TRANS-NATIONWIDE EXPRESS PLC REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 ST DECEMBER, 2017

Transcription

1 TRANS-NATIONWIDE EXPRESS PLC REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 ST DECEMBER, 2017

2 CONTENTS Trans-Nationwide Express Plc Corporate information 1 Results at a glance 2 Report of the directors 3 Report of the auditors 12 Report of the audit committee 13 Statement of comprehensive income 14 Statement of financial position 15 Statement of changes in equity 16 Statement of cash flows 17 Notes to the financial statements 18 Statement of value added 30 PAGE Five-year financial summary 31

3 CORPORATE INFORMATION Directors: Dr. Oladiran Fawibe - Chairman Mrs. Chidinma Iheme - Managing Director Mr. Kayode O. Ajakaiye Air Cdr. Dan Suleiman (Rtd) OFR CON - (Resigned WEF 13 th December, 2017) Mrs. Nneka Ikejiani Alhaji Umar B. Jimada Miss Oluwatosin Adebayo Mr. Ejike U. Okoli - (Resigned WEF 15 th September, 2017) Mrs. Aderonke O. Fatade - (Independent Director) Registered office: Secretaries: Registrars: Plot 28, Oshodi Apapa Expressway. Oshodi, Lagos. Nigeria. Tel : , , , tranex@tranex-ng.com Cautious Services Limited, Cautious House, 23 Road, G. Close, House 4, Festac Town, Lagos. Tel: , cautiouscafeoziabor@yahoo.com CardinalStone (Registrars) Limited 358, Herbert Macaulay Way, Besides St. Dominic Catholic Church, Yaba, P. O. Box 9117, Lagos. Registered number: RC Auditors: Bankers: HLB Z.O. Ososanya & Co., (Chartered Accountants), Bank of Agriculture Building, Plot 7, NERDC Road, Ikeja Central Business District, Alausa, Ikeja, P.O. Box 1433, Lagos. Tel: zoocolagos@yahoo.com Access Bank Plc Diamond Bank Plc Eco Bank Plc. Fidelity Bank Plc, First Bank of Nigeria Ltd, First City Monument Bank Ltd, Keystone Bank Limited Skye Bank Plc 1

4 RESULTS AT A GLANCE Change N 000 N 000 % Revenue 701, ,724 (13) Profit before taxation 5,553 30,292 (82) Profit after taxation 3,611 20,186 (82) Retained earnings 292, ,977 (11) Share capital 234,424 99, Shareholders funds 598, , Per share data Based on ordinary shares of 50k each:- (2017; 468,847,132 Shares and 2016; 198,819,762) Earnings per share 0.8k 10k (92) Net assets per share 128k 215k (41) 2

5 REPORT OF THE DIRECTORS The Directors have pleasure in submitting their report and the audited financial statements of the company for the year ended 31st December, Results The results for the year are summarized as follows: N 000 N 000 Profit before taxation 5,553 30,292 Taxation (3,726) (10,705) Deferred tax release 1, Profit after taxation 3,611 20,186 ====== ====== The audited financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and the requirements of the Companies and Allied Matters Act, CAP C20, LFN Legal Form The Company was incorporated as TNT SKYPAK NIGERIA LIMITED on 28 th March, 1984 as a private limited liability company and on 6 th September, 1992, the company s name was changed to Trans-Nationwide Express Plc as a Public Limited Liability Company. 3. Principal Business Activities The Company provides courier services, freight services, logistics, mail room management, haulage and e-commerce from its Headquarters in Lagos and 38 branches. 4. Statement of Directors responsibilities in relation to the financial statements for the year ended 31 st December, 2017 The Directors are responsible for the preparation of the financial statements which give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss for the period; and which comply with the Companies and Allied Matters Act, CAP C20, LFN The responsibilities include ensuring that: i. Proper accounting records are maintained. ii. Internal control procedures are instituted which as far as is reasonably possible safeguard the assets, prevent and detect fraud and other irregularities. iii. Applicable accounting standards are followed. iv. Suitable accounting policies are adopted and consistently applied. v. Judgments and estimates made are reasonable and prudent, and; vi. The going concern basis is used unless it is inappropriate to presume that the company will continue in business. 3

