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Contents
Financial Highlights 4
Chairman’s Statement 5
Board of Directors 7
Proxy Form
NOTICE IS HEREBY GIVEN that the 4th ANNUAL GENERAL MEETING OF DANGOTE FLOUR MILLS PLC will hold at Tahir
Hotel, Kano on Wednesday, 6th October, 2010 at 12.00 noon prompt to transact the following business:
ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the year ended 31st December 2009 along with the reports of the
Directors and Audit Committee thereon for the year 2009.
2. To declare a Dividend.
3. To re-elect Directors.
4. To re-appoint the Auditors.
5. To authorize the Directors to fix the remuneration of the Auditors.
6. To appoint members of the Audit Committee.
SPECIAL BUSINESS
To fix the remuneration of the Directors.
PROXY
A member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and
vote instead of him. A proxy need not be a member of the Company. A proxy for an organization may vote on a show of
hands and on a poll. For the appointment to be valid, a completed proxy form must be deposited at the registered office
of the Company or with the Registrar not later than 48 hours before the time fixed for the meeting.
DIVIDEND
The Board recommends for the approval of shareholders a payment of final dividend of 50 kobo per ordinary share of 50
kobo each, out of the profits declared in the financial year ended 31st December, 2009 and which will be subject to
withholding tax at the appropriate rate having paid an interim dividend of 30 kobo per share for the period ended 30th
September, 2009 the total dividend payable for the year ended 31st December, 2009 will be 80 kobo per share.
DIVIDEND WARRANTS
If approved, the dividend warrants will be posted on Monday, 25th October, 2010 to shareholders, whose names appear
in the Company Register of Members at the close of business on Friday, 17th September, 2010.
NOTES
1. CLOSURE OF REGISTER AND TRANSFER BOOKS
NOTICE IS HEREBY GIVEN that the Register of Members and Transfer Books of the Company will be closed from
Monday, 20th September, 2010 to Monday, 27th September, 2010 both days inclusive.
2. AUDIT COMMITTEE
In accordance with Section 359(5) of the Companies and Allied Matters Act 1990, a nomination (in writing) by any
member or shareholder for appointment to the Audit Committee should reach the Company Secretary at least 21
days before the Annual General Meeting. The Audit Committee comprises three shareholders and three Directors.
A. L. ISA (MRS)
Company Secretary
A. L. ISA (MRS)
Company Secretary
DIRECTORS
Alhaji Aliko Dangote — Chairman
Alhaji Sani Dangote — Director
Mr. Olakunle Alake — Director
Mr. Uzoma Nwankwo — Director
Alhaji Abdu Dantata — Director
Alhaji Abdullahi Mahmoud — Director
Mr. Asue Ighodalo — Director
Brigadier-General S. L. Teidi (Rtd) — Director
Mr. Rohit Chaudhry — Managing Director
Alhaji Shuaibu Idris — Deputy Managing Director
REGISTERED OFFICE
1, Alfred Rewane Road,
Falomo,
Ikoyi, Lagos.
AUDITORS
Akintola Williams Deloitte (Chartered Accountants)
235, Ikorodu Road, Ilupeju, Lagos.
BANKERS
Zenith Bank Plc
Afribank Plc
Equitorial Trust Bank Plc
First Bank of Nigeria Plc
Guaranty Trust Bank Plc
Oceanic Bank Plc
Diamond Bank Plc
Access Bank Plc
Intercontinental Bank Plc
First City Monument Bank Plc
United Bank for Africa Plc
BALANCE SHEET
COMPANY PERFORMANCE
Distinguished shareholders,
With a relative stability in price for all our products for
Members of the Board of Directors,
the year under review, I am delighted to report that
Gentlemen of the Press, our Company has delivered record revenue and profit
Ladies and Gentlemen, for the financial year ended 31 December 2009.
