PORTLAND PAINTS AND PRODUCTS NIG. PLC...PORTLAND PAINTS & PRODUCTS NIGERIA PLC RESULTS AT A GLANCE...

PORTLAND PAINTS AND PRODUCTS NIG. PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2016

PORTLAND PAINTS & PRODUCTS NIGERIA PLC

ANNUAL REORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

CONTENTS PAGE

General information 3

Results at glance 4

Notice of annual general meeting 5

Chairman's statement 7

Directors' report 9

Statement of directors' responsibilities 14

Report of the audit committee 15

Independent auditor's report 16

Statement of comprehensive income 20

Statement of financial position 21

Statement of changes in equity 22

Statement of cash flows 23

Notes to the financial statements 24

Other information:

Statement of value added 54

Five years financial summary 55

2


GENERAL INFORMATION


BOARD OF DIRECTORS

Mr. Larry Ettah - Chairman

Mr. Mukhtar Yakasai - MD/CEO

Mr. Bayo Osibo - Director

Mr. Abdul Bello - Director

Eng. Dipo Ashafa - Director

Mrs. Adeline Ogunfidodo - Director (appointed on 23/03/2016)

REGISTERED OFFICE Sandtex House

105A, Adeniyi Jones Avenue,

Ikeja. Lagos State.

FACTORY Km 36, Abeokuta – Lagos Expressway

Ewekoro, Ogun State.

REGISTERED NUMBER RC76075

FRCN NUMBER FRC/2012/0000000000221

COMPANY SECRETARY Adeleke Yusuff Esq,

UAC House

1-5 Odunlami street

Lagos, Nigeria

AUDITORS PricewaterhouseCoopers

Landmark Towers, Plot 5B Water Corporation Road,

Victoria Island, Lagos.

REGISTRAR Africa Prudential Registrars Plc

(formerly UBA Registrars Ltd)

No. 220B, Ikorodu Road

Palmgrove, Lagos.

BANKERS Zenith Bank Plc

United Bank for Africa Plc

Skye Bank Plc

Ecobank Nigeria Plc

First City Monument Bank Plc

First Bank Nigeria Plc

Wema Bank Nigeria Plc

3


RESULTS AT A GLANCE


Dec-16 Dec-15 Changes Inc/(Dec)

N'000 N'000 %

Revenue 1,971,170 2,168,480 (9)

Profit/(loss) before taxation 7,502 (258,369) 103

Taxation 1,094 25,384 (96)Profit/(loss) net of tax attributale to equity holders of the

Company 8,597 (232,985) 104

Total equity and liabilities 1,754,321 1,899,281 (8)

Share holders' fund 700,214 691,617 1

Earnings/(loss) per share 2 (58) 104

Net assets per share (Naira) 0.18 1.73 (90)

Market price per share as at December 1.72 3.76 (54)

Market capitalization as at December 688,000 1,504,000 (54)

4


NOTICE OF ANNUAL GENERAL MEETING


Special Business

Proxy

NOTICE IS HEREBY GIVEN THAT the next Annual General Meeting of the Members of Portland Paints and

Products Nigeria Plc will be held at Silas Daniyan Hall, Golden Tulip Festac, Amuwo-Odofin, Lagos State on Wednesday,

31st

May, 2017 at 10 o’clock in the forenoon in order to transact the following businesses:

Ordinary Business1) To lay before the Members the Report of the Directors, the audited Statement of Financial Position of the Company, together with

the Statement of Comprehensive Income for the for the year ended 31st December 2016 and the Reports of the Auditors and the Audit

Committee thereon.

2) To re-elect Directors

3) To authorize the Directors to fix the remuneration of the Auditors

4) To elect Members of the Audit Committee

1) To fix the remuneration of the Directors

A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote

instead of him and such a proxy need not be a member of the Company. A proxy form is enclosed and if it is to be valid

for the purposes of the meeting, it must be completed and deposited at the Registered Office of the Company not less than

48 hours before the time for holding the meeting.

5


NOTICE OF ANNUAL GENERAL MEETING


NOTESClosure of Register and Transfer Books

E-Dividend/Bonus

The Register of Members and Transfer Books will be closed on 29th

of May, 2017 for the purpose of updating the Register.

Audit CommitteeThe Audit Committee consisted of two (2) shareholders and two (2) Directors during the year in review. Any member may

nominate a shareholder as a member of the Committee by giving notice in writing of such nomination to the Company

Secretary at least twenty-one days before the Annual general meeting. Nominators should please submit a brief profile of

their nominees to the Company Secretary along with the nomination forms.

Rights of Securities Holders to Ask QuestionsSecurities holders have a right to ask questions not only at the meeting but also in writing prior to the meeting and such

questions must be submitted to the Company on or before 26th

of May, 2017.

Unclaimed Share Certificates and Dividend WarrantsShareholders are hereby informed that a sizeable quantity of share certificates and dividend warrants have been returned

to the Registrars as unclaimed. Some dividend warrants have neither been presented to the Bank for payment nor to the

Registrar for revalidation.

Affected members are by the notice please advised to contact the Company Secretary or the Registrars (Africa Prudential

Registrars Plc) or call at the Registrar’s Office at 220B, Ikorodu Road, Palmgrove, Lagos during normal business hours or

call them on 01-4606460.

Annual Report & Unclaimed Dividend ListShareholders who wish to receive electronic copies of the Annual Report & Accounts and Unclaimed Dividends list should

please send their names and e-mail addresses to [email protected] and [email protected].

Pursuant to the directive of the Securities and Exchange Commission notice is hereby given to all shareholders to open

bank accounts, stock-broking accounts and CSCS accounts for the purpose of e-dividend/bonus. A form is attached to this

Annual report for completion by shareholders to furnish the particulars of these accounts to the Registrar (Africa

Prudential Registrars Plc) as soon as possible.

6

mailto:[email protected]




















CHAIRMAN’S STATEMENT


Distinguished Shareholders, Ladies and Gentlemen,

It gives me great pleasure to welcome you to the 2017 Annual General Meeting of our company, Portland Paints and

Products Nigeria Plc and to present to you the Annual Report of the Company for the financial year ended 31st

December

2016.

Prior to reporting on the Company’s performance, I would like to highlight some of the key issues in the business

environment that impacted our operations during the year.

ECONOMIC AND BUSINESS ENVIRONMENT

The challenges of 2015 continued into, 2016 with the country experiencing its first recession in two (2) decades.

In 2016 oil production volumes came under pressure due to unrest in the Niger Delta region, with negative impact on

government earnings. These were the main factors that led to the Nigerian economy sliding into a recession with the

Gross Domestic Product (GDP) recording negative growth for the first 3 quarters of the year. Inflation also experienced a

significant rise during the year from 9.6% to 18.6% between December 2015 and December 2016, leading to a shrinkage

in consumer disposable income and a rise in the cost of doing business. The trend in inflation is attributed to weakening

of the naira, a rise in the pump price of premium motor spirit (petrol), as well as a hike in electricity tariffs, amongst other

factors.

The socio-political environment also remained fragile due to security issues occasioned by events such as the recurring

clashes between the Fulani Herdsmen and farming communities across the country, the sporadic attacks on crude oil

production facilities in the Niger Delta, rising kidnapping cases and other cases of insecurity and clashes across the

country. However, the Government should be commended for the improvement in the security situation in the North-

East, which resulted from the gallantry demonstrated by the Nigerian military in decimating Boko-Haram insurgents.