6 5. Dividend Trans-Nationwide Express Plc The directors are not able to recommend the payment of dividend to shareholders. 6. Directors and their Interests The names of the Directors at the date of this report and of those who have held office during the year are as stated on page 1 of the financial statements. In accordance with Section 259 of the Companies and Allied Matters Act, CAP C20, LFN 2004 and in line with Article 81 of the Company s Articles of Association, one third of the Directors shall retire from office. Mr. Kayode Ajakaiye and Dr. Oladiran Fawibe who are retiring by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election notwithstanding that they have attained the age of seventy years. Miss Oluwatosin Adebayo is also retiring by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reelection. The interest of each Director in the shares of the company is as stated below: 2017 HOLDING 2016 HOLDING Direct Indirect Percentage Direct Indirect Percentage Dr Oladiran Fawibe 19,657, ,657, Air Cdr Dan Suleiman (Rtd) 18,393, ,393, Mr Kayode Ajakaiye 2,250, ,250, Mrs Chidinma Iheme 4,026, ,610, Mrs Nneka Ikejiani Alhaji Umar Jimada Miss Oluwatosin Adebayo 250, , Mrs Aderonke Fatade 497, , Substantial shareholding The Company s register of members shows that apart from the Directors, the underlisted shareholders hold above 5% of the issued and fully paid share capital of the Company. Names No. of Shares % Holding MWML Nominees Ltd. 124,262, Saham Unitrust Insurance Nig. Ltd. 78,100, Adebayo Thomas Bandele (Otunba) 30,367, Donations Donations made during the year amounted to N 125, (2016- N10,000.00) detail of which is Stated below: House of Mercy Children Homes, Egbeda, Lagos 125, N

7 9. Director s Interest in Contracts For the purpose of Section 277 of the Companies and Allied Matters Act, CAP C20, LFN 2004, no Director has notified the Company of any declarable interest in contracts which the Company is involved in during the year. 10. Record of Directors Attendance In accordance with Section 258(2) of the Companies and Allied Matters Act, CAP C20, LFN 2004, the record of Directors attendance at Board meetings during the year under review will be made available for inspection at the Annual General Meeting. 11. Employment and Employees (i) Employment of disabled persons: It is the policy of the company that there is no discrimination in considering applications for employment including those from physically challenged persons. The policy ensures that as far as practicable, disabled persons have identical opportunities with other employees. There was no physically challenged person employed during the year. (ii) Employees involvement and training: The company is committed to keeping employees fully informed regarding its performance and progress. Opinions and suggestions of members of staff are sought and considered not only on matters affecting them as employees but also on the general business of the company. Sound management and professional expertise are considered to be the company s major assets and investment in the future development of human resources continues to be a top priority. Each employee has a documented training and career development programme. To this end, short and long term training programmes are tailored to suit the requirements of both employees and the company. Employees are adequately rewarded and motivated to achieve results. (iii) Health, Safety and Welfare of Employees: The company accords high priority to the health, safety and welfare of its employees both in and outside their place of work. The company provides for medical, housing, transportation etc. 12 Property, Plant and Equipment Movements in fixed assets during the year are shown in note 8 on page 25. In the opinion of the Directors, the market value of the company s assets is not less than the value shown in the accounts. 13 Post Balance Sheet Events There were no post balance sheet events which could have a material effect on the state of the company s affairs as at 31 st December, 2017 and on the profit or loss account for the year ended on that date which had not been adequately provided for. 14. Securities Trading The Company has adopted a code of conduct with regard to securities transactions and the Directors are aware of the restrictions imposed on them with regard to trading in the shares of the company during closed periods. The policy in place is obeyed by the Directors and 5

8 other senior employees who by virtue of their position constantly come in contact with price sensitive information. Enquiries have been made and it is hereby stated that in respect of this financial statements and the interim accounts submitted in the course of the year under review none of the Directors violated the rules relating to securities trading. 15. Compliance with Regulatory Requirements During the year, the company complied substantially with existing laws including the under listed laws/corporate governance guidelines and cooperated with regulatory agencies in the course of carrying out its activities: - The Nigerian Stock Exchange Post-listing Rules. - The Securities and Exchange Commission s Code of Corporate Governance for Public Companies Companies and Allied Matters Act (CAP C20) LFN, International Corporate Governance Best Practices. 16. Analysis of shareholding: The issued and fully paid-up share capital of the company is 468,847,132 ordinary shares of 50k each. The share capital is 100% owned by Nigerians. Range of shares No of holders % Units % , , , ,001-5, ,711, ,001-50, ,958, , , ,939, , , ,790, ,001-1,000, ,267, ,000,001-10,000, ,614, ,000, ,847, ,722, , ,847, ===== ===== ========== ====== 17. Share Capital History The authorized ordinary share capital currently stands at N250,000,000 divided into 500,000,000 ordinary shares of 50kobo each. The changes in the share capital of the company since incorporation are summarized below: Year Authorised (N) Issued & fully paid-up Consideration Increase Cumulative Increase Cumulative , ,000 Cash ,500,000 2,000,000 3,500,000 4,000,000 Cash ,000,000 16,000,000 12,000,000 16,000,000 Cash ,000, ,000,000 4,000,000 20,000,000 Bonus ,000,000 24,182,170 44,182,170 Cash ,000, ,000,000 22,091,085 66,273,255 Bonus ,000,000 33,136,628 99,409,881 Bonus ,000, ,013, ,423,566 Cash 6