Dangote Flour Mills Plc achieved a profit before tax of
It is my pleasure to welcome you on behalf of the Board N
= 5.374 billion in 2009, representing a growth rate of
of Directors to the 4th Annual General Meeting of our 69.7% from N = 3.167 billion reported in the previous
great Company, Dangote Flour Mills Plc. This meeting year. The turnover also increased from N = 47.927 billion
gives me the opportunity to present our Company in 2008 to N= 61.388 billion in 2009 with profit after tax
financial statements and scorecard to shareholders and moving from N = 2.989 billion in 2008 to N = 5.561 billion
various stakeholders for the year ended 31st December in 2009. This represents 28.1% and 86% increase in
2009, the challenges we faced, how these challenges turnover and profit after tax respectively. The
were managed to make the Company stay afloat. subsidiaries have contributed an impressive N = 19.5
billion to the Group turnover which is highly
Before I go into the details of the accounts, permit me commendable despite all the challenges of surviving
to briefly state major economic events which impacted in a highly competitive industry. Continuous effort in
our operations during the year under review. growing economies of scales, and cost reduction
through operational efficiency as well as the effect of
PREVAILING ECONOMY focusing on human capital development had
The year 2009 was a challenging one for business both contributed to the Group’s better performance
locally and globally. The global financial crisis, which
started in 2007, reached its climax in 2009 with the The flour milling business remains strong and
crash of the global stock markets and failure of several constitutes a key component of the Group’s profitability.
1. ACCOUNTS
The Directors are pleased to submit their report together with the audited accounts of the Company for the year
ended 31st December 2009.
2. RESULT
The Group The Company
N
=’000 N
=’000
Turnover 61,388,064 41,839,919
Profit after taxation and minority interest 5,530,732 5,359,861
3. PRINCIPAL ACTIVITIES
The principal activities of the Company during the year are as follows:
(a) Manufacturing and selling of bread and biscuit flour
(b) Manufacturing and selling of Wheat Offal (Bran)
(c) Manufacturing of Semolina.
The principal activities of its subsidiaries are:
Pasta
Manufacture of Spaghetti, Macaroni etc.
Agrosacks
Manufacture of packaging materials.
4. LEGAL FORM
The Company started operating as a division of Dangote Industries Limited in 1999. It was incorporated as public
limited liability company on 1 January 2006 and commenced operations on the same date. It however became
quoted on the Nigerian Stock Exchange on 4 February 2008. Its principal activity is the milling, processing and
marketing of branded flour.
(i) In accordance with the provisions of Section 259 of the Companies and Allied Matters Act 1990, one-third of
the Directors of the Company shall retire from office. The Directors to retire every year shall be those who have
been longest in office since their last election. In accordance with the provisions of this section, Mr. Olakunle
Alake, Mr. Uzoma Nwankwo and Alhaji Abdullahi S. Mahmoud retire by rotation and being eligible, offer
themselves for re-election.
(ii) No Director has a service contract not determinable within five years.
(iii) The Directors’ interest in the issued share capital of the Company as recorded in the register of members
and/or as notified by them for the purpose of Section 275 of the Companies and Allied Matters Act, C20 Laws
of the Federation of Nigeria 2004 are as follows:
Number of 50k Shares held
as at 31 December 2009
(a) Alhaji Aliko Dangote 38,148,029
(b) Alhaji Sani Dangote 2,200,000
(c) Mr. Olakunle Alake 2,377,500
(d) Mr. Uzoma Nwankwo 271,500
(e) Alhaji Abdu Dantata —
(f) Alhaji Abdullahi Mahmoud 43,750
(g) Mr. Asue Ighodalo —
(h) Brigadier-Gen. S. L. Teidi (rtd) —
(i) Mr. Rohit Chaudhry —
(j) Alhaji Shuaibu Idris 118,680
6. DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for the preparation of financial statements which give true and fair view of the state of
affairs of the Company at the end of each financial year and of the profit or loss for that period and comply with the
Companies and Allied Matters Act, C20 Laws of the Federation of Nigeria 2004. In doing so they ensure that:
(a) Proper accounting records are maintained which disclose with reasonable accuracy the financial position of
the Company and which ensure that the financial statements comply with the requirements of the Companies
and Allied Matters Act of Nigeria;
(b) Applicable accounting standards are followed;
(c) Suitable accounting policies are adopted and consistently applied;
(d) Judgments and estimates made are reasonable and prudent;
(e) It is appropriate for the financial statements to be prepared on a going concern basis;
(f) Internal control procedures are instituted which as far as is reasonably possible, safeguard the assets and
prevent and detect fraud and other irregularities.
