transcorp
expanded its portfolio in the hospitality sector with the acquisition of the Transcorp Metropolitan
Hotel, Calabar. In addition, the Oil block OPL 281 has been reallocated to Transcorp and the company
through its subsidiary, Transcorp Energy Limited has entered into a Technical Partnership and a Joint
Operating Agreement with Equity Energy Resources (EER) and SacOil of South Africa to operationalise
the company's investment in the energy sector. There is a plan to build a Hilton managed Hotel in
Ikoyi, Lagos on the company's land at Rumens road. Also, as indicated in other parts of this report,
Transcorp’s wholly owned agro-allied business subsidiary has signed a long term lease agreement with
Benue State Government for Benfruit, a new fruit concentrate processing Plant. It is hoped that the
company will commence production before the end of this year. These strategic moves are geared
towards creating new revenue sources for the company.
20
Financial Reporting and Accountability
The chairman of the finance committee accounts to the board for its activities and makes
recommendations to the board regarding the adoption of the annual financial statements and any
other matters arising from the above responsibilities. The chairman of the committee is required to
attend the annual general meeting to answer questions concerning matters falling within the ambit
of the committee.
Stakeholder Communication
Transcorp strives to have transparent, open and clear communication with all of its relevant
stakeholders. The company therefore ensures that financial and non – financial information is timely
and accurately disseminated to relevant stakeholders. Towards this end, external consultants were
retained to work with the company's Corporate Communications and Company Secretariat for
effective investor relations management.
CSR and Donations
The Group contributes to its environment by donations, good governance and healthy competition.
Donations during the year include:
1
2
3
4
COMPANY
Rehime Peace Ministry
Sponsorship of ANPA Convention
Association Of Nigeria Physician in the US
Caresunend
AMOUNT (N)
500,000
764,200
600,000
50,000
1,914,200
21
The Directors are presenting the annual report together with the audited financial statements for the
year ended 31 December, 2010 to the members of the Company. This report discloses the state of the
Company and the Group.
The results, statement of financial position, cash flows and accompanying notes are presented first
for the consolidated Group and subsequently for the Company.
INCORPORATION AND ADDRESS
The Company was incorporated on 16th November, 2004 as a private limited liability company
domiciled in Nigeria in accordance with the requirements of the Companies and Allied Matters Act. In
December 2006, the company was listed on the Nigerian Stock Exchange after a successful initial
public offer (IPO). The Company maintains controlling interests in the following companies, referred
to as portfolio companies:
-
Capital Leisure and Hospitality Limited
Transnational Hotels and Tourism Services Limited
Transcorp Metropolitan Hotels and Conferencing Limited
Transcorp Energy Limited
Transcorp Properties Limited
Teragro Commodities Limited
Telecommunication Backbone Development Company Limited (TBDC) (Inactive)
Transcorp Refining Company Limited Ltd (Inactive)
Transcorp Telecomms Ltd (Inactive)
Transcorp Hotels and Leisure Ltd (Inactive)
Transcorp Infrastructure Ltd (Inactive)
Transcorp Trading and Logistics Ltd (Inactive)
Transcorp Commodities Ltd (Inactive)
Transcorp Hilton Ltd (Inactive)
Allied Commodities Ltd (Inactive)
Telecommunications Backbone Development Company (TBDC) has a pending ligitation and has
otherwise remained dormant. All other companies except Transnational Hotels and Tourism Services
Limited, Transcorp Metropolitan Hotels and Conferencing Limited, Transcorp Energy Limited,
Transcorp Properties Limited and Teragro Commodities Limited are dormant and undergoing
voluntary winding up proceedings.
PRINCIPAL ACTIVITIES
The Company's business is the investment in and operation of portfolio companies in the
telecommunications, energy, real estate and hospitality sectors. The Company has retanied 7
subsidiaries and affiliates, all providing services and sale of goods in these sectors.
22
RESULTS AND DIVIDEND
The Company and Group’s results for the year ended 31 December 2010 are set out on page 34. The
profit for the year of N3.32 billion (Group N5.39 billion) has been transferred to general reserves. The
summarised results are presented below. The directors did not recommend payment of dividend for
the year.
Group
Revenue
Gross profit
Net profit
Earnings per share
Company
2010
2009
2010
2009
N’000
13,927,551
9,233,386
6,908,216
0.21
N’000
12,995,152
8,250,542
3,233,160
0.05
N’000
2,382,396
2,382,396
3,456,849
0.13
N’000
2,785,717
2,785,717
100,966
0.00
Our results have been driven by the strategic investments made by the company. Some of the key
events which occurred prior to, during and after the presented period and years are discussed below.
These have had a significant impact on the results of the operations and financial condition of the
Group.
23
DIRECTORS' INTERESTS IN CONTRACTS
No director indicated interests in contracts with the Company during the period under review.
DIRECTORS’ SHAREHOLDING
The direct and indirect interests of directors in the issued share capital of the Company as recorded
in the register of directors' shareholdings and register of members and as notified by the directors for
the purposes of Sections 275 and 276 of the Companies and Allied Matters Act are as follows:
Director
Number of
shares held at
31 December 2010
Prof. Mrs. Ndi Okereke - Onyiuke
Direct
Indirect
7,241,964
Nil
Otunba Funso Lawal
Direct
Indirect
207,200,000
200,000,000
Direct
Indirect
Nil
393,505,650
Dr Olusegun Salako
Direct
Indirect
8,725,500
Nil
Mr. Kayode Fasola
Direct
Indirect
1,000,000
Nil
Mr. Femi Otedola
Direct
Indirect
891,331,260
Nil
Chief O.B Lulu-Briggs
Direct
Indirect
67,500,000
Nil
Mr. Nick Onuoha Okoro
Direct
Indirect
600,000
Nil
Olorogun O'tega Emerhor
Direct
Indirect
Nil
189,344,966
Mr. Emmanuel N. Nnorom
Direct
Indirect
Nil
Nil
Alh. Mohammed Nasir Umar
Direct
Indirect
Nil
3,735,500
24
SHAREHOLDING
The shareholding structure of the Company for the year is as follows:
Shareholder
1 - 1,000
1,001 - 10,000
10,001 - 100,000
100,001 - 1,000,000
1,000,001 - 10,000,000
10,000,001 - 100,000,000
100,000,001 - 1,000,000,000
No. of Holders
Percent
Units
Percent
80,611
161,103
44,704
8,253
873
112
46
27.26
54.48
15.12
2.79
0.30
0.04
0.02
79,886,251
669,581,169
1,550,483,502
2,727,553,450
2,442,630,661
3,290,883,687
15,052,979,563
0.31
2.59
6.01
10.57
9.46
12.75
58.31
295,702
100
25,813,998,283
100
EMPLOYMENT OF DISABLED PERSONS
The Group has a policy of fair consideration of job applications by disabled persons having regard to
their abilities and aptitude. The Group’s policy prohibits discrimination of disabled persons in the
recruitment, training and career development of its employees. In the event a members of staff
becoming disabled, every effort is made to ensure that their employment with the Group continues
and that appropriate training is arranged.
EMPLOYEE HEALTH, SAFETY AND WELFARE
The Group enforces strict health and safety rules and practices at the work environment, which are
reviewed and tested regularly. The group provides free medical insurance for its employees and their
families through Company maintained hospitals. Fire prevention and fire-fighting equipment are
installed in strategic locations within the Group’s premises.
EMPLOYEE TRAINING AND INVOLVEMENT
The Directors maintain regular communication and consultation with the employees on matters
affecting employees and the Company.
Employees are kept fully informed regarding the company's performance and the company continues
with its open door policy whereby views of employees are sought and given due consideration on
matters which particularly affect them.