9 18. Corporate Governance Report Trans-Nationwide Express PLC remains committed to achieving and maintaining best practices in corporate governance by ensuring accounting of specific individuals, through mechanisms that reduces or eliminates procedural breaches. We recognize that high corporate governance standards are a sine qua non for effective management and control of business. The transparency, which these bring to bear on our operations, is essential for optimizing the value and interests of the various stakeholders of our company. It is also a major determinant of public and customer confidence in any Institution and our goal is that Trans- Nationwide Express PLC shall be the industry barometer in the area of good corporate governance. In furtherance of this commitment to high ethical conduct, we institutionalize a process of regularly reviewing our processes and practices to align them with the legislative and best practice changes in the global corporate governance environment. Our efforts in this regard have been strengthened by key initiatives in the domestic regulatory environment. The launch in November, 2003 by the Securities and Exchange Commission (SEC) of the Code of Corporate Governance and subsequent reviews in 2008 (The Code) provided a useful backdrop for evaluating our efforts thus far. We have taken additional decisions to enhance our corporate governance far in excess of the expectations of The Code. In keeping with the broad picture and specific requirements of The Code the Board has always taken its responsibilities for the cultural, ethical, legislative and institutional norms, which govern our operations very seriously. Consequently, the company s top-end is organized in such a way that Directors are able to maintain a close watch on activities of the company. To facilitate and ensure process transparency, the Board has set up 3 (three) Board Committees to assist its oversight of the affairs of the company in a lawful and efficient manner in such a way as to ensure that the company is constantly improving its value creation as much as possible. The Board and the various Committees meet regularly, and there is full and frank dialogue between Committee members and Management on all major issues. In addition, the Board has in place a performance evaluation process to ensure that Directors contribution to the goals and strategic objectives of the company are systematically measured based on pre-agreed and post evaluated criteria. Trans-Nationwide Express PLC continues to maintain the Board that has ultimate responsibility for the overall functioning of the Company and hence, provides strategic direction for the Company. Our Board is stable, effective and independent. The nine-man Board comprises a mix of one (1) Executive and eight (8) Non-Executive Directors, All Directors are persons of high integrity, who are competent, knowledgeable and proficient in their professional career, business and vocation. The professional background of the Board members reflects these ideals. The Board, over the years, has exhibited significant and diversity in terms of depth and breadth of experience, knowledge, attitude and skills. 7

10 Chairman and Managing Director: The positions, functions and responsibilities of the Chairman and Managing Director continue to remain separate. While the Chairman is responsible for leadership and overall Board effectiveness, the Managing Director is responsible for the day to day management and administration of the Company and its overall performance. Board Meetings: The Board meetings were held on the following days: 23 rd March, 2017, 12 th July, 2017, 15 th September, 2017 and 13 th December, Meeting and attendance at Board meeting during the year were as follows: Name Designation Number of Meetings Held Number of Meetings Attended Dr. Oladiran Fawibe Chairman 4 4 Mrs. Chidinma Iheme Executive 4 4 Mr. Kayode Ajakaiye Non-Executive 4 4 Alhaji Umar Jimada Non-Executive 4 4 Air Cdr. Dan Suleiman (Rtd) Non-Executive 4 4 Mrs. Nneka Ikejiani Non-Executive 4 3 Miss Oluwatosin Adebayo Non-Executive 4 4 Mr. Ejike U. Okoli * Non-Executive 4 - Mrs. Aderonke Fatade Independent Director 4 4 *Mr Ejike U. Okoli resigned from the Board with effect from September 15, The Board s functions are further dispensed through the 3 (three) Board Committees indicated below, which work closely with Management to achieve their objectives. Currently, the following are the standing committees of the Company: i) Finance, Administrative and General Purpose Committee: The Committee consists of 3 (three) non-executive Directors, while the Managing Director and the Head of Finance are in attendance. The Committee is responsible for reviewing the details and making recommendation on finance and administration to the Board. The committee meets quarterly. 8

11 The Committee meetings were held on 8 th March, 2017, 20 th June, 2017, 8 th September, 2017 and 11 th December, Membership and attendance at meetings during the period under review were as follows: Name Designation Number of Meetings Held Number of Meetings Attended Mr. Kayode Ajakaiye Chairman 4 4 Mrs. Nneka Ikejiani Member 4 2 Miss Oluwatosin Adebayo Member 4 4 ii) Business Development Committee: The Committee is composed of 2 (two) non-executive Directors and 1 (one) Independent Director, while the Managing Director and the Head of Commercial are in attendance. The Committee has responsibility for reviewing the sales promotion and marketing strategies of the Company. The committee meets quarterly. The meetings were held on 28 th February, 2017, 11 th July, 2017, 13 th September, 2017 and 12 th December, Membership and attendance at meetings during the period under review were as follows: Name Designation Number of Meetings Held Air Cdr. Dan Suleiman (Rtd) Chairman 4 4 Alhaji Umar B. Jimada Member 4 4 Mrs. Aderonke O. Fatade Member 4 3 Number of Meetings Attended iii) Risk Management and Governance Committee: The Committee is composed of 2 (two) non-executive Directors and 1 (one) Independent Director, while the Managing Director, the Finance Manager/Risk Administrator, and the Head of Finance are in attendance. The Committee has the responsibility of overseeing the Company s risk profile, risk management framework and the risk reward strategy as determined by the Board from time to time. The committee meets quarterly. The meetings were held on 24 th February, 2017, 10 th July, 2017, 3 rd August, 2017 and 7 th December, Membership and attendance at meetings during the period under review were as follows: 9