The sustained fight against corruption by the Government is also laudable.

The capital market did not provide much of a respite with decline in the last three years as the Nigerian All Share Index

slid by 6.2% in 2016 as compared with 2015. The trend in the index was reflective of the weak macro-economic

environment, and its multiplier effect on general liquidity within the system and investor appetite.

Rising costs and in many cases scarcity of key raw and packaging materials continued to affect our operations with

negative effect on our margins. We also experienced declining purchasing power and competitive pressures leading to

only minimal retail price increases, despite accelerating costs. The consumer was significantly stretched as inflationary

pressures weighed heavily on purchasing power a trend leading to a drag on volume of sales.

In response to the challenges posed by the business environment, your Board and Management proactively worked

towards cost reduction and optimization in all areas of our operations to ensure the survival of the business and its

sustained value creation for stakeholders.

7


CHAIRMAN’S STATEMENT


Mr. Larry Ephraim Ettah

C H A I R M A N

FRC/2013/IODN/00000002692

CAPITAL RAISE EXERCISE

I wish to report that the Rights Issue of 2 for 3 approved at the 2015 Annual General Meeting to raise additional capital

for the company hit the market on 23rd

January 2017 and closed on 1st

March 2017. It was 65.5% subscribed and was

affected by the general capital market sentiments and softness.

FINANCIAL PERFORMANCE

Although your company has been undergoing restructuring of its operations in the reporting year which has been

exacerbated by the daunting challenges in the operating environment, the Company was able to report a modest result in

2016. Your Company recorded a Revenue of N1.971 billion in 2016, which is a 9% drop from the N2.168 billion of the

previous year. The company Profit after Tax was N8.597 million, a major reversal from the N232.98m loss recorded in the

previous year.

DIVIDEND

In view of this level of performance, the Board is not recommending the payment of dividend.

OUTLOOK FOR 2017

The outlook for the year 2017 will largely be hinged on the quality of policy and reform initiatives. We remain optimistic

with lasting peace in the Niger Delta region and stability in the country’s oil production to ensure improvement in

government revenues. We are also encouraged with the level of reforms in infrastructure development and the national

housing program of the federal and state governments as well as the rehabilitation in the North East of the country.

In 2017, your Company will focus on further consolidating on the initiatives we started in 2016, expand our distribution

network and improve our brand visibility to ensure we deliver on our corporate objectives.

APPRECIATION

Distinguished shareholders, I wish to express the appreciation of the Board of Directors to the staff and management of

our Company for the 2016 performance of our Company under extremely difficult circumstances. My appreciation also

goes to our valued customers for their continued patronage and unwavering loyalty to our brands and Company. I also

thank my colleagues on the Board for their support and co-operation. Finally I wish to thank you, our loyal shareholders,

for keeping faith with our Company over the years.

Thank you for your attention.

8


DIRECTOR'S REPORT


Legal Status

Principal activities

Operating results

The following is a summary of the Company's results:

Dec-16 Dec-15

N'000 N'000

Revenue 1,971,170 2,168,480

Profit/ (loss) before taxation 7,502 (258,369)

Taxation 1,094 25,384

Total Comprehensive profit/(loss) net of tax 8,597 (232,985)

Basic Earnings/(loss) per share 2 (58)

Dividend

The directors have the pleasure in presenting their report and the audited financial statements for the year ended 31 December 2016.

Portland Paints & Products Nigeria Limited was incorporated as a private limited liability Company on 3rd September, 1985.

The Company by a special resolution of 24th April, 2008 changed its name to Portland Paints & Products Nigeria Plc, consequent upon it

becoming a Public Limited Liability Company.

The Company is principally engaged in the business of manufacturing and sale of paints, marketing of Hempel marine and protective

coatings for the oil and gas sector and marketing of sanitary wares.

During the year, the Company continued to implement its strategies for enhancing the quality of its service delivery through continuous

improvement of its operations, increased investment in technology infrastructure and enforcement of procedures and manpower

development.

There was no change in the principal activities of the Company during the year.

The directors do not recommend the payment of dividend for the financial year ended 31 December, 2016 (2015: Nil)

9


DIRECTOR'S REPORT


Directors

1 Mr. Larry Ettah - Chairman

2 Mr. Mukhtar Yakasai - MD/CEO

3 Mr. Bayo Osibo - Director

4 Mr. Abdul Bello - Director

5 Eng. Dipo Ashafa - Director

6 Mrs. Adeline Ogunfidodo - Director (appointed on 23/03/2016)

Records of Directors’ Attendance

Directors’ Shareholdings

Number of Shares Number of Shares

Dec-16 Dec-15

Eng Dipo Ashafa 238,877 238,877

Analysis of Shareholdings

Range Number of shareholders Units Units %

1 - 1,000 506 183,757 0%

1,001 - ,5000 175 510,653 0%

5,001 - 50,000 347 9,949,472 2%

50,001 - 100,000 44 3,475,109 1%

100,001 - 500,000 46 10,955,850 3%

500,001 - 1,000,000 17 12,368,529 3%

1,000,001 - 250,000,000 22 73,735,505 18%

250,000,001 - 1,000,000,000 1 288,821,125 72%

1,158 400,000,000 100%

The Directors’ who served during the year are:

In accordance with Section 256 of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004 and in line with

Article 95 of the Company’s Articles of Association, Engr. Dipo Ashafa and Mr. Bayo Osibo are retiring by rotation at the forthcoming

Annual General Meeting and being eligible, offer themselves for re-election.

In accordance with the provisions of Section 258(2) of the Companies and Allied Matters Act, 1990, the Record of Directors’ Attendance at

Board Meetings held in 2016 will be available at the Annual General Meeting for inspection.

The direct and indirect interests of directors in the issued share capital of the Company as recorded in the Register of Directors’

Shareholdings and as notified by the directors for the purposes of Sections 275 and 276 of the Companies and Allied Matters Act, 1990 and

the Listing Requirements of the Nigerian Stock Exchange are as follows:

According to the register of members as at 14 March, 2017 the spread of Shareholdings in the Company was as follows:

10


DIRECTOR'S REPORT


Share Capital History

a)

b)

c)

d)

e)

f)

Dec-16 Dec-15

N'000 N'000

g)

200,000 200,000

h)

Number of Shares %

UAC of Nigeria Plc 288,821,125 72%

Contracts

Taxation

Property, plant and equipment

Corporate Governance

i)

ii)

iii)

iv)

The Company is committed to best practice and procedures in corporate governance. Its business is conducted in a fair, honest and

transparent manner which conforms to high ethical standards.

The Board consists of six (6) Directors, made up of five non-Executive Directors and one Executive Director. The Company has a non-

Executive Chairman and a Managing Director who is the Chief Executive Officer.

Mrs. Adeline Ogunfidodo was appointed within the year as a Non-Executive Director.

Board meetings are held quarterly. However, special or emergency board meetings are convened whenever the need arises.

The Board takes decisions on policy matters and directs the affairs of the Company, allocates resources, sets overall corporate

targets and monitor strategies and plans.

On 26 August 2004 the authorized, issued and paid up share capital were increased from 4,000,000 to 40,000,000 shares of 50

kobo each that is, increased to N20, 000,000.