7. CORPORATE GOVERNANCE
Dangote Flour Mills Plc is committed to manage the Company with best practice and policies which align management
of the Company with the interests of all stakeholders. This, in the long run results in beneficial relationship and
long-term growth.
Dangote Flour Mills imbibes good Corporate Governance as a key factor in achieving its business success while
remaining within the ambit of the law as a good corporate entity.
The Board in line with its responsibilities to Shareholder works to achieve the best practice of good Corporate
Governance. The business of the Company is conducted in a fair, honest and transparent manner which conforms
to high ethical standards.
9. FIXED ASSETS
Movements in fixed assets during the year are shown in Note 6 to the Accounts. In the opinion of the Directors, the
market value of the Company’s properties is not less than the value shown in the accounts.
13. SUPPLIERS
The Company procures its materials at arm’s length basis from overseas and local suppliers. Amongst its main
overseas and local suppliers are Cargill International SA, Ameropa SA, Vitachem Nigeria Limited and Biochemical
Nigeria Limited.
16 AUDIT COMMITTEE
In compliance with the provisions of Section 359(3) of the Companies and Allied Matters Act, Cap C20 Laws of the
Federation of Nigeria 2004, the Company has an Audit Committee comprising 3 Shareholders and 3 Directors as
follows:
1. Mr. Alex Adio
2. Alhaji Kasumu Ibrahim
3. Chief M. O. Mbonu
4. Alhaji Abdullahi Mahmoud
5. Mr. Asue Ighodalo
6. Mr. Olakunle Alake
The functions of the Audit Committee are as laid down in Section 357(2) of the Companies and Allied Matters Act,
Cap C20 Laws of the Federation of Nigeria 2004.
17. AUDITORS
Messrs Akintola Williams Deloitte (Chartered Accountants) have indicated their willingness to continue in office as
the Company’s Auditors in accordance with Section 357(2) of the Companies and Allied Matters Act, Cap C20 Laws
of the Federation of Nigeria, 2004. A resolution will be proposed authorizing the Directors to fix their remuneration.
A. L. ISA (MRS)
Company Secretary
DANGOTE FLOUR MILLS PLC is committed to the best practice and procedures in corporate governance. Overseen by
the Board of Directors, corporate governance practice are constantly under review, in line with the dynamics of the
business environment.
The Corporate Governance policies adopted by the Board of Directors are designed to ensure that the Company’s business
is conducted in a fair, honest and transparent manner which conforms to high ethical standards.
THE BOARD
Appointment to the Board is made by Shareholders at the Annual General Meeting, upon the recommendation of the
Board of Directors.
The Board consists of ten (10) members comprising the Chairman, Managing Director, assisted by one (1) Deputy
Managing Director and seven (7) non-Executive Directors.
The Board governs and supervises the overall activities of the Company through the Managing Director.
Members of the Board of Directors hold quarterly meetings to decide on policy matters and direct the affairs of the
Company, review its performance, its operations, finances and formulate growth strategy. Attendance at Directors’ meetings
was impressive. In line with provisions of Section 258(2) of the Companies and Allied Matters Act, C20 Laws of the
Federation of Nigeria 2004, the records of Directors’ attendance at Board meetings is available for inspection at the
Annual General Meeting.