12 Name Designation Number of Meetings Number of Meetings Attended Held Mrs. Aderonke O. Fatade Chairman 4 4 Miss Oluwatosin Adebayo Member 4 4 Mr. Ejike U. Okoli * Member 4 - *Mr Ejike U. Okoli resigned from the Board with effect from September 15, iv) Audit Committee: The Audit Committee is composed of two Shareholders and two representatives of the Board. The Audit Committee meetings for 2017 were held in the following days: 26 th January, 2017, 9 th March, 2017, 13 th September, 2017, and 12 th December, Attendance at the Audit Committee meetings during the year 2017 were as follows: Name Designation Number of Meetings Held Mrs. Nneka Ikejiani Chairman 4 4 Mr. Kayode Ajakaiye Member 4 4 Mr. Oluwaseun Olukoya Member 4 4 Mr. Olusegun Oguntoye * Member 4 2 Number of Meetings Attended *Mr Olusegun Oguntoye was appointed during the 2017 Annual General Meeting 19. Conflict of Interest The Board of Directors and Management ensure that they have sound knowledge of the Memorandum and Articles of Association and any legislation that applies to the Company about handling or avoiding conflicts of interest. Conflict of interest can occur when an official s duty to act in the best interest of the Company conflicts with the opportunity to derive a benefit either directly or indirectly. If and when they arise these should be formally declared at Board meetings and managed responsibly. 20. Anti-Corruption and Money Laundering Policy It is the Policy of Trans-Nationwide Express PLC to conduct all its business transactions in an honest, open and transparent manner in accordance with our contractual and statutory obligations. The Company has zero tolerance against any form of bribery, coercion and interference in the official processes of the Company and official financial matters. 10

13 21. Whistle Blowing Policy Trans-Nationwide Express Plc Trans-Nationwide Express PLC treats all disclosures resulting from whistle-blowing confidentially. The identity of the whistle-blower shall be kept confidential. Stakeholders are encouraged to disclose their name when filing reports to make their reports more credible. The Company does not subject a whistle-blower to any detriment whatsoever on the grounds that he/she has made a disclosure in accordance with the provisions of these Guidelines. 22. Auditors Messrs. HLB Z. O. Ososanya & Co, Chartered Accountants have indicated their willingness to continue in office as Auditors of the company in accordance with the provision of Section 357 (2) of the Companies and Allied Matters Act, CAP C20, LFN A resolution will be proposed at the Annual General Meeting to authorize the Directors to determine their remuneration. BY ORDER OF THE BOARD CAUTIOUS SERVICES LIMITED (COMPANY SECRETARIES) LAGOS, NIGERIA. FRC/2013/ICSAN/ March 22,

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15 REPORT OF THE AUDIT COMMITTEE In accordance with the provisions of Section 359(6) of the Companies and Allied Matters Act Cap C20 LFN 2004, we have examined the Auditors Report for the year ended 31 st December, We have obtained all the information and explanation we required. In our opinion, the Auditors Report is consistent with our review of the scope and planning of the audit. We are also satisfied that the accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices. Having reviewed the Auditors findings and recommendations on management matters, we are satisfied with the Management responses thereon. We acknowledge the cooperation of the Auditors, Messrs. HLB Z. O. Ososanya & Co. (Chartered Accountants), Management and staff of the Company in performing our duties. Dated this 12 th Day of March, Mrs Nneka Ikejiani Chairman. Audit Committee FRC/2017/ICAN/ Other Members of the Audit Committee are: Mr. Kayode Ajakaiye - Member Mr. Oluwaseun Olukoya - Member Mr. Olusegun Oguntoye * - Member *Mr Olusegun Oguntoye was appointed during the 2017 Annual General Meeting Dated this March 12, LAGOS, NIGERIA 13

16 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Notes N 000 N 000 Revenue 3 701, ,724 Direct costs 4 (321,794) (360,288) Gross profit 379, ,436 Other income 5 5,863 3,236 Administrative expenses 6 (377,704) (413,250) Financial costs 7 ( 2,199) ( 3,130) Profit before taxation 5,553 30,292 Income and education tax 20(i) ( 3,726) (10,705) Deferred tax release 1, Profit for the year 3,611 20,186 ======= ======= Per share data (kobo) Earnings- Basic 0.8k 10k 14