Training is carried out at various levels through in-house and external courses. The company's skill
base has been extended by a range of training provided to the employees whose opportunity for
career development within the company has been enhanced.
DONATIONS AND GIFTS
During the year 2010,the Company made donations as detailed in the CSR/donations on page 20.
AUDITORS
Messrs. PricewaterhouseCoopers have indicated their willingness to continue in office as the auditors
of the Company in accordance with section 357(2) of the Companies and Allied Matters Act.
By order of the Board
Helen Iwuchukwu (Mrs)
Company Secretary
28th July, 2011
25
The Companies and Allied Matters Act (CAMA) 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 Company at
the end of the year and of its profit or loss. The responsibilities include ensuring that the Company:
(a)
keeps proper accounting records that disclose, with reasonable accuracy, the financial position
of the Company and comply with the requirements of the Companies and Allied Matters Act;
(b)
establishes adequate internal controls to safeguard its assets and to prevent and detect fraud
and other irregularities;
(c)
prepares its financial statements using suitable accounting policies supported by reasonable
and prudent judgements and estimates, and are consistently applied.
The Directors accept responsibility for the annual financial statements, which have been prepared
using appropriate accounting policies supported by reasonable and prudent judgements and
estimates, in conformity with Nigerian Accounting Standards and the requirements of the Companies
and Allied Matters Act.
The Directors are of the opinion that the financial statements give a true and fair view of the state of
the financial affairs of the Company and of its profit or loss. 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 system of internal financial controls.
Nothing has come to the attention of the Directors to indicate that the Company will not remain a
going concern for at least twelve months from the date of this statement.
......................................
Director
.......................................
Director
July 28th 2011
26
REPORT OF THE AUDIT COMMITTEE
TO THE MEMBERS OF TRANSNATIONAL CORPORATION OF NIGERIA PLC
In compliance with section 359 (6) of the Companies and Allied Matters Act (Cap C20), Laws of the
Federation of Nigeria 2004, members of the Audit Committee of Transnational Corporation of Nigeria
Plc hereby report as follows:
1
The Audit Committee met in exercise of its statutory responsibilities in accordance with section
359 (6) of the Companies and Allied Matters Act, (Cap C20), Laws of the Federation of Nigeria
2004.
2
We have examined the Auditors’ report including the financial statements for the year ended 31
December, 2010
3
We have deliberated with the external Auditors, reviewed their findings and recommendations
and confirm that the Auditors’ report for this period is consistent with our review.
4
We are satisfied that the accounting and reporting policies of the company are in accordance
with legal requirements and meet ethical standards.
-----------------------------Chief Sylvanus C. Ezendu
Chairman, Audit Committee
Dated this 28th Day of July 2011
Members of the Audit Committee
1
Chief Sylvanus C. Ezendu
2
Mr. John Umobuarie Isesele
3
Alhaji Abu O. Jimah
4
Olorogun O' tega Emerhor, OON
5
Mr. Kayode Fasola
6
Mr. Emmanuel Nnorom
7
Mr. Tony Elumelu, MFR
(Chairman)
(Member)
(Member)
(Member)
(Member)
(Member)
(Member)
-
Shareholder
Shareholder
Shareholder
Director
Director
Director (resigned Apr. 2011)
Director (appointed Apr. 2011)
27
28
29
The principal accounting policies adopted in the preparation of these financial statements
are set out below:
a)
Basis of Preparation
The consolidated financial statements are prepared in compliance with Companies and Allied Matters
Act (CAMA) and Nigerian Statements of Accounting Standards (SAS). The financial statements are
presented in the functional currency, Nigerian Naira (N), rounded to the nearest thousand, and prepared
under the historical cost convention.
The preparation of financial statements in conformity with generally accepted accounting principles
requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting year. Although these estimates are
based on the Directors’ best knowledge of current events and actions, actual results ultimately may
differ from those estimates.
The Companies and Allied Matters Act requires that a statement of source and application of funds be
included with the financial statements. In its place however, a statement of cash flow has been prepared
in accordance with the statement of accounting standards (SAS 18)
b)
Consolidation
Subsidiaries include all entities (including special purpose entities) over which the Company has the
power to govern the financial and operating policies generally accompanying a shareholding. The
existence and effect of potential voting rights that are currently exercisable or convertible are
considered when assessing whether the Company controls another entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Company. They are de-consolidated
from the date that control ceases.
The financial statements of consolidated companies are prepared as of the same date, December 31.
Where statements are prepared for periods different from the Company, adjustments are made for the
effect of significant transactions or events that occur between both dates.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.
The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets
acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the
subsidiary acquired, the difference is recognised directly in profit and loss. All balances and unrealised
surpluses and deficits on transactions between group companies have been eliminated. Where necessary,
accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by
the Company.
c)
d)
i
Valuation of business combination
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are measured initially at their fair values at the acquisition date, irrespective of the extent of any noncontrolling interest.
Intangible Assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of
the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions
of subsidiaries is included in intangible assets and is not amortised. Goodwill is tested annually for
impairment and carried at cost less accumulated impairment losses. Impairment losses are recognised
immediately in the profit and loss account.
30
ii
Goodwill Impairment
Goodwill balances are tested annually by the Group for impairment as stated above, or more frequently
if indicators are present or changes in circumstances suggest that impairment may exist. In performing
the assessment, the Company performs a comparison of the carrying value of the reporting units, as
defined, to the fair value of these units.
iii
Impairment of long term investments
The carrying amounts of the long term investments are reviewed at each balance sheet date by the Group
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, which is the higher of its fair value less costs
to sell and its value in use, is estimated in order to determine the extent of the impairment loss.
Any impairment charge is recognised in the income statement in the year in which it occurs. Impairment
losses are recognised in the income statement, unless an asset has previously been revalued, in which
case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any
excess recognised through the income statement.
e)
Revenue Recognition
Income from investments is recognized as follows:
i)
Dividends are recognized in the profit and loss account on the date the Company’s right to receive
payment is established; and
ii)
Interest earned on cash investments in money market instruments is recognized in the profit and loss
account as it accrued.
Recognition of revenue for goods and services is when:
The significant risks and rewards of ownership have been transferred to the customer or the
service has been rendered
The Company does not retain effective control over goods sold
The amount of revenue can be reliably measured
It is possible that the economic benefits associated with the transaction will flow to the Company
The costs incurred in respect of the sale can be measured reliably
Amount received from customers or guests in advance of receiving the goods or services is recognised as
liability in the balance sheet described as unearned income.
Interest income is recognised on a time proportion basis.
f)
Translation of Foreign Currencies
Transactions in foreign currencies during the year are converted into the functional currency, Nigeria
Naira, using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and
losses resulting from the settlement of such transactions and from the translation at year-end exchange
rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the profit
and loss account.
Losses on foreign exchange transactions are recognised as an expense in the period in which they are
incurred, except when they are directly attributable to the acquisition, construction or production of an
asset invoiced in foreign currency, where there is no means of hedging against exchange losses. These
are included as part of additions to fixed asset.
g)
Receivables
Debtors are stated after deduction of provision for debts considered to be doubtful of recovery. A
provision for impairment of receivables is established when there is objective evidence that the company
will not be able to collect all the amounts due according to the original terms of receivables. The amount
of the provision is recognised in the profit and loss account.
31
h)
Property, Plant and Equipment
All categories of property, plant and equipment are stated at historical cost less depreciation.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Company and the cost of the item can be measured reliably. All other repairs and maintenance are
charged to the profit and loss account during the financial period in which they are incurred.
Leasehold land is accounted for as non-current assets and the unexpired term is disclosed.
Property, plant and equipment are reviewed for impairment annually and whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset's carrying amount exceeds it recoverable amount. The
recoverable amount is the higher of an asset's fair value less costs to sell and value in use.