On 24 April 2008 the authorized share capital was increased from 40,000,000 to 400,000,000 shares of 50 kobo each that is,

increased to N200, 000,000.

None of the Directors has notified the Company for the purpose of Section 277 of the Companies and Allied Matters Act, CAP C20 Laws of

Federation of Nigeria, 2004, of any interest in contracts made with the Company during the year under review.

Adequate provision has been made for all forms of taxes relevant to the activities carried out by the Company during the year.

Information relating to changes in property, plant and equipment is given in Note 10 to the financial statements. In the opinion of the

Directors, the market value of the Company’s properties is not less than the value shown in the financial statements.

On 30 June 2008 the Company distributed Bonus shares of 360,000,000 shares of 50 kobo each, that is, N180, 000,000.

On 9 July 2010 the Company’s 400,000,000 shares of 50 kobo each were listed on the floor of the Nigerian Stock Exchange.

Issued and Fully Paid 400 million Ordinary shares of 50 kobo each:

The shareholders who have more than 5% holding are as follows:

On October 20 2015 the authorised share capital increased to 1,000,000,000 ordinary shares of 50k each.

The initial authorized, issued and paid up share capital as at 3 September 1985 was 4,000,000 shares of 50 kobo each, that is,

N2,000,000.

11


DIRECTOR'S REPORT


Board Meetings

P Present

AWP Absent with Apology

NYA Not yet appointed

a) Audit Committee:

b) Risk and Governance Committee:

The committees work independent of each other and meet regularly to review policies and strategies to ensure compliance, while creating

value for all stakeholders of the Company

The Risk and Governance Committee consists of one Executive Director and four non-Executive Directors and is responsible for developing

the Company’s Corporate Governance policies and practices and to consider the nature, extent and category of risks facing the Company.

Attendance at board meetings during the year were as follows:

Attendance at audit committee meetings during the year were as follows:

In conformity with the Code of Best Practice in Corporate Governance, the following Committees were established:

12


DIRECTOR'S REPORT


Employment of Disabled Persons

Applications for employment by the physically challenged are always fully considered, the Company does not discriminate against any

person on grounds of physical disability bearing in mind the respective aptitudes and abilities of the applicants concerned. In the event of

members of staff becoming disabled, every effort is made to ensure their continued employment with the Company and appropriate training

is arranged. It is the policy of the Company that training, career development and promotion of disabled persons should, as far as possible,

be identical with those of other employees.

Health, Safety and Welfare of Employees

The company maintains a Health Insurance Scheme for members of staff and their families. The company also operates a statutorily

defined contributory pension scheme for all employees.

Employee Involvement and Training

In line with the Company policy of continuous development of its manpower resources, the Company provides regular on-the-job training

for all cadres of staff on the job in addition to other local and overseas courses. The Company maintains effective formal and informal

channels of communication in order to keep all staff abreast of development within the Company.

Post Balance Sheet Events

The company rights issue was closed for subscription March 1, 2017, awaiting issuing and allotment.

There are no other material post balance sheet events to date, which could have had a material effect on the financial statements of the

Company as at 31 December, 2016 and the profit for the year ended on that date which have not been adequately provided for or

recognized.

Auditors

Messrs. PricewaterhouseCoopers, having indicated their willingness to continue in office pursuant to Section 357 (2) of the Companies and

Allied Matter Act, CAP C20 Laws of the Federation of Nigeria, 2004.

13


STATEMENT OF DIRECTORS' RESPONSIBILITIES


(a)

(b)

(c)

Mukhtar Yakasai Larry E. Ettah

Managing Director / CEO

FRC/2015/NIM/00000013278 FRC/2013/IODN/00000002692

21 March 2017

The Companies and Allied Matters Act 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.

preparing the company’s financial statements using suitable accounting policies supported by reasonable and prudent

judgements and estimates, that are consistently applied.

Chairman

The responsibilities includes:

The directors accept responsibility for the financial statements, which have been prepared using appropriate accounting

policies supported by reasonable and prudent judgements and estimates, in conformity with International Financial Reporting

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 systems of internal financial control.

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.

designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial

statements that are free from material misstatement, whether due to fraud or error; and

ensuring that the Company 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;

14


REPORT OF THE AUDIT COMMITTEE


(a)

(b)

(c)

(d) The Company maintained effective systems of accounting and internal control system during the year in review

In compliance with Section 359(6) of he Companies and Allied Matters Act CAP C20, Laws of the Federation of Nigeria,

2004, we have reviewed the audited Financial Statements of the Company for the year ended 31 December, 2016 and

report as follows:

The accounting and reporting policies of the Company are consistent with legal requirements and agreed ethical

practices.

The scope and planning of the external audit for the year ended 31 December, 2016 were in our opinion adequate.

We reviewed the findings and recommendations in the Internal Auditor's Report and External Auditor's

Management Controls Report and we were satisfied with the management responses thereto.

We have deliberated with the External Auditors, who confirmed that all necessary cooperation was received from

management and that they had issued a clean report in respect of the year ended 31 December, 2016.

15


STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME


(All amounts are in thousands of Naira, unless otherwise stated)

Dec-16 Dec-15

Note N'000 N'000

Revenue 3 1,971,170 2,168,480

Cost of sales 5 (1,160,316) (1,270,822)

Gross profit 810,854 897,658

Other operating income 4 145,294 53,300

Selling and distribution expenses 5 (365,114) (414,557)

Administrative expenses 5 (479,050) (673,506)

Profit/(loss) from operations 111,985 (137,105)

Finance income 6 870 3,276

Finance expenses 6 (105,353) (124,540)

Net finance expenses (104,483) (121,264)

Profit/(loss) before taxation 7,502 (258,369)

Taxation 7 1,094 25,384

Profit /(loss) from continuing operations 8,597 (232,985)

Total comprehensive profit/(loss) 8,597 (232,985)

Earnings/(loss) per share:

Basic (Kobo) 8 2 (58)

Diluted (Kobo) 8 2 (58)

The notes on pages 24 to 53 form an integral part of these financial statements

20


STATEMENT OF FINANCIAL POSITIONAS AT 31 DECEMBER 2016


Notes

31 December

2016

31 December

2015 N'000 N'000

ASSETS:

Non - current assets:

Property, plant and equipment 9 438,082 456,202

Intangible assets 10 49,025 124,685

Prepayments 12 13,402 10,789

Total non - current assets 500,509 591,676

Current assets:

Inventories 11 717,429 616,287

Trade and other receivables 12 463,168 467,700

Prepayments 12 39,136 62,174

Cash and short term deposit 13 34,080 161,444

Total current assets 1,253,813 1,307,605

Total assets 1,754,321 1,899,281

Equity and liabilities

Equity:

Issued share capital 16 200,000 200,000

Other capital reserve (Revaluation reserve) 16 91,923 91,923

Retained earnings 408,292 399,694

Equity attributable to owners 700,214 691,617

Non current liabilities:

Interest bearing loans and borrowings 13 43,492 101,571

Government grants 13 7,730 32,240 Deferred tax liabilities 15 9,093 19,106

Total non current liabilities 60,314 152,917

Current liabilities:

Trade and other payables 14 845,354 885,194

Interest bearing loans and borrowings 13 96,122 124,297

Government grants 13 24,516 24,516

Income tax payable 15 27,800 20,741

Total current liabilities 993,793 1,054,748

Total liabilities 1,054,107 1,207,665

Total equity and liabilities 1,754,321 1,899,281

Abdulwasiu Taiwo (Finance Manager) FRC No: FRC/2013/ICAN/00000002588

Mukhtar Yakasai (MD/CEO) FRC No: FRC/2015/NIM/00000013278

Mr Larry E. Ettah (Chairman) FRC No: FRC/2013/IODN/00000002692

The audited financial statements on pages 20 to 55 was approved by the board of directors on March 21, 2017 and

signed on its behalf by:

21


STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 DECEMBER 2016


Share capital

Revaluation

Surplus

Retained

earnings Total equity

N'000 N'000 N'000 N'000

At 1 January 2015 200,000 91,923 632,679 924,602

Loss for the year - - (232,985) (232,985)

At 31 December 2015 200,000 91,923 399,694 691,617

At 1 January 2016 200,000 91,923 399,695 691,618

Profit for the year - - 8,597 8,597

At 31 December 2016 200,000 91,923 408,292 700,214

The notes on pages 24 to 53 form an integral part of these financial statements.