The remuneration of Executive Directors is fixed and reviewed by a Committee of non-Executive Directors.
The Board delegates the day-to-day running of the Company’s affairs to the Managing Director/Chief Executive. The
Managing Director/Chief Executive is supported in this task by an Executive Management Committee. The Board consists
of 10 members, made up of the Chairman, Managing Director, 1 Deputy Managing Director and 7 non-Executive Directors.
FREQUENCY OF MEETINGS
The Board of Directors holds at least four (4) meetings a year, to consider important corporate events and actions such as
approval of Corporate Strategy, Annual Corporate Plan, review of internal risk management and control systems, review
performance and direct the affairs of the Company, its operations, finances and formulate growth strategies. It may
however, convene a meeting if the need arises. During the year under review, the Board had a total of four (4) meetings.
Attendance at Directors’ meetings is impressive. In line with provisions of Section 258(2) of the Companies and Allied
Matters Act, Cap C20 Laws of the Federation of Nigeria 2004, the record of Directors’ attendance at Board meetings is
available for inspection at the Annual General Meeting.
• Ensure value creation for the Shareholders, employees and other stakeholders;
• Review and approve corporate policies, strategy, annual budget and business plan;
• Monitor implementation of policies and the strategic direction of the Company;
• Set performance objectives, monitor implementation and corporate performance;
• Review and approve all major and capital expenditure of the Company;
• Ensure that the statutory rights of all Shareholders are protected at all times;
• Provide the Company with entrepreneurial leadership within a framework of prudent and effective controls which
enables risk to be assessed and managed;
• Deploy the Company’s resources to profitable use;
• Outline the Company’s strategic and corporate aims;
• Ensure that the necessary financial and human resources are in place for the Company to meet its objectives;
• Review management performance on a continuous basis;
• Set the Company’s values and standards;
• Take decisions objectively in the interests of the Company;
• Ensure that its obligations to its Shareholders and other stakeholders are understood and met;
• Constructively challenge and help develop proposals on strategy developed by Management.
The Board carries out some of the above responsibilities through the Board Committees whose terms of reference set out
clearly their roles, responsibilities, scope of authority and procedure for reporting to the Board.
Each Committee is presided over by a non-Executive Director to ensure strict compliance with the principles of good
Corporate Governance practice; while the Audit Committee has a representative of the Shareholders as its Chairman.
In compliance with the practices of good Corporate Governance, the Chairman of the Board is not a member of any of the
Committees, namely:
THE FINANCE AND INVESTMENT COMMITTEE
1. Alhaji Mahmoud S. Abdullahi — Chairman
2. Brigadier-Gen. S. L. Teidi (rtd) — Member
3. Mr. Olakunle Alake — Member
THE NOMINATION AND REMUNERATION COMMITTEE
1. Mr. Asue Ighodalo — Chairman
2. Mr. Uzoma Nwankwo — Member
3. Alhaji Abdu Dantata — Member
THE AUDIT COMMITTEE
The Audit Committee is made up of six (6) members, consisting of three representatives of the Shareholders and three
members of the Board of Directors. Members of the Audit Committee are elected at the General Meetings. The Committee,
in compliance with the requirements of Corporate Governance practice is chaired by a Shareholder. The Committee met
two (2) times during the year under review. Members of the Committee are:
1. Mr. Alex Adio — Shareholder/Chairman
2. Chief M. O. Mbonu — Shareholder
3. Alhaji Kasumu Ibrahim — Shareholder
4. Mr. Asue Ighodalo — Director
5. Mr. Olakunle Alake — Director
6. Alhaji Mahmoud Abdullahi — Director
In addition to its responsibility to review the scope, independence and objectivity of the audit, the Audit Committee
carries out all such matters as are reserved to the Audit Committee by the Companies and Allied Matters Act, Cap C20
Laws of the Federation of Nigeria, 2004.
• Review adequacy and effectiveness of Dangote Flour Mills Plc internal control policies prior to endorsement by the
Board.