17 STATEMENT OF FINANCIAL POSITION Trans-Nationwide Express Plc Notes N 000 N 000 ASSETS: Non-current assets Property, plant and equipment 8 166, ,868 ====== ====== Current assets Investment 9 4,620 2,486 Inventories 10 6,722 7,102 Trade receivables , ,263 Other receivables , ,978 Cash and cash equivalents ,642 13,886 Total current assets 592, , Total assets 759, ,583 ======= ======= EQUITY AND LIABILITIES Share capital ,424 99,410 Share premium 15 71,261 - Retained earnings , ,977 Total equity attributable to owners of the company 598, , Non- current liabilities Deferred tax liabilities 17 13,013 14,797 ======= ======= CURRENT LIABILITIES Overdraft 18 7,211 4,063 Trade and other payables ,827 97,216 Current tax liabilities 20(ii) 30,951 21,120 Total current liabilities 147, ,399 ======= ======= Total liabilities 161, ,196 ======= ======= Total equity and liabilities 759, ,583 ====== ====== TheFinancial Statements were approved by the board of Directors on March 22, 2018 Dr. Oladiran Fawibe Chairman FRC/2013/10DN/ Mrs. Chidinma Iheme Managing Director FRC/2013/10DN/ Adekunle Adebiyi Head of Finance FRC/2013/ICAN/ The accompanying notes on pages 18 to 29 form an integral part of these Financial Statements 15

18 STATEMENT OF CHANGES IN EQUITY Trans-Nationwide Express Plc Share Share Retained Share Retained Total Capital Premium Earnings Total Capital Earnings N 000 N 000 N 000 N 000 N 000 N 000 N 000 Balance at 1 st January, , , ,387 99, , ,085 Rights issue 135,014 81, ,022 Dividend paid - - (9,941) (9,941) (19,882) (19,882) Rights issue expenses - (9,747) - (9,747) - - Prior year Adjustment - - (28,993) (28,993) (1,002) (1,002) Profit for the year - - 3,611 3,611-20,186 20,186 Balance at 31 st December, ,424 71, , ,339 99, , ,387 ========== ========== ========== ========== ========== ========== ========== 16

19 Cash flows from operating activities: STATEMENT OF CASH FLOWS Trans-Nationwide Express Plc N 000 N 000 N 000 N 000 Cash received from customers 691, ,309 Cash payments to suppliers and employees (670,836) (755,080) Cash generated from operations 20, ,229 Interest paid ( 2,199) ( 3,130) Taxation paid ( 10,789) ( 87,045) Net cash from operating activities 7,464 41,054 Cash flows from investing activities Purchase of property, plant and equipment (6,515) (19,861) Proceeds from the sale of equipment Insurance claim - 2,008 Dividend received Net cash outflow from investing activities (6,183) (17,235) Cash flows from financing activities Dividend paid (9,941) (19,882) Proceeds of bank overdraft 3,140 (1,850) Proceeds of Rights issue 206,276 - Net cash outflow from financing activities 199,475 (21,732) Net increase in cash & cash equivalents 200,756 2,087 Cash and cash equivalents at 1 st January 13,886 11,799 Cash and cash equivalents at 31 st December 214,642 13, ====== ======

20 NOTES TO THE FINANCIAL STATEMENTS 1. Statement of compliance with IFRS The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standard Board (IASB). 2. Accounting policies The principal accounting policies applied in the presentation of the financial statements are set out below. a Basis of preparation These financial statements have been prepared on historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for assets and liabilities. These financial statements comprise a Statement of Financial Position, an Income Statement and a Statement of Other Comprehensive Income on a single format, a Statement of Changes in Equity, a Statement of Cash Flows and significant notes to the financial statements. Other Comprehensive Income comprises items of income and expenses that are not recognized in the income statement, as required or permitted by IFRS. Transactions with owners of the Company in their capacity as owners are recognized in the statement of changes in equity. b Use of estimates and judgments The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to any accounting estimate is recognized : i) in the period in which the estimate is revised, if the revision affects only that period. ii) In the period of the revision and future periods, if the revision affects both current and future periods. Judgments made by management in the application of IFRSs that have a significant effect on the financial statements and estimates with a significant risk of material adjustment are discussed in the notes. c. Functional currency and translation of foreign currencies Items included in these financial statements are measured using the currency of the primary economic environment in which the company operates. The functional currency of the company is Naira. All financial information presented in Naira has been rounded up to the nearest thousand unless otherwise stated. 18