22


STATEMENT OF CASH FLOWS



Dec-16 Dec-15

N'000 N'000

Cash flows from operating activities:

Cash generated from operations 17 97,935 328,026

Income tax paid 15 (1,861) (78,655)

Net cash generated from operating activities 96,074 249,371

Cash flows from investing activities:

Purchase of Property, Plant and Equipment 9 (40,303) (34,895)

Proceeds from sale of property, plant and equipment 7,601 19,562

Finance income 6 870 3,276

Net cash absorbed by investing activities (31,832) (12,057)

Cash flows from financing activities:

Repayments of borrowings 13 (86,254) (176,380)

Interest paid 6 (105,353) (124,540)

Net cash absorbed by financing activities (191,607) (300,920)

Net decrease in cash and cash equivalents (127,365) (63,606)

Cash and cash equivalents brought forward 161,444 225,050

Cash and cash equivalents 13 34,080 161,444

The notes on pages 24 to 53 form an integral part of these financial statements

23


NOTES TO THE FINANCIAL STATEMENTS


1.0 Corporate Information

2.0 Summary of significant accounting policies

2.1 Basis of preparation

2.1.1 Basis of Measurement

2.2

(a)

(b)

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2016 reporting

periods and have not been early adopted by the company. The company's assessment of the impact of these new standards and

interpretations is set out below.

Amendments to IAS 12 Income taxes

The amendments were issued to clarify the requirements for recognising deferred tax assets on unrealised losses. The

amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the

asset’s tax base. They also clarify certain other aspects of accounting for deferred tax assets.

The financial statements of Portland Paints and Products Nigeria Plc ("the Company") have been prepared in accordance with

International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC)

applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the International Accounting

Standards Board (IASB).

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 IFRS requires the use of certain critical accounting estimates. It also requires

management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree

of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2.3

The financial statements have been prepared on a historical cost basis modified by the revaluation of land and building at a fair value. The

Company’s financial statements are presented in naira, which is also the Company’s functional currency. Transactions in the foreign

currency are recognized in Naira at the official spot rate at the date of transaction.

Changes in accounting policy and disclosures

New and amended standards adopted by the Company

The company has applied the following standards and amendments for the first time for their annual reporting period commencing 1

January 2016:

● Clarification of acceptable methods of depreciation and amortisation - Amendments to IAS 16 and IAS 38.

The adoption of these amendments did not have any impact on the current period or any prior period and is not likely to affect future

period.

New standards, amendments and interpretations not yet adopted

The amendments clarify the existing guidance under IAS 12. They do not change the underlying principles for the

recognition of deferred tax assets. The standard is effective for annual periods beginning on or after 1 January 2017 and

earlier application is not permitted.

Portland Paints and Products Nigeria Plc (The Company) was incorporated as a Limited Liability Company on 3 September 1985 and

became a Public Company on 24 April 2008. The Company was listed on the floor of the Nigerian Stock Exchange on 9 July 2009.

The registered office is located at 105A, Adeniyi Jones Avenue, Ikeja, Lagos in Nigeria.

The principal activities of the Company are manufacturing and sale of paints and marketing of sanitary ware. The main products of the

Company are Sandtex high quality Decorative Industrial Paints and Hempel Marine Protective Coatings for Oil and Gas Sector.

24




IFRS 16 Leases

2.3

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the reported

amounts of revenues, expenses assets and liabilities. Uncertainty about these assumptions and estimates could result in outcomes that

require a material adjustment to the carrying amount of the asset or liability affected in future periods.

The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing

circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising

beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Material estimates in the financial statements include the following:

The amendment responds to requests from investors for information that helps them better understand changes in an

entity’s debt. The amendment will affect every entity preparing IFRS financial statements. However, the information

required should be readily available. Preparers should consider how best to present the additional information to explain the

changes in liabilities arising from financing activities. The standard is effective for annual periods beginning on or after 1

January 2017 and earlier application is not permitted.

Significant accounting judgements, estimates and assumptions

Amendments to IAS 7 Cash flow statements

In January 2016, the International Accounting Standards Board (IASB) issued an amendment to IAS 7 introducing an

additional disclosure that will enable users of financial statements to evaluate changes in liabilities arising from financing

activities.

IFRS 9 Financial instruments

IFRS 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities and

introduces new rules for hedge accounting.

In July 2014, the IASB made further changes to the classification and measurement rules and also introduced a new

impairment model. These latest amendments now complete the new financial instruments standard.

Following the changes approved by the IASB in July 2014, the Company no longer expects any impact from the new

classification, measurement and derecognition rules on the Company’s financial assets and financial liabilities.

The new requirements will not have any impact on the Company's financial assets.

The new hedging rules align hedge accounting more closely with the Company’s risk management practices. As a general

rule it will be easier to apply hedge accounting going forward as the standard introduces a more principles-based approach.

The new standard also introduces expanded disclosure requirements and changes in presentation.

The new impairment model is an expected credit loss (ECL) model which may result in the earlier recognition of credit

losses.

The Company currently does not have any hedging arrangements andhence would not be affected by the new rules.

IFRS 15: Revenue from contract with customers.

IFRS 15, ‘Revenue from contracts with customers’ deals with revenue recognition and establishes principles for reporting

useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash

flows arising from an entity’s contracts with customers. Revenue is recognised when a customer obtains control of a good or

service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS

18 ‘Revenue’ and IAS 11 ‘Construction contracts’ and related interpretations. The standard is effective for annual periods

beginning on or after 1 January 2018 and earlier application is not permitted. The Company is assessing the impact of IFRS

15.

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact

on the Company.

IFRS 16 was issued in January 2016. It will result in almost all leases being recognised on the balance sheet, as the

distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased

item) and a financial liability to pay rentals are recognised. The only exceptions are short term and low-value leases.

The accounting for lessors will not significantly change.

The standard is effective for annual periods beginning on or after 1 January 2019 and earlier application is not permitted.

The Company is assessing the impact of IFRS 16.

25




2.3.1

2.3.2

2.3.3

2.3.4

The allowance for doubtful accounts involves management judgment and review of individual receivable balances based on an individual

customer’s prior payment record, current economic trends and analysis of historical bad debts of a similar type. Additional information

on impaired receivables is included in note 13.

Useful life and residual value of property, plant and equipment and definite life intangible assets.