• Direct and supervise investigations on matters within the scope, such as evaluations of the effectiveness of Dangote
Flour Mills Plc internal controls, cases of employee, business partner and client misconduct or conflict of interest.
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 policies of the Company are in accordance with the legal requirements and agreed ethical
practice. Having reviewed the Auditors’ findings and recommendations on Management matters, we are satisfied with
Management’s response therein.
We have audited the accompanying consolidated financial statements of Dangote Flour Mills Plc and its subsidiaries,
set out on pages 16 to 33 which comprise the balance sheet as at 31 December 2009, the income statement, statement
of cash flows and statement of value added for the year then ended, and a summary of the significant accounting policies
and other explanatory information.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted
our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments,
the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as
well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
Dangote Flour Mills Plc and its subsidiaries as at 31 December 2009, and of its financial performance and its cash flows
for the year then ended; the Company and its subsidiaries have kept proper books of account, which are in agreement
with the balance sheet and income statements in the manner required by the Companies and Allied Matters Act, CAP
C20, LFN 2004 and in accordance with the Statements of Accounting Standards issued by the Nigerian Accounting
Standards Board.
Chartered Accountants
Lagos, Nigeria
19 August, 2010
The following are the significant accounting policies which have been adopted.
1. Basis of accounting
The consolidated financial statements are prepared on the historical cost basis. Adjustment has not been made to
reflect the impact of specific price changes or changes in the general level of prices on the financial statements.
2. Consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries which
are Dangote Pasta Limited and Dangote Agrosacks Limited whose financial statements are equally made up to
31 December. All inter-company transactions and balances are eliminated.
3. Turnover
Turnover represents the net value of goods and services sold to third parties during the year less discounts.
4. Fixed assets
Fixed assets are stated at cost less accumulated depreciation.
5. Depreciation
Depreciation is calculated to write off the cost of fixed assets on a straight line basis over their expected useful lives.
The principal annual rates used for this purpose are:
%
Leasehold land and buildings — 2
2
Plant and machinery — 6 –3
Motor vehicles — 25
Tools and equipment — 20
Furniture and fittings — 20
1
Computer equipment and softwares — 33 –3
7. Foreign currencies
Transactions in foreign currencies are recorded in Naira at the rates of exchange ruling at the time they arise. Assets
and liabilities existing in foreign currencies are converted to Naira at the rates of exchange ruling at the balance
sheet date. Gains or losses arising therefrom are included in the profit and loss account.
8. Debtors
Debtors are stated after deduction of specific provisions for debts considered doubtful of recovery.
9. Taxation
(i) Companies income tax
Income tax and education tax are provided by applying the current statutory rate on the taxable profit and
adjusted profit respectively.
(ii) Deferred taxation
Deferred taxation is provided using the liability method at the current rate of income tax on all timing differences
between the treatment of certain items for accounting purposes and their treatment for taxation in accordance
with SAS 19.
The Company and its subsidiaries also operate a gratuity scheme for its permanent Nigerian staff, the benefits under
which are related to employees’ length of service and remuneration. The provision for liability in respect thereof
based on actuarial valuation is provided in full in the financial statements.
11. Investments
Investments are stated at cost after specific provision for diminution in value.
12. Provisions
Provisions are recognized when the Company and its subsidiaries have present obligation whether legal or constructive,
as a result of a past event for which it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation in accordance
with the Statement of Accounting Standards (SAS) 23.
The accounting policies on pages 16 and 17 and other explanatory notes on pages 21 to 31 form part of these consolidated
financial statements.
The consolidated financial statements on pages 16 to 33 were approved by the Board of Directors on 19 August, 2010
and signed on its behalf by:
Rohit Chaudhry
} Directors
The accounting policies on pages 16 and 17 and other explanatory notes on pages 21 to 31 form part of these consolidated
financial statements.