21 Foreign currency transactions have been translated into the functional currency of the company using the exchange rate prevailing at the date of the transactions (spot exchange rate). Foreign exchange gain or loss arising from the settlement of such transactions and from translation at year end exchange rates of monetary assets and liabilities denomination in foreign currencies are recognized in statement of profit or loss. d. Revenue recognition Revenue represents the fair value of consideration received or receivable for sales of goods and services in the ordinary course of the company s activities and is stated net of Value Added Tax (VAT), rebates and discounts. The company recognizes revenue when the amount of revenue can be reliably measured; it is probable that future benefits will flow to the entity. Dividends are recognized as income in the period in which the right to receive payment is established. e Property, plant and equipment All categories of property, plant and equipment are initially recorded at cost. Buildings and freehold land are subsequently shown at fair value, based on periodic valuations by external independent valuers, less subsequent depreciation for buildings. Valuations are performed with sufficient regularity to ensure that the fair value of a revalued asset does not differ materially from its carrying amount. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset, and the net amount is restated to the revalued amount of the asset. All other property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Costs may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Subsequent costs are included in the asset s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and cost can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the statement of profit or loss during the financial period in which they are incurred. Increases in the carrying amount arising on revaluation are credited to other comprehensive income and shown as other reserve in equity. Decreases that offset previous increases of the same assets are charged against the revaluation surplus; all other decreases are charged to profit or loss. f. Investment properties. Investment properties are properties held for capital appreciation or to earn rentals or both. Investment properties are measured at fair value with all changes in fair value recognized in profit or loss. The fair value is determined at the reporting date by an independent valuator based on market evidence of the most recent prices achieved in arm s length transactions of similar properties in the same area. 19

22 g. Depreciation Depreciation on other assets is calculated using straight line method to allocate their cost or revalued amounts to their residual values over the estimated useful lives, as follows: Buildings 2% Plant & machinery 12.5% Motor vehicles 25% Computer equipment 25% Furniture & fittings 12.5% Office equipment 12.5% Motorcycles 50% The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. This was hinged on the premise that motorcycles get worn-out faster than motor vehicle thereby necessitating the change. An asset s carrying amount is written down immediately to its recoverable amount if the asset s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within gain or losses in other comprehensive income. When revalued assets are sold, the amounts included in revaluation reserves are transferred to retained earnings. h. Intangible Assets Computer Software Acquired computer licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized on a straight line basis over their estimated useful lives (three to five years). The amortization period is reviewed at each reporting date. i. Financial instruments Financial Assets The company classifies its assets in the following categories: financial assets at fair value through profit or loss, loans and receivable and available- for- sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines classification of its financial assets at initial recognition. Financial asset fair value through profit or loss This category has two sub-categories: financial assets held for trading and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by the directors. Derivatives are also classified as held for trading. Assets in this category are classified as current asset if either held for trading or are expected to be realized within 12 months of the reporting dates. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The company does not apply hedge accounting. 20

23 Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in active market. They arise when the company provides money, goods or services directly to a debtor with no intention of trading the receivables. They are included in current assets, except for maturity greater than 12 months after the reporting dates. These are classified as non-current assets. The company s loans and receivables comprise of Nonreceivables; Trade and other receivables and Cash and cash equivalents. Available- for- sale financial assets Available for sale financial assets are non-derivatives that are either designated in this category or not classified in any other categories. They are included in non-current assets unless directors intend to dispose of the investment within 12 months of the reporting date. Recognition and Measurement Purchases and sales of investments are recognized on the trade date, which is the date the company commits to purchase or sell the asset. Financial assets are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Investments are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the company has transferred substantially all risks and rewards of ownership. Available- for- sale financial assets and financial assets through profit or loss are subsequently carried at fair value. Loans and receivables held-to-maturity investments are carried at amortized cost using the effective interest method. Realized and unrealized gains or losses arising from the changes in fair value of the financial assets at fair value through profit or loss category are included in profit or loss in the period which they arise. Unrealized gains or losses arising from the changes in fair value of equity instruments classified as available-for-sale are recognized in the comprehensive income. When securities classified as available- for- sale are sold or impaired, the accumulated fair value adjustments are included in the profit or loss as gains and losses from investment securities. The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the company establishes fair value by using valuation techniques. These include the recent use of arms length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis and option pricing models refined to reflect the issuer s specific circumstances. The company assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available -for sale, a significant or prolonged decline in fair value of the security below its cost is considered in determining whether the securities are impaired. The company assesses the significance of a decline in the fair value below cost relative to the specific security s volatility, and regards a decline below cost of longer than 12 months to be prolonged. If any such evidence exists for available-for-sale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss is removed from equity and recognized in profit or loss. Impairment losses recognized in the profit or loss on equity instruments are not reversed through the profit or loss. 21

24 Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the statement of financial position, when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. j. Leases The Company acquired some properties, plant and equipment on a finance lease. The interest on lease is recognized as an expense under finance cost and charged to statement of comprehensive income. k. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined by the weighted average method. Net realizable value is the estimate of the selling price in the ordinary course of business, less cost of completion and selling expenses. l. Receivables Receivables are recognized initially at fair value and subsequently measured at amortized cost using effective interest method less provision for impairment. A provision for impairment of receivables is established when there is objective evidence that the company will not be able to collect the entire amount due according to the original terms of receivables. Significant financial difficulties of the debtors, probability that debtor will enter bankruptcy and default or delay payment (more than 30 days overdue), are the indicators that trade receivable is impaired. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognized in the profit or loss within administrative cost. When trade receivable is uncollectible, it is written against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against administrative costs in the profit or loss. The amount of the provision is the difference between the carrying amount and the present value of the future estimate cash flows, discounted at the original effective discount rate. m. Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposit held at call with banks, other short term highly liquid investments with original maturity of three months or less, and bank overdrafts. n. Employee benefits Retirement benefit obligations The company operates a retirement benefits scheme for its employees in accordance with the provision of the Pension Reforms Act of The Scheme is funded through monthly contribution of 7.5% by both the company and the employees respectively. These contributions are recognized in the statement of comprehensive income. 22