Accounts receivable

Impairment of non-financial assets.

The company reviews other non-financial assets for possible impairment if there are events or changes in circumstances that indicate that

the carrying values of the assets may not be recoverable, or at least at every reporting date, when there is any indication that the assets

might be impaired. If any such indication exists, the Company estimates the recoverable amount of the relevant assets.

The Company has a revaluation policy for items of land and building. Management assesses the carrying amount of these items at the end

of each reporting period to ensure that the carrying amount represents the best estimate of fair value. As at 31 December 2016 no

revaluation adjustments were deemed necessary due to the fact that the property is located in an area where fair value is not expected to

flunctuate significantly.

Revaluation of land and building

Property, plant and equipment and intangible assets with definite life are depreciated over their useful life. The Company estimates the

useful lives of PPE and intangible assets based on the period over which the assets are expected to be available for use. The estimation of

the useful lives of plant and machinery are based on technical evaluations carried out on the assets. Estimates could change if

expectations differ due to physical wear and tear and technical or commercial obsolescence.

It is possible however, that future results of operations could be materially affected by changes in the estimates brought about by changes

in factors mentioned above. The amounts and timing of expenses for any period would be affected by changes in these factors and

circumstances. A reduction in the estimated useful lives of the plant and machinery would increase expenses and decrease the value of

non-current assets.

26




2.3.5

2.4 Summary of significant accounting policies

2.4.1 Intangible Assets

Category Useful lives

Trade Mark Indefinite

Computer software 5 years

2.4.2

There were no contractual commitment as at 31 December, 2016.

Property Plant and Equipment

Land and Building are initially recognized at cost but subsequently recognized at fair value less cost to sell based on the valuations by the

independent valuers less accumulated depreciation and accumulated impairment loss for building.

All other property, plant and equipments are initially recognized at historical cost less accumulated depreciation and accumulated

impairment loss.

Cost comprises the cost of acquisition and costs directly related to the acquisition up until the time when the asset is available for use. In

the case of assets of own construction, cost comprises direct and indirect costs attributable to the construction work, including salaries

and wages, materials, components and work performed by subcontractors.

Replacement or major inspection costs are capitalised when incurred and if it is probable that future economic benefits associated with

the item will flow to the entity and the cost of the item can be measured reliably.

The depreciation base is determined as cost less any residual value. Depreciation is charged on a straight-line basis over the estimated

useful lives of the assets and begins when the assets are available for use.

The assets’ residual values, and useful lives and method of depreciation are reviewed and adjusted, if appropriate, at each financial year

end and adjusted prospectively, if appropriate.

Impairment reviews are performed when there are indicators that the carrying value may not be recoverable. Impairment losses are

recognised in the income statement as an expense.

On revaluation of property, plant and equipment, the surplus thereon is transferred to the revaluation surplus account in the statement of

changes in equity and recognized as other comprehensive income in the comprehensive income statement.

Impairment of intangible assets

Externally acquired intangible assets that have indefinite useful lives are initially recognized at cost and are subsequently tested for

impairment at each financial year end and stated at their recoverable amount. The impairment loss where the carrying amount is greater

than the recoverable amount is charged to the profit or loss or income statement.

Management is of the opinion that the trademark is adjudged to have an indefinite live as the ownership had been transferred to the

Company in perpetuity and the Company expects to generate cashflows from the use of the asset in perpetuity.

Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets with finite lives are amortised over the

useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The

amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each

reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the

asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.

The amortisation expense on tangible assets with finite lives is recognised in the income statement as the expense category that is

consistent with the function of the intangible assets. Gains or losses arising from derecognition of an intangible asset are measured as the

difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the income statement when the

asset is derecognised.

Intangible assets include purchased trade mark and computer software.

Trade mark is externally acquired with indefinite useful lives. It is recognized at cost and are subsequently tested for impairment at each

financial year end and stated at their recoverable amounts. The impairment loss, where the carrying amount is greater than the future

economic benefits, is charged to the income statement.

Purchased software with finite useful lives are recognised as assets if there is sufficient certainty that future economic benefits associated

with the item will flow to the entity. Amortisation is calculated using the straight-line method over 5 years.

Computer software primarily comprises external costs and other directly attributable costs.

27




2.4.3 Assets on lease

Category Useful lives

Long leasehold land Over the lease period

Freehold buildings 2%

Plant and machinery 10 years

10 years

Motor vehicles 2-5 years

Computer equipments 3 years

2.4.4 Earnings per share

2.4.5 Impairment of non-financial assets

2.4.6 Inventories

Basic earnings are determined by dividing the profit attributable to share holders by the weighted average number of shares on issue

during the year.

Property, plant and equipment and intangible assets are reviewed at each reporting date to determine whether there is any indication of

impairment. If any such indication exists, or in the case of indefinite life intangibles, then the asset’s (CGU’s) recoverable amount is

estimated. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately

identifiable cash-generating units (CGUs). The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use

(being the present value of the expected future cash flows of the relevant asset or CGUs). An impairment loss is recognised for the amount

by which the asset’s carrying amount exceeds its recoverable amount.

Portland Paints & Products Nigeria Plc evaluates impairment losses for potential reversals when events or circumstances may indicate

such consideration is appropriate. The increased carrying amount of an asset other than goodwill attributable to a reversal of an

impairment loss shall not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no

impairment loss been recognised for the asset in prior years.

Inventories are valued at the lower of cost and net realizable value. Costs incurred in bringing each product to its present location and

conditions are accounted for as follows:

• Raw materials:

Purchase cost on weighted average basis

• Goods-In-Transit, Work-in-progress and Finished goods:

Goods in transit are valued at invoice price together with other attributable charges.

Work-in-progress cost consist of direct materials and labour and a proportion of manufacturing overheads based on normal operating

capacity but excluding borrowing costs.

The cost of finished goods comprises suppliers’ invoice prices and, where appropriate, freight, printing costs and other charges incurred

to bring the materials to their location and condition.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated

costs necessary to make the sale.

Finance leases are recognized at amount equal to the fair value of the leased property or if lower the present value of the minimum lease

property, each determined at the inception of the lease.

Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge

is allocated to each period during the lease terms so as to produce a constant periodic rate of interest on the remaining balance of the

liability.

Furniture, fittings and equipment

An item of property and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use

or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the

carrying amount of the asset) is included in the income statement in the year the asset is derecognised.

28




2.4.7 Financial instruments

2.4.7.1 Financial Asset

Classification

Loans and receivables

Subsequent measurement

Derecognition of financial assets

Impairment of financial assets

Financial assets carried at amortised cost

A financial instrument is any contract that gives rise to a financial asset of one party and a financial liability or equity instrument of

another party.

The Company’s financial assets include cash, trade and other receivables, all of which are classified as loans and receivables. This

classification is based on the purpose for which the financial assets were acquired. Management determines the classiification of

finanancial assets at initial recognition.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest rate method.

A financial asset (or, when applicable, a part of a financial asset or part of a Company of similar financial assets) is derecognised when:

For financial assets carried at amortised cost, the Company first assesses individually whether objective evidence of impairment exists

individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If

the Company determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant

or not, it includes the asset in a Company of financial assets with similar credit risk characteristics and collectively assesses them for

impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are

not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss on assets carried at amortised cost has been incurred, the amount of the loss is

measured as the difference between the carrying amount of the asset and the present value of estimated future cash flows (excluding

future expected credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate.