1. THE COMPANY
1.1 Legal form
The Company started operating as a division of Dangote Industries Limited in 1999. It was incorporated as
public limited liability company on 1 January 2006, commenced operations on the same date and was quoted
on the Nigerian Stock Exchange on 4 February 2008.
In 2007, the Company acquired controlling interests in Dangote Pasta Limited and Dangote Agrosacks Limited.
Particulars of these subsidiaries are:
Subsidiaries Percentage held Principal Activities
Dangote Pasta Limited 99 Manufacture of Spaghetti, Macaroni and other Pasta
products.
Dangote Agrosacks Limited 99 Manufacture of packaging materials. It holds 75%
equity in Obajana Agrosacks Limited.
2. STRATEGIC CONSIDERATIONS
Dangote Industries Limited has confirmed its capacity and commitment to continue to support Dangote Flour Mills
Group and has committed to takeover all external borrowings and provide medium-term loan facilities.
The Company
Flour 38,808,447 30,740,730 8,067,717 26,269,299 21,746,622 4,522,677
Bran 2,399,162 723,589 1,675,573 1,438,779 419,821 1,018,958
Danvita and Semolina 632,310 378,455 253,855 2,401,532 1,911,634 489,898
41,839,919 31,842,774 9,997,145 30,109,610 24,078,077 6,031,533
6. TAXATION
Profit and loss account
Tax based on the profit for the year
Income tax — 67,407 — —
Education tax 141,043 110,659 125,007 54,045
141,043 178,066 125,007 54,045
Deferred taxation (Note 16) (328,067) — (328,067) —
(187,024) 178,066 (203,060) 54,045
Balance sheet
As per profit and loss account 141,043 178,066 125,007 54,045
At 1 January 423,248 245,182 139,361 85,316
Payments during the year (213,223) — (51,979) —
At 31 December 351,068 423,248 212,389 139,361
The charges for taxation in these financial statements were based on the provisions of the Companies Income
Taxation Act, CAP C21, LFN 2004 as amended and the Education Tax Act, CAP E4, LFN 2004.
7. FIXED ASSETS
(a) The Group
Freehold/ Computer Assets
Leasehold equipment Furniture under
land and Plant and Tools and and and Motor construc-
buildings machinery equipment softwares fittings vehicles Trucks tion Total
N
=’000 N
=’000 N
=’000 N
=’000 N
=’000 N
=’000 N
=’000 N
=’000 N
=’000
Cost
At 1 January 2,730,581 26,934,690 619,777 71,841 148,626 323,472 — 7,690,387 38,519,374
Additions 26,153 422,079 99,203 19,640 22,938 650,957 1,740,587 2,418,146 5,399,703
Disposals — — — (452) — — — — (452)
Transfers 317,000 3,516,947 (8,854) — 127 — — (3,825,220) —
Amortised to direct cost — — — — — — — (6,939) (6,939)
At 31 December 3,073,734 30,873,716 710,126 91,029 171,691 974,429 1,740,587 6,276,374 43,911,686
Depreciation
At 1 January 178,302 5,262,432 344,365 46,786 75,674 162,531 — — 6,070,090
Charge for the year 56,092 1,988,876 142,758 25,865 30,062 184,697 175,499 — 2,603,849
Disposals — — — (452) — — — — (452)
At 31 December 234,394 7,251,308 487,123 72,199 105,736 347,228 175,499 — 8,673,487
At 31 December 2008 2,552,279 21,672,258 275,412 25,055 72,952 160,940 — 7,690,387 32,449,283
Depreciation
At 1 January 109,323 2,284,816 209,207 29,363 39,084 69,965 — — 2,741,758
Charge for the year 38,149 718,235 89,044 16,648 17,040 38,940 175,499 — 1,093,555
Disposals — — — (452) — — — — (452)
At 31 December 147,472 3,003,051 298,251 45,559 56,124 108,905 175,499 — 3,834,861
At 31 December 2008 1,735,576 8,256,656 206,318 17,903 38,899 43,418 — 5,433,864 15,732,634
Assets under construction comprise of capacity expansion projects in flour production mills Apapa, Ilorin and Calabar.