Gains and losses on disposal of property, plant and equipment are determined by reference to their
carrying amounts and are taken into account in determining operating profit.
Depreciation
Depreciation on assets is calculated using the straight line method to write down their cost or revalued
amounts to their residual values over their estimated useful lives, as follows:
Buildings and leasehold improvement
Plant and machinery
Furniture and fittings
Computer and office equipment
Motor vehicle
2-5%
10-33.33%
20%
10-33.33%
20-25%
Capital work in progress is not depreciated until completion of the construction work and is capitalised
under the appropriate asset category.
Plant and machinery represents plants, machineries, lifts and conveyors and air-conditioning.
i)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is the cost of direct materials to
the company's premises and other direct costs. Net realisable value is the estimated selling price in the
ordinary course of business, less selling expenses
j)
Investments
Long term investments are shown at cost less amounts written off and provisions for diminution in value.
Provisions are made for permanent diminution in the value of investments. Provisions for temporary
fluctuations in value are made if material.
Investment bid costs incurred are written off to the profit and loss account unless it is certain that the
Company will be successful in its bid to acquire a specific investment in which case such costs are
deferred to the balance sheet.
Income from investments is recognized as follows:
i)
ii)
Dividends are recognized in the profit and loss account on the date the Company’s right to receive
payment is established; and
Interest earned on cash investments in money market instruments is recognised in the profit and
loss account as it accrued.
Investments where the Company controls the financial and operating policies are consolidated.
Impairment on investments
The carrying amounts of the long term investments are reviewed at each balance sheet date by the
Group 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, which is the higher of its fair value less
costs to sell and its value in use, is estimated in order to determine the extent of the impairment loss.
32
Any impairment charge is recognised in the income statement in the year in which it occurs. Impairment
losses are recognized in the income statement, unless an asset has previously been revalued, in which
case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any
excess recognised through the income statement.
K)
Taxation
Taxation expense is the aggregate of the charge to the profit and loss account in respect of income tax,
education tax and deferred tax.
Income tax is the amount of income tax payable on the taxable profit for the year determined in
accordance with the Companies Income Tax Act (CITA). Education tax is assessed at 2% of the chargeable
profits.
Deferred tax is provided, using the liability method, for all temporary differences arising between the
tax bases of assets and liabilities and their carrying values for financial reporting purposes. The principal
temporary differences arise from depreciation on fixed assets and provisions for pensions and other post
retirement benefits. Currently enacted tax rates are used to determine deferred tax.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be
available against which the temporary differences can be utilised.
l)
Employee Benefit
1) Retirement benefit obligations
Some subsidiaries operate defined contribution retirement schemes and unfunded defined benefit
service gratuity scheme; while the Company operates a defined contribution scheme. The schemes
for retirement benefits are as follows:
Staff Gratuity Scheme
This is a defined contribution scheme for employees who have served for a continuous period
exceeding two years.
Staff Pension Scheme
Except as stated below for Transcorp Hilton, the group operated the defined contributory pension
scheme in line with the Pensions Reform Act of 2004. The scheme is funded by equal contribution of
7.5% of Basic, Housing and Transport allowances from both the company and the employee. The
contributions are deducted and remitted to each employee’s Pension Fund Administrator (PFA) on a
monthly basis.
The company’s contribution is charged to profit and loss account; while employee’s contributions are
deducted from monthly salaries.
Hilton’s Internal Pension Scheme
This is an internal pension arrangement between the hotel and its employees payable on retirement.
The employer contributes 20% of the employee’s basic salary for all confirmed staff who have spent a
minimum of one year as a staff. The scheme is non contributory for employees.
The company’s contributions to the defined contribution scheme is charged to profit and loss
account in the year to which they relate.
The liability recognised on the balance sheet in respect of the defined benefit plan is monetary value
of the defined benefit obligation at the balance date. The defined benefit obligation is calculated
annually based on the entitlements of staff as defined by the scheme handbook.
2) Other entitlements
The estimated monetary liability for employee’s accrued annual leave entitlement at the balance
sheet date is recognised as an expense accrual.
33
m)
Borrowings
Borrowings are recognised initially net of transaction costs incurred, and interest and fees are charged to
the profit and loss account over the life of the loan.
Borrowings are classified as current or non-current liabilities as deemed applicable.
n)
Borrowing costs
Borrowing costs are recognised as an expense in the period in which they are incurred, except when they
are directly attributable to the acquisition, construction or production of a qualifying asset. These are
included as part of additions to fixed asset. A qualifying asset is an asset that takes a substantial period of
time to get ready for its intended use or sale.
o)
Share capital
Ordinary shares are classified as equity. Share issue costs net of tax are charged to share premium
account.
p)
Cash and Cash equivalents
Cash and cash equivalents represent cash and bank balances as well as any short term investments that
are readily convertible to cash.
q)
Segment reporting
A segment is a distinguishable component of the Company that is engaged either in providing products or
services (business segment) or in providing products or services within a particular economic
environment (geographical segment), which is subject to risks and rewards that are different from those
of other segments. Segments with a majority of revenue earned from sales to external customers and
whose revenue, result or assets are 10 percent or more of all the segments are reported separately.
r)
Comparatives
Where necessary comparative figures have been adjusted to conform with changes in presentation in the
current period.
34
N’000
Note
3
4
Group
Company
2010
2009
2010
2009
12,995,152
(4,744,610)
8,250,542
(4,532,465)
2,382,396
2,382,396
(1,709,409)
2,785,717
2,785,717
(1,432,891)
Revenue
Cost of revenue
Gross profit
Administrative and general expenses
5
13,927,551
(4,694,165)
9,233,386
(5,470,203)
Operating profit
Other income
Interest expense
6
8
3,763,183
432,999
(137,053)
3,718,077
1,558,965
(2,043,882)
672,987
71,828
(137,053)
1,352,826
792,022
(2,043,882)
3,233,160
(2,006,583)
2,849,087
3,456,849
(132,590)
100,966
(83,600)
Exceptional items
Profit before taxation
Taxation
9
10
2,849,087
6,908,216
(1,518,430)
Profit after taxation
24
5,389,786
1,226,577
3,324,259
17,366
3,207,442
2,182,344
5,389,786
(731,673)
1,958,250
1,226,577
-
-
0.21
0.05
0.13
0.00
Attributable to:
Equity holders of the company
Non controlling interests
Basic and diluted earnings per
share (Naira)
11
The statement of significant accounting policies on pages 29 to 33 and the notes on pages 37 to 46 form an integral part of these
financial statements.
35
N'000
Group
Note
2010
2009
2010
2009
6,727,868
18,619,790
-
604,914
18,490,225
-
551,318
13,976,723
-
654,946
2,966,207
5,783,874
9,405,027
1,381,252
1,046,611
2,427,863
509,232
1,363,443
1,872,675
6,425,029
5,650,557
528,571
291,538
4,230,758
4,501,745
-
247,539
4,181,187
528,571
291,538
114,949
240,144
-
12,604,157
9,024,041
4,957,297
646,631
31,870
380,986
(2,529,434)
1,226,044
1,321,429
1,435,911
965,282
1,950,093
831,419
1,321,429
-
-
26,638,920
22,947,132
15,244,276
15,754,085
12,906,999
27,071,664
(18,612,264)
5,272,521
11,256,836
28,721,827
(23,128,157)
6,096,626
12,906,999
27,071,664
(24,734,387)
-
11,256,836
28,721,827
(24,224,578)
-
26,638,920
22,947,132
15,244,276
15,754,085
Non-current assets
Property, plant and equipment
Long term investments
Goodwill on acquisition
Deferred tax asset
13
15
14
22
7,832,878
2,852,182
19,482,953
161,659
Current assets
Inventory
Receivables and prepayments
Cash and cash equivalents
16
17
18
680,541
3,616,578
8,338,908
12,636,027
Current liabilities
Bank overdraft
Taxation
Payables and accrued expenses
Borrowings falling due within a year
19
10
20
21a
Net current assets/(liabilities)
Non-current liabilities
Borrowings falling due after one year
Deferred tax liability
Retirement benefit obligation
21b
22
23
Net assets
Company
Equity
Share capital
Share premium
Reserves
Non-controlling interest
Shareholders funds
12a
12b
24
25
The financial statements and notes on pages 29 to 48 were approved by the Board of Directors on 28th of July, 2011 and signed
on its behalf by:
------------------------------------------Director
..........................................