The Company assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. A financial asset is

impaired and impairment losses are incurred only if, there is objective evidence of impairment as a result of one or more events that has

occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash

flows of the financial asset or the Company of financial assets that can be reliably estimated.

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty,

default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation

and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or

economic conditions that correlate with defaults.

When the Company has transferred its right to receive cash flows from an asset and has neither transferred nor retained substantially all

the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Company’s continuing

involvement in the asset.

a) The rights to receive cash flows from the asset have expired or

b) The Company retains the right to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full

without material delay to a third party under a ‘pass-through’ arrangement; and either:

c) The Company has transferred substantially all the risks and rewards of the asset or the Company has neither transferred nor retained

substantially all the risks and rewards of the asset, but has transferred control of the asset.

29




2.4.7.2 Financial liabilities

Classification

Subsequent measurement

Derecognition of financial liabilities

2.4.7.3 Offsetting financial instruments

2.4.8 Cash and cash equivalent

2.4.9 Taxes

• Current income tax

• Deferred tax

The Company's financial liabilities are recognised initially at fair value and subsequently, measured at amortised cost using the effective

interest rate method.

These includes borrowings and trade and other payables. They are classified as current liabilities except for those with maturities greater

than 12 months after the reporting period and these are classified as non-current liabilities.

Deferred tax is provided using the liability method in respect of temporary differences at the reporting date between the tax bases of

assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are recognised for all deductible

temporary differences, carry forward of unused tax credits.

No deferred tax is recognised when relating to temporary differences that arise from the initial recognition of an asset or liability in a

transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit

or loss.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that

sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred tax

assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will

allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the

liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax items are recognised in correlation to the underlying transaction either in profit or loss, other comprehensive income or

directly in equity.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing

financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are

substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new

liability, and the difference in the respective carrying amounts is recognised in the income statement.

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the

taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the

reporting date in Nigeria. Current income tax assets and liabilities also include adjustments for tax expected to be payable or recoverable

in respect of previous periods.

Current income tax relating to items recognised directly in equity or other comprehensive income is recognised in equity or other

comprehensive income and not in the income statement.

Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less

in the statement of financial position.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of any

outstanding bank overdraft.

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 recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the

liability simultaneously.

The financial liabilities are at amortised cost. The classification is based on the purpose for which the financial liabilities were incurred.

Management determines the classification of financial liabilities at initial recognition.

30




2.4.9 Taxes (continued)

• Sales tax

2.4.10

2.4.11 Provisions

2.4.12 Revenue recognition

Sale of goods

Rendering of services

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer,

usually on delivery of the goods. Where a buyer has a right of return, the Company defers recognition of revenue until the right to return

lapsed.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably

measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or

receivable, taking into account contractually defined terms of payment and excluding taxes or duty. The Company assesses its revenue

arrangements against specific criteria in order to determine if it is acting as principal or agent.

The Company has concluded that it is acting as a principal in all of its revenue transactions. The following specific recognition criteria

must also be met before revenue is recognised:

Government grants

Revenue from painting services is recognised as income from special project by reference to the stage of completion. Stage of completion

is measured by reference to labour hours incurred to date as a percentage of total estimated labour hours for each contract. When the

contract outcome cannot be measured reliably, revenue is recognised only to the extent that the expenses incurred are eligible to be

recovered.

Revenues, expenses and assets are recognised net of the amount of sales tax, except:

• Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the sales

tax is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable

• Receivables and payables are stated with the amount of sales tax included

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the

statement of financial position.

Grants for expenditure are netted against the relevant expenditures as and when these are recognized in profit and loss in the statement

of comprehensive income.

Where retention of a government grant is dependent on the Company satisfying certain criteria, it is recognized as deferred income.

When the criteria for retention have been satisfied, the deferred income balance is released to the statement of comprehensive income

(when related to expenses) or netted against the asset purchased (when specific to an asset).

When loans or similar assistance are provided by governments or related institutions with an interest rate below the current applicable

market rate, the effect of this favourable interest is regarded as a government grant.

Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, 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. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance

contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating

to any provision is presented in the income statement. If the effect of the time value of money is material, provisions are discounted using

a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the

provision due to the passage of time is recognised as a finance cost.

31




2.4.13 Interest income

2.4.14 Borrowing cost

2.4.15 Foreign currency

2.4.16

2.4.17 Employees' benefits

Segment reporting

The reportable segments are identified on the basis of Strategic Business Units (SBU) and the threshold of recognition is a contribution of

not less than 10% of the revenue, assets, profits or losses of all the operating segments. Where the board and management is of the

opinion that a strategic business unit is important to the growth initiative of the Company such SBU may be reported as a reportable

segment even though it is not meeting the threshold of a reportable segment. The Managing Director (CEO) is the Chief Operating

Decision Maker (CODM) of the Company whom the segment information is presented to.

Employees' benefits both legal and constructive which are long and short term in nature are adequately recognized in the income

statement.

The Company operates a defined contribution pension scheme in line with the Pension Reform Act 2014. The total contribution rate is

18%,where the employees contributes 8% and the Company contributes 10% of basic salary, housing and transport allowances. The

Company's contributions are accrued and charged to the income statement as and when the relevant service is provided by employees.

The Company has no further payment obligations once the contributions have been paid.

All financial instruments measured at amortised cost and interest income or expense is recorded using the effective interest rate (EIR),

which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial

instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is

included in finance income in the income statement.

Specific Borrowing costs on qualifying assets are capitalized from the date the actual costs on the qualifying asset are incurred. Where

such borrowed amount, or part thereof, is invested, the income earned is netted off the borrowing costs capitalised.

Where the entity does not specifically borrow funds to construct a qualifying asset, general borrowing costs are capitalized by applying

the weighted average cost of the borrowing cost proportionate to the expenditure on the asset.

The Company’s financial statements are presented in naira, which is also the Company’s functional currency. Transactions in the foreign

currency are recognized in Naira at the official spot rate at the date of transaction.

Monetary assets and liabilities denominated in a foreign currency are translated into Naira at the spot rate of exchange ruling at reporting

date. Differences arising on settlement or translation of monetary items are recognised in income statement.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange

rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the

exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary measured at fair

value is treated in line with the recognition of gain or loss on change in fair value in the item (i.e. the translation differences on items

whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

32


NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2016


3 Segment Information:

No other segment has been aggregated to form the above reportable operating segments.