9. STOCKS
Raw materials and work-in-progress 4,806,929 5,747,680 2,871,634 3,766,420
Finished goods 2,315,765 2,321,381 138,431 501,985
Engineering spares and other stocks 1,061,387 821,709 159,359 109,283
Goods-in-transit 79,364 1,019,761 79,364 1,019,761
8,263,445 9,910,531 3,248,788 5,397,449
Provision for slow moving items (16,527) — — —
8,246,918 9,910,531 3,248,788 5,397,449
The loans and overdraft are secured by Corporate Guarantee of a related party, Dangote Industries Limited.
Exchange
equali- 2009 2008
Revenue sation Capital Total Total
N
=’000 N
=’000 N=’000 N
=’000 N
=’000
20. RESERVES
The Group
At 1 January 3,689,251 122,765 6,588,637 10,400,653 7,958,095
Transfer from non-controlling interest (710) — — (710) —
Prior year adjustment 731,861 — — 731,861 (504,890)
Dividend declared — Final 2008 (1,000,000) — — (1,000,000) —
Dividend declared — Interim 2009 (1,500,000) — — (1,500,000) —
Transferred from profit and loss account 5,530,732 — — 5,530,732 2,947,448
At 31 December 7,451,134 122,765 6,588,637 14,162,536 10,400,653
The Company
At 1 January 8,851,322 7,600,955
Prior year adjustment 731,861 (453,725)
Dividend declared — Final 2008 (1,000,000) —
Dividend declared — Interim 2009 (1,500,000) —
Transferred from profit and loss account 5,359,861 1,704,092
12,443,044 8,851,322
Prior year adjustment relates adjustment for prior year reconciling items in intercompany balance with Dangote
Industries Limited cleared during the year.
On 29 October 2009, the Board of Directors approved interim dividend of 30 kobo per ordinary share of 50 kobo
each amounting to N
= 1.5 billion and subsequently paid.
At the Board of Directors meeting held on 19 August 2010, the Directors proposed final dividend of 50 kobo per
ordinary share of 50 kobo each amounting to N = 2.5 billion. The dividend is subject to approval by shareholders at the
Annual General Meeting net of withholding tax at the appropriate rate. Consequently, it has not been included as a
liability in these financial statements as they do not constitute present obligation to the Company in accordance
with (SAS) 23 on Provisions, Contingent Liabilities and Contingent Assets.
The Group
2009 2008
N
=’000 N
=’000
21. NON-CONTROLLING INTEREST
At 1 January 201,538 159,427
Transfer to revenue reserve 710 —
On acquisition of Obajana Agrosacks — 29,552
Dangote Agrosacks Limited 29,444 4,759
Dangote Pasta Limited 904 7,800
At 31 December 232,596 201,538
.2 Employees
Average number of persons employed
during the year:
Management 170 157 121 106
Senior staff 581 500 369 364
Junior staff 2,989 2,755 356 375
3,740 3,412 846 845
N
=’000 N
=’000 N
=’000 N
=’000
Aggregate payroll costs:
Wages, salaries, allowances and
other benefits 3,889,782 1,565,636 1,242,490 604,458
Provision for gratuities 152,054 235,354 111,420 82,358
Pension cost 26,847 49,045 26,847 12,438
4,068,683 1,850,035 1,380,757 699,254
The number of employees with gross
emoluments within the bands stated
below are:
N
=’000 N
=’000 Number Number Number Number
0 — 200 4 — — —
200 — 400 2,432 2,444 37 324
401 — 600 571 369 309 220
601 — 800 199 178 93 50
801 — 1,000 162 137 121 100
1,001 — 2,000 257 190 185 102
2,001 and above 115 94 101 53
3,740 3,412 846 849
.2 The Directors are of the opinion that all known commitments and liabilities which are relevant in assessing the
state of affairs of the Group have been taken into consideration in the preparation of these financial statements.