25 o. Provisions A provision is recognized only if, as a result of past event, the company has a present legal or constructive obligation that can be reliably estimated, and it is probable that a transfer of economic benefits will be required to settle the obligation. Provisions are measured at the present value of management s best estimate of the expenditure required to settle the present obligation at reporting date. p. Current and deferred income tax Income tax expense is the aggregate of the charge to profit or loss in respect of current and deferred income tax. Current income tax is the amount of income tax payable of taxable profit for the year determined in accordance with the relevant tax legislation. Education tax is provided at 2% of assessable profits of companies operating within Nigeria. Deferred Income tax is provided in full, using liability method, on all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Current and deferred income tax is determined using tax rates and laws enacted or substantively enacted at the reporting date and are expected to apply when the related deferred income tax liability is settled. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilized. q. Borrowings Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for 12 months after the reporting date. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost using the effective interest method; any differences between proceeds (net of transaction costs) and the redemption value is recognized in the profit or loss over the period of the borrowings, using the effective interest rate method. Borrowing costs Borrowing cost are recognized as expense in the period in which they are incurred, except when they are directly attributable to the acquisition, construction or production of qualifying asset, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale. r. Dividend Dividends payable to the company s shareholders are recognized as a liability in the period in which they are declared and approved by the shareholders. 23

26 N 000 N REVENUE Courier Services 535, ,877 Logistics income 16,257 45,209 Internal mailing income 37,678 37,678 Mail bag income 39,473 39,962 Mass mailing income 14,588 10,130 Freight income 46,457 43,378 Warehousing income 11,039 18, , ,724 ======== ======== 4. DIRECT COST Direct operating expenses 199, ,398 Logistic expense 9,548 21,356 Internal mailing expense 26,855 29,806 Mass mailing expense 8,408 4,919 Mail bag expense Freight expense 24,154 22,409 19,649 26,781 Warehousing expense 3,752 4,296 Direct delivery cost 27,192 53, , ,288 ======== ======= 5. OTHER INCOME Insurance claim - 2,008 Provision no longer required Gain on investment valuation (financial assets) 2, Interest on short term deposit 2,775 - Dividend income Exchange rate gain Sale of Scrap 15 - Profit on assets disposal ,863 3,236 ====== ====== 6. ADMINISTRATIVE EXPENSES Personnel cost 199, ,794 Administrative cost 150, ,000 Depreciation 27,802 31, , ,250 ======= ======= 7. FINANCIAL COST Bank charges 2,199 3,130 ====== ====== 24

27 8. Property, Plant and Equipment Details of the company s property, plant and equipment and their carrying amounts are: Trans-Nationwide Express Plc Land Building Motor Office Furniture Motor Plant & Computer Total Vehicles equipment & Fittings Cycles machinery Equipment N 000 N 000 N 000 N 000 N 000 N 000 N 000 N 000 N 000 COST At 01/01/ ,000 92, ,570 12,038 10,154 23,180 6,107 23, ,304 Additions - - 2,772 1, , ,515 Disposals ( 199) - - ( 199) At 31/12/ ,000 92, ,342 13,548 10,383 24,192 6,107 24, ,620 ======= ======= ====== ======= ======= ====== ====== ====== ======= DEPRECIATION At 01/01/2017-4, ,653 9,446 8,449 19,239 2,958 19, ,436 Charge for the year - 1,857 18, , ,878 27,802 Disposals ( 199) - - ( 199) At 31/12/2017-6, ,679 10,052 8,937 23,251 3,694 21, ,039 ======== ===== ======= ====== ===== ===== ===== ====== ======= CARRYING AMOUNTS At 31/12/ ,000 86,751 13,663 3,496 1, ,413 2, ,581 ====== ====== ====== ====== ===== ===== ===== ====== ======= At 31/12/ ,000 88,608 28,917 2,592 1,705 3,941 3,149 3, ,868 ====== ====== ====== ====== ===== ===== ===== ====== ====== 25

28 N 000 N INVESTMENT 12,801 units of Stanbic IBTC shares ,356 units of Zenith Bank Plc shares 2,060 1, ,952 units of Access Bank Plc shares 1,943 1,062 30,000 units Fidelity Bank Plc shares ,625 units of Skye Bank Plc shares ,620 2,486 ======= ====== 10. INVENTORIES Courier fliers 2,457 4,033 Courier seals Airway bills 3,845 3,000 6,722 7,102 ====== ====== Inventories are measured at the lower of, cost and net realizable value. The inventories are not pledged as securities for liabilities. 11. TRADE RECEIVABLES HEAD OFFICE Between 1 and 3 months 71, ,308 Between 4 and 6 months 38,387 30,904 Between 7 and 12 months 9,082 6,122 Above 1 year 45,418 27,725 BRANCHES Between 1 and 3 months 18,810 33,777 Between 4 and 6 months 20,055 8,797 Between 7 and 12 months 4,600 3,116 Above 1 year 24,155 16, , ,883 Allowance for credit losses ( 4,327) ( 4,620) 227, ,263 ======= ======= The carrying value of trade receivables is considered a reasonable fair value and has been stated at amortized cost. 26