(i) Income Decorative

Marine &

Industrial

Paints

Portland

Bathrooms Total

Dec-16 Dec-16 Dec-16 Dec-16N'000 N'000 N'000 N'000

Revenue:

Total Revenue 1,576,282 380,312 14,575 1,971,170

Total Revenue From External Customers 1,576,282 380,312 14,575 1,971,170

Company's revenue per statement of

comprehensive income 1,576,282 380,312 14,575 1,971,170

Segment gross profit 679,914 126,458 4,481 810,854

Operating Expenses 711,327

Depreciation 57,176

Amortisation 75,660

Finance Income (870)

Finance Expense 105,353

Other Income (145,294)

Sub-total 803,351

Company's Profit Before Tax 7,502

Decorative

Marine

Paints

Portland

Bathrooms Total

Dec-15 Dec-15 Dec-15 Dec-15N'000 N'000 N'000 N'000

Revenue:

Total Revenue 1,598,993 544,717 24,771 2,168,480

Total Revenue From External Customers 1,598,993 544,717 24,771 2,168,480

Company's Revenue per Statement of

Comprehensive Income 1,598,993 544,717 24,771 2,168,480

Segment Gross Profit 697,119 195,303 5,236 897,659

Operating Expenses 939,332

Depreciation 109,257

Amortisation 39,474

Finance Income (3,276)

Finance Expense 124,540

Other Income (53,300)

Sub-total 1,156,028

Company's Loss Before Tax (258,370)

For management purpose, the Company is organised into Strategic Business Units (SBU) based on products

categories and has three reportable segments as follows:

The Chief Operating Decision Maker (CODM) has been identified as the executive management. The Executive Management

monitors the operating results of each business units separately for the purpose of making decisions about resource allocation and

performance assessment. Segment performance is evaluated based on gross profit or loss and is measured consistently with gross

profit or loss in the combined financial statements. However, the segment liabilities are absorbed by the decorative segment.

- Portland Decorative Paints segment, which manufactures and market various ranges of decorative paints.

- Portland Marine Segment, which manufactures and markets various ranges of marine protective paints.

- Portland Bathroom segment, which markets and distributes ranges of sanitary ware products.

33




(ii) Assets & liabilities Decorative Marine Paints

Portland

Bathrooms Total

31 December

2016

31 December

2016

31 December

2016

31 December

2016N'000 N'000 N'000 N'000

Addition to non-current assets 40,303 40,303

Reportable Segment Assets 1,133,116 368,408 13,143 1,514,667

Factory Office Property 199,352 - - 199,352

Total Company assets 1,372,771 368,408 13,143 1,754,321

Reportable segment liabilities:

Loans and borrowings (Excluding leases and

overdrafts) 139,614 - - 139,614

Defined contribution pension scheme 4,191 - - 4,191

Financial liabilities 31,777 - - 31,777

Deferred tax laibilities 9,093 - - 9,093

Other unallocated and central liabilities 869,433 - - 869,433

Total Company liabilities 1,054,107 - - 1,054,107

Decorative Marine Paints

Portland

Bathrooms Total

31 December

2015

31 December

2015

31 December

2015

31 December

2015N'000 N'000 N'000 N'000

Addition to non-current assets 34,895 34,895

Reportable segment assets 1,251,887 379,856 19,479 1,651,222

Factory office property 213,164 - - 213,164

Total Company assets 1,499,946 379,856 19,479 1,899,281

Reportable segment liabilities:

Loans and borrowings (Excluding leases and

overdrafts) 225,868 - - 225,868

Defined contribution pension scheme 7,395 - - 7,395

Financial liabilities 56,756 - - 56,756

Deferred tax laibilities 19,106 - - 19,106

Other unallocated and central liabilities 898,540 - - 898,540

Total Company liabilities 1,207,665 - - 1,207,665

Items of Property, Plant and Equipment are directly allocated to the SBU enjoying the economic benefits of the assets.

Production activities in the factory is mainly production of decorative paints. Hence the relevant costs are absorbed by

Decorative Business Unit. This accounts for the depreciation on Factory building wholly absorbed by Decorative Business Unit.

Other Income is generated from the application of paints in addition to the sales and marketing of paint products.

The amounts provided to the Chief Operating Decision Maker (CODM) with respect to total assets are measured in a manner

consistent with that of the financial statements. These assets are allocated based on the operations of the segments and the

physical location of the assets.

The operating segments did not transact with each other and as such there are no transfer prices between operating segments.

Production activities in the factory are mainly production of decorative paints. Hence the relevant costs are absorbed by

decorative business unit. This accounts for the the depreciation on factory building wholly absorbed by decorative business unit.

Other income is generated from the application of paints in addition to the sales and marketing of paints products.

The amounts provided to the Chief Operating Decision Maker (CODM) with respect to total assets are measured in a manner

consistent with that of the financial statements. These assets are allocated based on the operations of the sements and the

physical allocation of the assets.

34





Dec-16 Dec-15

N'000 N'000

4 Other operating income:

Government grants 24,515 24,516

Profit on sale of fixed assets 6,182 3,092

Sale of scrap 651 1,827

Discount Received 1,158 1,727

Insurance claim received 2,384 535

Income from executed projects 25,503 2,024

Exchange gain 51,810 -

Franchisee Fee 27,411 15,949

Toll Manufacturing 381 229

Sundry Income 3,531 2,305

Container Deposit Refund 1,768 1,095

Total 145,294 53,300

5a Expense by function

Cost of sales 1,160,316 1,270,822

Selling & distribution expenses 365,114 414,557

Adminstrative expenses 479,050 673,506

2,004,479 2,358,885

5b Expenses by nature

Change in inventories of finished goods and work in progress 1,160,316 1,270,822

Amortization of intangible assets 75,662 39,474

Depreciation on property, plant and equipment 54,308 109,258

Staff costs 247,386 284,830

Sales commissions, rebates and discounts 127,120 131,755

Distribution costs 46,598 142,133

Repairs and maintenance 45,723 29,608

Advert and promotional expenses 40,504 31,510

Management fee 22,859 21,685

Auditors' fees 10,800 10,735

Bad debt provision 28,935 111,664

Information technology 40,593 49,570

Rent & rates 22,837 8,635

Legal & Professional Fees 24,893 43,451

Travelling expenses 40,217 42,814

Exchange loss - 4,695

Other expenses 15,730 26,246

2,004,479 2,358,885

35





6 Finance income:

Interest received on bank deposits 870 3,276

Total 870 3,276

Finance costs:

Interest on debts and borrowings 105,353 124,540

Total 105,353 124,540

7 Taxation

(i) Current tax on profits for the year:

Company income tax 7,860 8,209

Education tax 1,061 852

8,921 9,061

Deferred tax (10,015) (55,172)

Additional tax liability - back duty - 20,727

Total current tax (1,094) (25,384)

(ii) Reconciliation of tax charge:

Profit / (Loss) before tax 7,502 (258,369)

Tax at Nigerian's statutory income tax rates (Minimum Tax) 2,251 (77,511)

Disallowable expenses 46,082 100,878

Disallowable income (32,415) (10,586)

Balancing charge 2,554 3,949

Tax effect of capital allowance (10,612) (8,520)

Education tax @2% of assessable profit 1,061 852

Total tax charge for the year 8,921 9,061

8 Earnings/(loss) per share

Net profit/(loss) attributable to ordinary equity holders (N'000) 8,597 (232,985)

Weighted average number of ordinary shares for basic earnings per

share ('000) 400,000 400,000

Basic earnings/(loss) per share (in kobo) 2 (58)

Basic earnings/(loss) per share amounts are calculated by dividing net profit/(loss) for the year

attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares

outstanding during the year.