Director
36
N'000
Note
Group
Company
2010
2009
2010
2009
4,658,195
(9,528)
(515,997)
-
7,420,940
(17,827)
(457,409)
(75,000)
(19,187)
-
3,431,765
-
4,132,670
6,870,704
(19,187)
3,431,765
(1,604,358)
10,347
(1,664,414)
259,380
(883,992)
20,863
63,181,907
594,716
(97,582)
(1,664,414)
42,942
(11,853)
63,181,907
40,148
(2,999,045)
62,913,494
(1,719,054)
63,210,202
1,321,429
528,571
(291,538)
(137,053)
(63,780,000)
179
(3,648,627)
(2,043,882)
1,321,429
528,571
(291,538)
(137,053)
(63,780,000)
179
(2,043,882)
1,421,409
(69,472,330)
1,421,409
(65,823,703)
311,868
5,472,006
5,783,874
(316,832)
1,363,443
1,046,611
818,264
545,179
1,363,443
5,783,874
1,046,611
1,363,443
Operating activities
Cash generated from operations
Gain on sale of fixed assets
VAT paid
Income taxes paid
26
6
10
Net cash generated from /(used in) operations
Investing activities
Purchase of property, plant and equipment
Proceeds from sale of fixed assets
Disposal of subsidiaries -NITEL
Investment in subsidiaries
Interest received
13
15
6
Net cash (used in)/generated from investing activities
Financing activities
Increase/(decrease) in long term borrowings
Increase in short term borrowings
(Decrease)/increase in bank overdraft
Dividend paid
Interest payment
19
8
Net cash generated from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash at beginning of the year
Cash at end of the year
18
2,555,034
5,783,874
8,338,908
Cash and cash equivalents:
This comprises:
Cash at bank and in hand
18
8,338,908
The statement of significant accounting policies on pages 29 to 33 and the notes on pages 37 to 46 form an integral part of these financial statements.
37
N’000
1
The Company
Transnational Corporation of Nigeria Plc was incorporated in Nigeria under the Companies and
Allied Matters Act as a public limited liability Company. The principal activity of the Company is
the investment in and operation of portfolio companies in various business sectors including the
telecommunication, energy, real estate and hospitality sectors.
2
Segment information
The Company's primary reporting is by business segment and it currently only operates in one
business segment which is the provision of hospitality services. The Company also operates in
one geograhical segment. Information relating to both the business and geographical segments
have been presented in these financial statements.
Group
3
Company
2010
2009
2010
2009
8,986,083
3,882,787
367,399
185,235
5,171
500,876
-
8,461,965
3,480,103
293,726
186,846
572,513
-
-
-
2,382,396
2,785,717
13,927,551
12,995,152
2,382,396
2,785,717
691,496
994,406
1,415,249
1,593,014
4,694,165
1,045,207
905,367
924,564
1,869,472
4,744,610
-
-
1,023,354
1,340,499
55,700
1,119,193
260,227
194,112
242,493
87,121
1,147,504
5,470,203
838,750
1,127,832
40,750
1,093,745
210,827
56,426
1,164,135
4,532,465
323,326
43,986
32,500
260,227
124,913
242,493
681,964
1,709,409
346,311
41,172
25,000
210,827
56,426
753,155
1,432,891
164,091
9,528
259,380
432,999
196,422
17,827
594,716
750,000
1,558,965
28,886
42,942
71,828
1,874
40,148
750,000
792,022
Revenue
Rooms
Food & Beverage
Shop rental
Service charge
Laundry
Other operating revenue
Dividend income
All revenue was generated in Nigeria
4
Cost of revenue
Rooms
Staff costs (Note 7)
Food and beverage
Other operating departments
5
Administrative and general expenses
Administrative and general expenses mainly comprise the following:
Staff costs (Note 7)
Depreciation (Note 13)
Auditors' remuneration
Management and incentive fees (Note 31a)
Professional fees
Director's remuneration
Acquisition expenses on investments
Provision for slow moving inventories
Other operating expenses
6
Other income
Other operating income
Profit on fixed asset disposal
Interest income
Loan waiver
In 2009, the Federal Government of Nigeria revoked the sale of Nitel to Transcorp. Subsequently, all loans obtained from the
bank by Transcorp to finance the purchase of Nitel was paid off by the Federal Government. The amount of N750 million
represents additional loans obtained which was waived on the full and final settlement of all loans obtained.
38
N’000
7
Particulars of directors and staff
a.
The average number of persons, excluding directors, employed by the group and company during the year was as follows:
Group
Managerial
Senior staff
Others
Company
2010
2009
2010
2009
Number
24
75
1,428
Number
360
905
17
Number
13
21
12
Number
20
20
7
1,527
1,282
46
47
b.
The table below shows the number of employees(excluding directors), who earned over N50,000 as emoluments in the year
and were within the bands stated.
Number
Number
Number
Number
N50,001 - N500,000
531
330
N500,001 - N1,000,000
26
26
15
16
N1,000,001 - N2,000,000
882
842
7
7
N2000,001 - N4,000,000
61
58
8
8
Above N4000,000
27
26
16
16
1,527
1,282
46
47
c.
Staff cost for the above persons (excluding Executive Directors)
Group
2009
2010
2009
1,829,699
76,977
111,084
1,363,437
291,350
89,330
310,612
12,714
339,174
7,137
2,017,760
1,744,117
323,326
346,311
994,406
1,023,354
905,367
838,750
323,326
346,311
2,017,760
1,744,117
323,326
346,311
Emoluments of Directors
The remuneration paid to the Directors of the Company was:
Emoluments (including fees, pension
contributions and benefits in kind)
194,112
169,072
124,913
56,426
60,000
65,925
60,000
Salaries and wages
Gratuity, termination / severance pay
Pension cost
d.
e.
Company
2010
Analysis of staff costs:
Cost of revenue
Administrative and General expenses
Amount paid to the highest paid Director
(excluding pension contributions)
65,925
The number of directors of the Company (including the highest paid Director) whose remuneration, excluding pension
contributions in respect of services to the Company fell within the following ranges:
Less than N10,000,000
Over N10,000,000
8
Number
16
5
21
Number
11
4
15
Number
9
2
11
Number
8
1
9
(137,053)
(2,043,882)
(137,053)
(2,043,882)
Interest expense
Interest expenses:
Interest expense on loan
39
N’000
9
Exceptional Items
Group
2010
Write back of provision for investment in oil block
Company
2009
2,849,087
2,849,087
-
2010
2009
2,849,087
2,849,087
-
In May 2006, the company invested in an oil block (OPL 281). In November 2007, this was
cancelled by the Federal Government and full provisions was made for the oil block in the
company's books. However, in February 2011, the Federal Government revalidated the oil
block. An adjustment has been passed in the books to reverse the provisions earlier made for the
oil block.