The capital commitments were made for capacity expansion projects in three of the four production mills (Apapa,
Ilorin and Calabar).
Applied as follows:
To pay employees
Salaries, wages and
other benefits 4,068,683 27 1,850,035 20 1,380,757 14 699,254 13
To pay government
Taxation (187,024) — 178,066 2 (203,060) 1 54,045 1
“Value added” represents the additional wealth the Company has been able to create by its own and employees’ efforts.
This statement shows the allocation of that wealth between employees, capital providers, government and that retained
for future creation of more wealth.
Profit before taxation 5,374,056 3,167,625 675,703 — 5,156,801 1,758,137 375,651 721,983
Taxation 187,024 (178,066) (114,144) — 203,060 (54,045) (85,316) —
Minority interest (30,348) (42,111) (36,849) — — — — —
Retained profit transferred
to general reserve 5,561,080 2,947,448 524,710 — 5,359,861 1,704,092 290,335 721,983
Note:
1. Earnings per share are based on profit after taxation and the number of issued and fully paid ordinary shares at the
end of each financial year.
2. Net assets per share are based on net assets and the issued and fully paid ordinary shares as at the end of each
financial year.
Dangote Flour Mills Plc was quoted on the Nigerian Stock Exchange on 4th February, 2008.
Proxy Form
DANGOTE FLOUR MILLS PLC
RESOLUTIONS FOR AGAINST
4TH ANNUAL GENERAL MEETING TO BE HELD AT
12.00 NOON ON WEDNESDAY, 6TH OCTOBER, 2010 AT 1. To receive the Audited
TAHIR HOTEL, KANO. Financial Statements for the
year ended 31st December
I/We* ........................................................................................................ 2009 and the Directors’,
Auditors’ and Audit Committee’s
of ............................................................................................................... Reports thereon
hereby appoint ......................................................................................
2. To declare a dividend
...................................................................................................................
of ............................................................................................................... 3. To re-elect Directors
or failing him, the Chairman of the meeting, as my/our proxy
to act and vote for me/us and on my/our behalf at the Fourth 4. To re-appoint the Auditors
Annual General Meeting of the Company to be held at 12.00
noon on Wednesday, 6th October, 2010 and at any 5. To authorise the Directors
adjournment thereof. to fix the remuneration
of the Auditors
Dated this ................ day of .......................................... 2010.
6. To appoint members of
Signature .................................................................................................
the Audit Committee
NOTES
1. Please sign this proxy card and post it to reach the SPECIAL BUSINESS
registered office of the Company not less than 48 hours
7. To fix the remuneration of
before the time for holding the meeting.
the Directors
2. If executed by a corporation, the proxy card should be
sealed with the common seal.
3. This proxy card will be used both by show of hands and Please indicate with an “X” in the appropriate space how
in the event of a poll being directed or demanded. you wish your votes to be cast on resolutions set out
4. In the case of joint holders the signature of any one of above. Unless otherwise instructed, the proxy will vote
them will suffice, but the names of all joint holders should or abstain from voting at his/her own discretion.
be shown.
✂ Before posting the above form, please sign/tear off this part and retain it for admission to the meeting.
Admission Card
DANGOTE FLOUR MILLS PLC
PLEASE ADMIT THE SHAREHOLDER ON THIS FORM OR HIS/HER APPOINTED PROXY TO THE
4TH ANNUAL GENERAL MEETING TO BE HELD AT 12.00 NOON
ON WEDNESDAY, 6TH OCTOBER, 2010 AT TAHIR HOTEL, KANO.
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 Shares held Signature of person attending
IMPORTANT
Please insert your name in BLOCK CAPITALS on both proxy and admission card where marked *.
A. L. ISA (MRS)
Company Secretary/Legal Adviser
RC 501757