29 N 000 N OTHER RECEIVABLES Staff debtors 445 2,956 Other debtors 8,149 6,166 Prepayments 15,237 8,153 Withholding tax 114,957 87, , ,978 ======= ======= 13. CASH AND CASH EQUIVALENTS Cash balances Bank balances 214,549 13, ,642 13,886 ======= ======= 14. SHARE CAPITAL Authorised: 500,000,000 ordinary shares 50k each 250, ,000 ======= ======= Issued and fully paid: Ordinary shares: At start period 99,410 99,410 Rights issue 135, ,424 99,410 ======= ====== 15. SHARE PREMIUM At start of the period - - Rights issue 81,008 - Rights issue expenses (9,747) - 71,261 - ======= ====== 16. RETAINED EARNINGS Balance at 1 st January, , ,675 Prior year adjustment ( 28,993) ( 1,002) Dividend paid ( 9,941) (19,882) Profit for the year 3,611 20, , ,977 ======= ====== 17. DEFERRED TAX Balance as at 1 st January, ,797 15,396 Release for the year ( 1,784) ( 599) Balance at 31 st December, ,013 14,797 ====== ====== 18. Bank overdraft (7,211) (4,063) ====== ====== 27

30 19. TRADE AND OTHER PAYABLES N 000 N 000 Trade creditors 9,957 11,078 Other creditors 99,870 91, , ,216 ======= ======= 20. TAXATION (i) Statement of profit or loss: Income tax 3,105 9,504 Tertiary education tax 621 1,201 3,726 10,705 ====== ====== (ii) Statement of financial position: Balance at 1 st January 21,120 97,460 Charge for the year 3,726 10,705 Tax audit additional provision 16,894 - Payment during the year (10,789) (87,045) 30,951 21,120 ====== ====== The charge for income tax in these financial statements is based on the provisions of the Companies Income Tax Act, CAP C20, LFN 2004 (as amended) and the Tertiary Education Tax Act, CAP E4 LFN WITHHOLDING TAX At 1 st January 87, ,722 Addition in the year 36, Tax offset ( 9,526) (46,891) 114,957 87,703 ====== ====== 22. Dividend Prior year dividend declared 9,941 19,882 Payments during the year (9,941) (19,882) - - ====== ======= 23. PROFIT BEFORE TAXATION Profit before taxation is stated after charging: Director fee 3,625 3,228 Auditors remuneration 2,000 2,100 Depreciation 27,802 31,456 ===== ====== 28

31 24. INFORMATION REGARDING DIRECTORS AND EMPLOYEES i) Average number of employees in the financial year under review were as follows: Management staff 6 6 Senior staff 8 7 Supervisors Junior staff === === ii) iii) The number of employees with gross earnings within the following ranges were: N N 350, , , , , , , , ,001 - Above === === Directors emoluments: Chairman Directors 8,222 8,222 8,762 8,762 ===== ===== 25. COMMITMENTS AND CONTINGENT LIABILITIES i) Financial Commitments The company did not charge any of its assets to secure liabilities of third parties. The directors are of the opinion that all known liabilities and commitments have been taken into account in the preparation of these financial statements. These liabilities are relevant in assessing the company s state of affairs. ii) Contingent liabilities There are contingent liabilities in respect of legal actions against the company. Management has not made provision for these contingent liabilities as consultation with the company s external Solicitors have indicated that the likely outcome of the legal action will favour the company. 26. RECLASSIFICATION OF PRIOR YEAR BALANCES Certain prior year balances have been reclassified to conform with the current year presentation format. 29

32 STATEMENT OF VALUE ADDED Trans-Nationwide Express Plc Year ended 31 st December N 000 % N 000 % Turnover 701, ,724 Other income 5,863 3, , ,960 Bought-in materials & services (472,061) (526,288) Value added 235, , ======== ===== ======= ===== APPLIED AS FOLLOWS: In payment to employees: Wages, salaries and other benefits 199, , In payment to providers of funds: Finance cost 2, ,130 1 In payment to government: Income tax 3, ,504 4 Education tax ,201 - Retained for future replacement of assets and expansion of business: Deferred tax (1,784) (0.8) (599) - Depreciation 27, , Profit and loss account 3, , ,189 ======= ===== 280,672 ====== 100 ==== Value added represents the additional wealth which the company has been able to create by its own and its employees efforts. The statement shows the allocation of that wealth among the employees, providers of funds, government as well as what had been retained for the future creation of more wealth in the future. 30