10
Taxation
Income tax
Education tax
Deferred tax (write back)/provision
2,018,078
176,193
2,194,271
(675,841)
1,507,457
140,696
1,648,153
358,430
102,924
29,666
132,590
-
83,600
83,600
-
1,518,430
2,006,583
132,590
83,600
4,230,758
2,194,271
-
2,657,605
1,648,153
(75,000)
114,949
132,590
-
31,349
83,600
-
6,425,029
4,230,758
247,539
114,949
The movement in tax payable is as follows:
At 1 January
Provision for the year
Payment during the year
At 31 December
11
Earnings per share
Basic earnings per share (EPS) is calculated by dividing the profit after taxation by the weighted
average number of ordinary shares in issue during the year. The adjusted EPS is calculated using
the number of shares in issue at balance sheet date.
Group
Profit attributable to shareholders of
the Group /Company
Weighted average number of ordinary shares
in issue
Basic Earnings per share (Naira)
Adjusted Earnings per share (Naira)
Company
2010
2009
2010
2009
5,389,786
1,226,577
3,324,259
17,366
25,813,998
22,513,672
25,813,998
22,513,672
0.21
0.05
0.13
0.00
-
0.05
-
0.00
40
N’000
12a Share capital
b.
Group
Company
2010
N’000
2009
N’000
2010
N’000
2009
N’000
Authorised:
36,000,000,000 ordinary shares of 50kobo each
18,000,000
18,000,000
18,000,000
18,000,000
Allotted, called up and fully paid:
25,813,998, 283 (2009: 22,513,672,183)
ordinary shares of 50kobo each
12,906,999
11,256,836
12,906,999
11,256,836
Share premium
Share premium
27,071,664
28,721,827
27,071,664
28,721,827
The prior year, financial statement was qualified because of the inability to reconcile the
ordinary shares issued by the company. However, during the year, the total number of shares in
issue have been reconciled and adjustmets have been passed between the share capital and
share premium accounts to reflect the number of ordinary shares in issue by the company. The
movement in share capital and share premium is shown below.
13
Share capital
1 January 2010 - 22,513,672,183 ordinary shares of 50kobo each
Reclassification from share premium - 3,300,326,100 ordinary shares of 50k each
N’000
11,256,836
1,650,163
31 December 2010 - 25,813,998,283 ordinary shares of 50kobo each
12,906,999
Share premium
1 January 2010
Reclassification to share capital
31 December 2010
28,721,827
(1,650,163)
27,071,664
Property, Plant and Euqipment
Leasehold
Land &
Building
Plant &
Machinery
Furniture &
Fittings
Computer &
Office
Equipment
Motor
Vehicles
Capital
Work in
Progress
Total
Group
Cost:
At 1 January 2010
Transfers in
Additions
Disposals/Write offs
2,575,049
556,603
72,114
-
9,575,848
297,331
273,268
(33,723)
1,500,982
224,959
1,013,658
(26,532)
103,154
4,977
4,942
(280)
366,375
6,195
96,246
(13,238)
144,130
-
14,121,408
1,090,065
1,604,358
(73,773)
At 31 December 2010
3,203,766
10,112,724
2,713,067
112,793
455,578
144,130
16,742,058
Depreciation:
At 1 January 2010
Transfers in
Charge for the year
Disposals
777,832
21,325
52,741
-
5,389,025
118,370
894,012
(19,477)
899,915
89,598
325,793
(25,860)
94,131
1,788
11,558
(84)
232,637
2,719
56,395
(13,238)
-
7,393,540
233,800
1,340,499
(58,659)
At 31 December 2010
851,898
6,381,930
1,289,446
107,393
278,513
-
8,909,180
Net book amount:
At 31 December 2010
At 31 December 2009
2,351,868
1,797,217
3,730,794
4,186,823
1,423,621
601,067
5,400
9,023
177,065
133,738
144,130
-
7,832,878
6,727,868
Transfers in relates to property, plant & equipment of the new subsidiary, Transcorp Metropolitan Hotels & Conferencing Limited
which was acquired during the year.
The unexpired lease term on land is 94 years.
Notes to the Consolidated Financial Statements
13
41
Property, Plant and Equipment (continued)
N’000
Leasehold
Land &
Building
Plant &
Machinery
Furniture
& Fittings
Computer &
Office
Equipment
Motor
Vehicles
Total
Company
Cost:
At 1 January 2010
Additions
519,363
72,114
14,042
-
68,538
-
103,154
2,668
34,530
22,800
739,627
97,582
At 31 December 2010
591,477
14,042
68,538
105,822
57,330
837,209
Depreciation:
At 1 January 2010
Charge for the year
10,838
6,278
11,931
1,751
51,285
13,708
94,131
10,811
20,124
11,438
188,309
43,986
At 31 December 2010
17,116
13,682
64,993
104,942
31,562
232,295
Net book amount:
At 31 December 2010
At 31 December 2009
574,361
508,525
360
2,111
3,545
17,253
880
9,023
25,768
14,406
604,914
551,318
The unexpired lease term on land is 94 years
14
Goodwill
Goodwill is analysed as follows:
Group
At 1 January
Additions during the year
At 31 December
Company
2010
2009
2010
2009
18,619,790
863,163
18,619,790
-
-
-
19,482,953
18,619,790
-
-
Additions to goodwill during the period arose as a result of the 100% acquisition of the shares of Metropolitan Hotel, Calabar (now
Transcorp Metropolitan Hotels and Conferencing Limited) by Transnational Corporation of Nigeria Plc. The effective date of
acquisition of the investment is 30 June 2010.
The purchase consideration of the acquisition is N2.85billion while acquisition related costs of N231.8million in respect of legal,
valuation, financial due diligence and financial advisory fees was incurred in the process of the acquisition. The acquisition related
costs have been written off to the profit and loss account.
Goodwill has arisen from the excess of the consideration over acquisition-date fair values of identifiable assets and liabilities
acquired/assumed respectively. The Company's assessment of the goodwill for impairment has not resulted in any provisions.
15
Long term investments
Group
Company
2010
2009
2010
2009
Oil block
Transcorp Metropolitan Hotels & Conferencing Limited
Other subsidiaries companies
2,849,087
3,095
2,849,087
-
13,868,523
2,849,087
1,661,320
108,200
3,095
13,868,523
2,849,087
108,200
-
Provision for oil block
2,852,182
-
2,849,087
(2,849,087)
18,490,225
-
16,825,810
(2,849,087)
2,852,182
-
18,490,225
13,976,723
2010
2009
2010
Company
2009
2,852,182
2,852,182
-
13,976,723
4,513,502
18,490,225
13,976,723
13,976,723
Movement in investment in subsidiaries is analysed as follows:
Group
At beginning of year
Additions - cost
At end of year
42
N’000
15
Long term investments (continued)
a.
In June 2010, the company acquired 100% of the ordinary shares of Kingsville Hotels Limited, owner and operator of the
Metropolitan Hotel, Calabar now Transcorp Metropolitan Hotels and Conferencing Limited for N2.85billion. The consideration of the
hotel was cash financed by a combination of operating cash flows and a N1.85 billion term loan from a bank. The loan is secured by
the property acquired in the transaction.
b.
The investment in the oil block represents payments on account of assets in the course of acquisition of an oil block from the Federal
Government in May 2006. In November 2007, this was cancelled by the Federal Government and full provisions was made for the oil
block in the company's books. However, in February 2011, the Federal Government revalidated the oil block. An adjustment has
been passed in the books to reverse the provisions earlier made for the oil block.
c.
Investment in subsidiary companies eliminated on consolidation include:
Transcorp Refining Company Limited
Transcorp Telecomms Limited
Telecommunications Backbone Development Company Limited
Transcorp Hotels and Leisure Limited
Transcorp Infrastructure Limited
Transcorp Trading and Logistics Limited
Transcorp Commodities Limited
Transcorp Hilton Limited
Allied Commodities Limited
Transcorp Metropolitan Hotels & Conferencing Limited
13,868,523
1,000
10,000
9,900
9,500
9,500
9,500
10,000
9,500
9,900
9,500
9,900
10,000
1,661,320
15,638,043
All subsidiary companies except Transnational Hotels and Tourism Services Limited, Transcorp Metropolitan Hotels and Conferencig
Limited, Transcorp Energy Limited, Transcorp Properties Limited, Teragro Commodities Limited and Telecommunication Backbone
Development Company are dormant and are undergoing voluntary winding up proceedings.
d.
Other relevant details of the investments are as follows:
Subsidiaries
Year of
Incorporation
Country of Nature of
Incorporation Business
Issued
Share
Capital
N’000
Groups
Interest
Transnational Hotels and Tourism
Services Ltd.
2005
Nigeria
Rendering of hospitality
services.
5,000
51%
Transcorp Refining Company Ltd.
2005
Nigeria
Oil and gas consultancy
exploration, refining and marketing.
1,000
100%
Transcorp Telecomms Ltd
2006
Nigeria
Distribution of global
systems for mobile communication.
10,000
100%
Telecommunications Backbone
Development Company Ltd.
2008
Nigeria
Internet service providers
browsing and e-mail services
10,000
99%
Teragro Commodities Ltd.
2008
Nigeria
Cultivate the soil and grow
Food, cash and fodder crops
10,000
95%
Transcorp Hotels and Leisure Ltd.
2008
Nigeria
Car rental, hiring and
protocol services
10,000
95%
Transcorp Infrastructure Ltd.
2008
Nigeria
Power generation,
distribution and sale
10,000
95%
Transcorp Trading and Logistics Ltd.
2006
Nigeria
General maritime
operations including
Transportation.
10,000
100%
2008
Nigeria
Dealers in agricultural and
mineral products
10,000
95%
2008
Nigeria
Manage hotels, cafeterias,
eateries, dinners, canteens
cafes, pizzerias, snack bars, etc
10,000
99%
43
15
Long term investments (continued)
N’000
e.
2008
Nigeria
Sale and purchase of
wholesale and retail commodities.
10,000
95%
2008
Nigeria
Mining, refining and
supply merchants of mining
produce.
10,000
99%
2008
Nigeria
Building, contractors,
decorators, merchants and
dealers in stone, sand, lime,
Iron, etc
10,000
100%
Transcorp Metropolitan Hotel and
Conferencing Limited
2010
Nigeria
Rendering of hospitality
services.
5,000
100%
Condensed results of operations for subsidiaries as at 31 December 2010
THTSL
13,641,192
9,150,708
5,784,824
6,001,262
(1,547,499)
4,453,763
286,359
82,678
(167,499)
(167,499)
161,659
(5,840)
Condensed financial information
Current assets
Current liabilities
Net assets/(liabilities)
15,100,293
11,484,526
7,655,268
67,174
1,298,726
(424,327)
Condensed cash flow
Net cash generated from operating activities
Net cash used in investing activities
Net cash used in financing activities
8,587,749
(1,267,206)
(4,453,763)
376
(12,785)
-
Movement in cash and cash equivalents
2,866,780
(12,409)
Subsidiary financial split
Cash and bank balances
7,286,913
5,384
Group
2009
2010
16
2010
Company
2009
Inventory
Food and beverage
Fuel
Engineering stores
Guest supplies
17
TMHCL
Condensed profit and loss accounts
Turnover
Gross profit
Operating profit/(loss)
Profit /(loss) before taxation
Taxation
Profit /(loss) after taxation
Receivables and prepayments
Trade receivables
WHT receivables
Other receivables and prepayments
Related party receivable
Dividend receivable
Provision for bad and doubtful debts
114,389
6,701
350,517
208,934
144,368
4,262
377,032
129,284
-
-
680,541
654,946
-
-
841,757
2,841,069
(66,248)
3,616,578
698,976
37,187
2,319,486
(89,442)
2,966,207
181,505
1,199,747
1,381,252
125,078
417,591
(33,437)
509,232
44
N’000
18
Group
2010
2009
Cash and cash equivalents
Cash and bank balance
Restricted cash
Company
2010
2009
8,137,390
201,518
5,783,874
-
845,093
201,518
1,363,443
-
8,338,908
5,783,874
1,046,611
1,363,443
Restricted cash relates to 3 months principal and interest on the N1.85billion loan obtained from UBA which the company is
expected to keep in a debt reserve account at anytime throughout the duration of the loan.
19
Bank overdraft
Bank overdraft
20
291,538
-
291,538
1,223,160
4,375,582
51,815
-
872,680
3,477,502
112,950
38,613
-
238,918
3,942,269
131,944
108,200
5,650,557
4,501,745
4,181,187
240,144
Payables and accruals
Trade creditors
Other payables and accruals
Deposits from guests
Unearned income
Due to related companies (Note 31d)
21
-
Borrowings
Group
2010
2009
Maturity Date
a.
b.
Company
2010
2009
Borrowings falling due within a year
UBA Plc
June 2014
528,571
-
528,571
-
Borrowings falling due after one year
UBA Plc
June 2014
1,321,429
1,850,000
-
1,321,429
1,850,000
-
The effective interest rate on borrowings for the financial year ended 31 December 2010 was 15% . The tenor of the loan is 4
years. The loan had a morotarium period of 6 months hence repayment of the principal amount will only commence in January
2011. The loan is secured by a legal mortgage over the Metropolitan Hotel property, pledge of shares of Kingsville Nigeria
Limited and a negative pledge over the fixed and floating assets of the borrower, Transnational Corporation of Nigeria Plc.
Group
2010
22
Deferred tax
The movement in deferred tax is as follows:
(i) Deferred Tax liability
At start of year
Changes during the year:
- Charge to P & L
At end of year
(ii) Deferred Tax Asset
At start of year
Changes during the year:
- Charge to P & L
At end of year
23.
Company
2010
2009
2009
1,950,093
1,591,663
-
-
(514,182)
1,435,911
358,430
1,950,093
-
-
-
-
-
-
(161,659)
(161,659)
-
-
-
Retirement Benefit Obligation
Gratuity obligations represent provisions for liabilities in respect of retirement gratuity as stated in the accounting policies.
Movement in gratuity liability balance during the year is stated below:
Balance as at 1 January
Charge to profit and loss account
Paid in the year
Balance as at 31 December
831,419
185,443
(51,580)
965,282
766,810
291,350
(226,741)
831,419
-
-
45
N’000
24.
Reserves
At start of year
Adjustments to prior year reserves
Profit for the year
Pre-acquisition reserves-Transcorp Metropolitan
At end of year
Group
2010
2009
(23,128,157)
(285,509)
5,389,786
(588,384)
(18,612,264)
Company
2010
2009
(24,816,465)
461,731
1,226,577
(23,128,157)
(24,224,578)
(3,834,068)
3,324,259
(24,734,387)
(24,241,944)
17,366
(24,224,578)
Adjustment to prior year reserves
Company (N3,834,068)
The adjustment to prior year reserves relates to excess dividends paid by one of the subsidiaries, Transnational Hotels and Tourism
Services Limited to the company.
Group
Pre-acquisition reserves (N588,384)- This relates to the pre-acquisition reserves of the new subsidiary, Transcorp Metropolitan
Hotels and Conferencing Services Limited.
Adjustment to prior year reserves (N285,509) - This relates to prior year dividend income which was received in the current year.
25.
Non-Controlling interest
This comprises amounts due to holders of non-controlling shares in the subsidiary companies.
1 January 2010
Movement during the year:
Dividend declared during the year
Adjustment relating to prior year
31 December 2010
6,096,626
10,206,994
-
-
(2,071,367)
1,247,262
(4,110,368)
-
-
-
5,272,521
6,096,626
-
-
Adjustment relating to prior year is in respect of excess dividends paid by one of the subsidiaries, Transnational Hotels and
Tourism Services Limited to the NCI in the prior years which was not accounted for in those years. This has been accounted for
as a receivable from the NCI in the current year.
26.
Cash generated from operating activities
Profit before taxation
Adjustment for non cash items
Depreciation
Fixed assets written off
Write back of Investment
Interest payment
Interest received
Adjustments to reserves
Non-cash movement in NCI
6,908,216
3,233,160
3,456,849
100,966
1,340,499
14,295
(2,849,087)
137,053
(259,380)
(873,893)
(824,105)
1,127,832
2,043,882
(594,716)
-
43,986
(2,849,087)
137,053
(42,942)
(3,834,069)
-
41,173
2,043,882
(40,148)
-
(650,371)
(25,595)
1,740,563
3,210,475
59,804
(1,659,497)
(872,020)
3,941,043
4,403,250
(3,117,358)
4,658,195
7,420,940
(19,187)
3,431,765
Other adjustments to reconcile expenses for the year to
Cash from operating activities
(Increase)/decrease in debtors and prepayment
(Increase)/decrease in inventory
(Decrease)/increase in payables and accrued expenses
Net cash generated from /(used in) operations
27
Contingent liabilities
i)
Ownership of Capital Leisure and Hospitality Limited
In 2005, as part of the Privitisation of the Federal Government of Nigeria, the Company was part of a consortium that bidded and
won the acquisition of a 51% stake of NIRMSCO Properties Limited (NPL), which owns the Transcorp Hilton Hotel Abuja. This
successful consortium, Capital Leisure and Hospitality Limited (CLHL) acquired the 51% in NPL. Transnational Corporation of
Nigeria Plc, owns 70% of CLHL and in line with the Memorandum of Understanding (MoU) with the other consortium members
exercises a Power of Attorney over the remaining 30% of CLHL. The veracity of the ownership of the 30% as a result the Power of
Attorney is in dispute and there are a number of cases in the law courts on this ownership matter. In line with the terms of the MoU,
the matters have been transferred to arbitration.
The Board of Transnational Hotels and Tourism Services Limited (THTSL) (formerly NPL) is comprised of six Directors with the
Company providing three of those including the Chairman. Accordingly, the Company controls the board of THTSL. It is on the basis
of the 70% ownership stake in CLHL, the Power of Attorney over the remaining 30% and the control of the Board of THTSL that the
financial statements of THTSL have been consolidated.
46
N’000
ii)
BGL finance facility
In July 2008, Telecommunications Backbone Development Company (TBDC), a wholly-owned subsidiary of Transnational
Corporation of Nigeria Plc entered into an agreement with BGL Ltd. A bridge finance facility of N1billion was provided by BGL Ltd at
an interest rate of 23%. The settlement of this facility was to include the allotment of shares in TBDC, which was never done. The
transaction was executed by the former Group Managing Director and the Company Secretary without the knowledge or
authorisation of the Board of Directors.
In October 2009, BGL demanded payment. The board of directors has resolved that Transnational Corporation of Nigeria Plc is not
liable to BGL Ltd and will not accept responsibility for any unauthorised action by the person(s) on its behalf. Accordingly, this
facility has not been recognised in the financial statements of the Company and the Group.
28
Capital commitments
There was no capital commitment at 31 December 2010.
29
Going concern
The financial statements have been prepared on a going concern basis. Management have no doubt that the company would remain
in existence after 12 months.
30
Subsequent events
In February 2011, the Federal Government of Nigeria revalidated the company's oil block which was revoked in September 2009,
hence the provisions made for the oil block has been reversed from the books. This has been included as an exceptional item in the
profit and loss account.
Also, in May 2011, Teragro Commodities Limited, a wholly owned subsidiary of Transnational Corporation of Nigeria Limited signed a
lease agreement with the Benue state Government for the takeover of Benfruit Nigeria Limited, a fruit juice concentrate company.
The lease is for a period of 10years and lease rental of N30million will be paid per annum.
Also, subsequent to year end, winding up petitions has been made for the winding up of the followings subsidiaries which have been
dormant over the years:
- Transcorp Hotels and Leisure Limited
- Transcorp Infrastructure Limited
- Transcorp Commodities Limited
- Transcorp Hilton Limited
- Allied Commodities Limited
31
a
Related parties
Hilton International UK
A subsidiary has an agreement with Hilton International U.K for the management of the operations of the hotel (Transcorp Hilton
Hotel). During the year, the subsidiary paid management and incentive fees totaling N1.119 billion (2009: N1.094 billion) to Hilton
International UK. A balance of N108 million representing fees for the month of December 2010 was outstanding as at 31 December
2010.
b
Ministry of Finance Incorporated
Ministry of Finance Incorporated (MOFI) owns 49% of Transnational Hotels & Tourism Services Limited (THTSL) shares and is
represented on the board of the Company. No transactions occurred between the Company and MOFI during the year.
c
Loans to Directors
No loans were granted to the Directors of the company during the year (2010: Nil).
d
Due to related parties
Group
Transcorp Refining Company Limited
Transcorp Telecomms Limited
Telecommunications Backbone Development Company Limited
Transcorp Hotels and Leisure Limited
Transcorp Infrastructure Limited
Transcorp Trading and Logistics Limited
32
Company
2010
2009
2010
2009
-
-
1,000
10,000
9,900
9,500
9,500
9,500
10,000
9,500
9,900
9,500
9,900
10,000
3,834,069
1,000
10,000
9,900
9,500
9,500
9,500
10,000
9,500
9,900
9,500
9,900
10,000
-
-
-
3,942,269
108,200
Accounting periods
For the year ended 31 December 2010, six months financial statement was consolidated for Transcorp Metropolitan Hotel &
Conferencing Limited, as against the twelve months period of the parent. This is because the subsidiary was acquired in June 2010.
47
2010
Group
N'000
2009
%
N’000
%
Revenue
Other income
Bought in services (local)
Bought in services (foreign)
13,927,551
432,999
(2,374,213)
(1,582,809)
134
4
(23)
(15)
12,995,152
1,558,965
(3,843,076)
(2,562,050)
159
19
(47)
(31)
Value added
10,403,528
100
8,148,991
100
Employees:
- To pay salaries, wages and other staff costs
2,017,760
19
1,744,117
21
Government:
Taxation
1,518,430
15
2,006,583
25
137,053
1
2,043,882
25
1,340,499
5,389,786
13
52
1,127,832
1,226,577
14
15
10,403,528
100
8,148,991
100
N'000
%
N'000
2,382,396
947,291
631,527
60
24
16
2,785,717
(152,031)
(101,354)
110
(6)
(4)
3,961,214
100
2,532,332
100
323,326
8
346,311
14
Government:
- Taxation
132,590
3
83,600
3
Providers of capital:
- To pay interest on borrowings
137,053
3
2,043,882
80
43,986
3,324,259
1
85
41,173
17,366
2
1
3,961,214
100
2,532,332
100
Distributed as follows:
Providers of capital:
- To pay interest on borrowings
Maintenance and expansion of assets:
- Depreciation
-Profit for the year
Value distributed
2010
Company
Revenue
Bought in services (local)
Bought in services (foreign)
Value added
Distributed as follows:
Employees:
- To pay salaries, wages and other staff costs
Maintenance and expansion of assets:
- Depreciation
- Profit for the year
Value distributed
2009
%
48
Group
Balance sheet
N’000
Year ended
31 December, 2010
Year ended
31 December, 2009
Year ended
31 December, 2008
Year ended
31 December, 2007
8 months ended
31 December, 2006
Non current assets
Current assets
Current liabilities
Long term liabilities
30,329,672
12,636,027
(12,604,157)
(3,722,622)
25,347,658
9,405,026
(9,855,460)
(1,950,093)
88,776,440
12,363,448
(74,179,033)
(1,591,663)
89,432,098
17,883,047
(75,195,638)
(875,418)
89,970,345
7,354,937
(77,886,234)
(359,607)
Net assets
26,638,920
22,947,132
25,369,192
31,244,089
19,079,441
Share capital
Share premium
Deposit for shares
Revenue reserve
Non-controlling interest
12,906,999
27,071,664
(18,612,264)
5,272,521
11,256,836
28,721,827
(23,128,157)
6,096,626
11,256,836
28,721,827
(24,816,465)
10,206,994
11,256,836
28,721,827
(19,842,070)
11,107,496
25,000
17,738,865
(11,971,282)
13,286,858
Shareholders fund
26,638,920
22,947,132
25,369,192
31,244,089
19,079,441
12 months
31 December
2010
12 months
31 December
2009
12 months
31 December
2008
12 months
31 December
2007
8 months
31 December
2006
13,927,551
6,908,216
(1,518,430)
12,995,152
3,233,160
(2,006,583)
11,064,022
(3,760,254)
(1,367,571)
8,762,280
(6,861,825)
(1,008,963)
7,116,119
(8,080,754)
(1,284,045)
5,389,786
1,226,577
(5,127,825)
(7,870,788)
(9,364,799)
0.21
0.05
(0.23)
0.84
(199.78)
Year ended
31 December, 2010
Year ended
31 December, 2009
Year ended
31 December, 2008
Year ended
31 December, 2007
8 months ended
31 December, 2006
Non current assets
Current assets
Current liabilities
Long term liabilities
19,095,139
2,427,863
(4,957,297)
(1,321,429)
14,528,041
1,872,675
(646,631)
-
77,739,268
5,457,661
(67,460,210)
-
77,680,554
12,859,603
(69,361,851)
-
77,697,741
1,751,483
(73,617,296)
-
Net assets
15,244,276
15,754,085
15,736,719
21,178,306
5,831,928
Capital and reserves
Share capital
Share premium
Deposit for shares
Revenue reserve
12,906,999
27,071,664
(24,734,387)
11,256,836
28,721,827
(24,224,578)
11,256,836
28,721,827
(24,241,944)
11,256,836
28,721,827
(18,800,357)
25,000
17,738,865
(11,931,937)
Shareholder’s funds
15,244,276
15,754,085
15,736,719
21,178,306
5,831,928
12 months
31 December
2010
12 months
31 December
2009
12 months
31 December
2008
12 months
31 December
2007
8 months
31 December
2006
2,382,396
3,456,849
3,324,259
2,785,717
100,966
(83,600)
17,366
2,561,652
(5,410,238)
(31,349)
(5,441,587)
3,067,072
(6,868,420)
(6,868,420)
466,595
(9,936,828)
(9,936,828)
0.13
0.00
(0.24)
(0.73)
(211.99)
Capital and reserves
Profit and loss accounts
Turnover
Profit/(Loss) before taxation
Taxation
Profit/(Loss) after taxation
Basic Profit/(Loss) per share (Naira)
Company
Balance sheet
Profit and loss accounts
Turnover
Profit/(Loss) before taxation
Taxation
Profit/(Loss) after taxation
Basic Profit/(Loss) per share (Naira)
49
Proxy Form
NUMBER OF SHARES HELD
TRANSNATIONAL CORPORATION OF NIGERIA PLC (RC 611238)
5th ANNUAL GENERAL MEETING TO BE HELD at Transcorp Hilton Hotel, Abuja at 11am
on the 15th of September 2011.
Resolutions
For
Against
1 To receive and consider the Audited accounts
for the period ended 31st December 2010 and
I/WE......................................................................................................
the reports of the Directors, Auditors and
Audit Committee thereon.
Being member/members of TRANSNATIONAL CORPORATION OF NIGERIA PLC.
2 To re-elect retiring directors
Hereby appoint.........................................................................................
Professor Ndi Okereke-Onyiuke, OON
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 Annual General Meeting of the company to be held at
........................................................on the....................................., 2011
and at any adjournment thereof.
High Chief O. B. Lulu-Briggs (Alternate Chief
Mrs. Seinye O. B. Lulu Briggs)
Dates this...........................................day of........................................2011
Olorogun O' tega Emerhor, OON
Signature...........................................
Notes
Mr. Kayode Fasola
1. This form of proxy together with the power of attorney or other authority, if any, under
which it is designed of a notarially certified copy thereof must reach the Registrars, 3 To confirm the appointments of
Mr. Tony Elumelu, MFR and
Afribank Ltd, No. 2A Gbagada Expressway, Anthony Village, Lagos not later than 48
Dr. Julius Kpaduwa to the Board of Directors
hours before the time for holding the meeting.
2. Where the appointer is a corporation, this form may be under seal or under hand of any 4 To fix the remuneration of the Directors
officer or attorney duly authorized.
3. This proxy will be used only in the event of poll being directed, or demanded.
5 To re-appoint the Auditors
4. In the case of joint holders, the signature of anyone of them will suffice, but the names 6 To authorise the Directors to fix
The remuneration of the Auditors.
of all joint holders should be shown.
5. It is a legal requirement that all entrustments of proxy must bear appropriate stamp 7 To elect members of the Audit Committee
duty from the Stamp Duties Office, and not adhesive postage stamps.
Before posting the above form, please cut off this part and retain it.
Please indicate with ‘X’ in the appropriate square how you wish your
votes to be cast on the resolutions set out above.
Admission Card
TRANSNATIONAL CORPORATION OF NIGERIA PLC (RC 611238)
5th ANNUAL GENERAL MEETING TO BE HELD at 11.00 am on Thursday the 15th of
September 2011 at the Transcorp Hilton Hotel, 1, Aguiyi Ironsi Street, Maitama, Abuja
Abuja, F.C.T.
Name of Shareholder
............................................................................................................
IF YOU ARE UNABLE TO ATTEND THE MEETING
A member (shareholder) who is unable to attend Annual General Meeting is allowed by law
to vote by proxy. A proxy need not be a member of the company. The above proxy card has
been prepared to enable you exercise your right to vote if you cannot personally attend.
No. Of share
Name and Address of Shareholder
50
E-DIVIDEND MANDATE
The Registrar,
ABUJA BRANCH OFFICE
AFRIBANK REGISTRARS LTD
AFRIBANK REGISTRARS LTD
2A Gbagada Expressway,
Anthony Village, Lagos.
P.M.B. 12974, Lagos.
Tel: 01-2799133-4, 01-7735967, 01-7735963
Fax: 012799132
Website: www.afribankregistrars.com
E-mails: info@afribankregistrars.com
customercare!afribankregistrars.com
Afribank House,
3, Kaura Namode Street2A Gbagada
Off Tafawa Balewa Way
Abuja F.C.T
Tel: 09-8700937, 09-8700074
Abuja E-mails: info@afribankregistrars.com
Dear Sir,
I/we hereby request that all dividend(s) due to me/us from my/our holding in Transnational Corporation Nigeria Plc be
paid directly to my/our Bank named below:
NAME OF BANK
BRANCH
BANK ADDRESS
BANK ACCOUNT NO.
SHAREHOLDER’S FULL NAME
SURNAME
TITLE
OTHER NAMES
FULL ADDRESS
CSCS NO
CHN NO:
BROKER’S NAME
MOBILE (GSM) NO
LAND LINE
E-MAIL
FAX
SHAREHOLDER’S SIGNATURE(S)/COY SEAL
BANK’S AUTHORIZED SIGNATURE/STAMP
1
1
2
2
51
52

Transcorp AR Visual2 - Transnational Corporation of Nigeria Plc

Transcription

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