The following reflects the income and share data used on the basic earnings/(loss) per share

computations:

36





Land

Factory

building

Plant and

machinery

Furniture

and fittings

Computer

Equipments

Motor

vehicles

Work-in-

progress Total

9

Property, plant and

equipment N'000 N'000 N'000 N'000 N'000 N'000 N'000 N'000

Cost

At 1 January 2015 40,000 165,912 405,054 201,032 26,841 227,007 13,999 1,079,845

Additions - 7,252 5,955 22,582 - 2,471 (3,365) 34,895

Disposal - - (15,849) (82,835) - (31,869) - (130,553)

31 December 2015 40,000 173,164 395,160 140,779 26,841 197,609 10,634 984,187

At 1 January 2016 40,000 173,164 395,160 140,779 26,841 197,609 10,634 984,187

Additions - - 10,704 803 - 28,396 400 40,303

Transfers - - 10,484 150 - - (10,634) -

Disposal - - (6,920) (1,973) - (26,290) - (35,183)

31 December 2016 40,000 173,164 409,428 139,759 26,841 199,716 400 989,306

Depreciation

At 1 January 2015 - 6,663 212,767 129,609 22,957 160,809 - 532,805

Additions - 3,587 32,634 40,062 - 32,975 - 109,257

Disposal - - (15,848) (72,021) - (26,209) - (114,078)

At 31 December 2015 - 10,251 229,553 97,650 22,957 167,575 - 527,985

At 1 January 2016 - 10,251 229,553 97,650 22,957 167,575 - 527,985

Additions - 3,561 31,029 13,954 - 8,631 - 57,176

Disposal (6,518) (2,283) - (25,135) (33,936)

31 December 2016 - 13,812 254,064 109,321 22,957 151,071 - 551,225

Net book Value as at:

31 December 2016 40,000 159,352 155,363 30,437 3,884 48,645 400 438,082

At 31 December 2015 40,000 162,914 165,607 43,129 3,884 30,034 10,634 456,202

Fair Value of land and building:

The company land and buildings were fair valued as at 31st December 2012 by Ubosi Eleh & Co. (Estate Valuer), an accredited independent

professional valuer who holds relevant professional qualifications and have recent experience in the location and categories of the properties

valued. The fair value measurement is based on its "highest and best use" and its represents the price that would be received to sell the

property in an orderly transaction between market participants as at 31 December 2012. Fair value is determined by reference to market-based

evidence, based on active market prices, adjusted for any difference in the nature, location or condition of the specific property and falls within

Level II fair value hierarchy which are inputs other than quoted market prices included within Level I that are observable for the asset or liability,

either directly or indirectly. Management is of the opinion that the value represents the value as at 31 December 2016 as the property is situated

in Ewekoro village where prices are not expected to fluctuate significantly year on year. Other items of PPE were carried at cost, duly reviewed for

impairment as at 31 December 2016, no impairment provision is deemed necessary.

Depreciation amounting to N57million (2015-N109million) charged to income statement, N29million (2015-N33million) charged to cost of sales,

N10milion (2015- N57million) to administrative expenses and N15million (2015-N19million) to selling and distribution expenses.

37





Trade Mark

Computer

Software Total

10 Intangible assets N'000 N'000 N'000

Cost

At 1 January 2015 49,025 197,368 246,392

At 31 December 2015 49,025 197,368 246,392

At 1 January 2016 49,025 197,368 246,392

31 December 2016 49,025 197,368 246,392

Amortization:

At 1 January 2015 - 82,233 82,233

Charge for the year - 39,474 39,474

At 31 December 2015 - 121,707 121,707

At 1 January 2016 - 121,707 121,707

Charge for the year - 75,661 75,660

31 December 2016 - 197,367 197,366

Net book values at:

31 December 2016 49,025 - 49,025

At 31 December 2015 49,025 75,661 124,685

The Company's intangible asset represents the N49m trade mark purchased from Blue Circle Industries Plc

adjudged to have an indefinite life. N197m relates to investment on licence and technical agreement on

oracle ERP applications. The oracle ERP application was acquired in 2012 to be amortised to income

statement over a period of five years, the trade mark is carried at cost to be tested annually for impairment.

In view of this development the carrying value of the oracle ERP in the sum of N76million

(2015:N39million) has been and charged to income statement under administrative expenses.

Following challenges with oracle ERP utilization dating back to implementation phase, management

decided to discontinue the use of Oracle ERP effective 31 December 2016. The business is migrating to SAP

ERP

The trade mark was reviewed for impairment as at 31 December 2016 and at present no impairment is

deemed required and there are no contractual commitment that may have impact on the carry value of the

trade mark.

38





31 December

2016

31 December

2015

N'000 N'000

11 Inventories:

Raw materials 141,367 96,179

Packaging materials 20,507 22,389

Work in progress 1,539 6,940

Goods In transist - 3,294

Finished goods 621,698 504,369

Spare parts 13,356 15,888

Diesel 9,031 3,180

Stock impairment (90,069) (35,952)

Total 717,429 616,287

The amount of write-down on inventories to net realizable value recognised as an expense is

N54m (2015: N36m). This represents impairment for slow moving, obsolete and damaged

inventories. All inventory with the exception of finished goods are stated at cost. Finished goods

are stated at lower of cost or net realisable values.

Year end stock count was conducted across all Company's stock holding locations. The quantity

counted was valued using weighted average costing model as per the Company's policy and

agreed as stated herein.

The value of finished goods include N413m (Dec 2015: N340m) imported merchandizing

products.

39





31

December

2016

31

December

2015

12 Trade and other receivables N'000 N'000

(i) Trade receivables 535,173 560,140

Less: Provision for impairment of trade receivables - (Note 12iii) (171,765) (188,444)

Net trade receivables 363,408 371,697

Other receivables 37,672 62,322

Less: Provision for impairment of other receivables (20,745) (16,397)

Net other receivables 16,927 45,924

Receivables from related parties 3,168 701

Withholding tax receivable 40,526 16,968

VAT receivable 39,139 32,411

Total trade and other receivables 463,168 467,701

(ii) Prepayments

Prepayments - Current 39,136 62,174

Prepayments - Non Current portion 13,402 10,789

Total prepayments 52,538 72,963

The fair values of trade and other receivables classified as loans and

receivables are as follows:31

December

2016

31

December

2015

N'000 N'000

Trade receivables 363,408 371,697

Receivables from related parties (Note 18d) 3,168 701

Withholding tax receivable 40,526 16,968

VAT receivable 39,139 32,411

Other receivables 16,927 45,924

Total 463,168 467,701

31

December

2016

31

December

2015

(iii) Allowance for impairment of trade receivables: N'000 N'000

As at January 1 2016 188,444 93,177

Additional allowance for receivable impairment 28,684 95,267

217,128 188,444

Bad debts written off (45,363) -

As at 31 December 2016 171,765 188,444

Trade receivables are non-interest bearing and are generally on terms of 30-90 days. Trade and other

receivables as at 31 December 2016 were reviewed for impairment.

The balance on prepayment represent rent,medical and insurance paid in advance which will be charged

against earnings in periods it relates to.

40





13 Interest bearing loans and borrowings:

31

December

2016

31 December

2015

N'000 N'000

(i) Non-current borrowings:

Bank loans:

Long term liabilities - Note 13(iii) 43,492 101,571

Total non current borrowings 43,492 101,571

(ii) Current borrowings:

Overdrafts due within one year - -

Bank loans:

Long term liabilities due within one year 96,122 124,297

Total current borrowings 96,122 124,297

Total loans and borrowings 139,614 225,868

(iii) Long term borrowings

Non current liabilities

Lender

Total

Facility

31 December

2016

31

December

2015

Bank of Industry (BOI) Intervention funds Through Ecobank

Nigeria Plc N300m 39,364 73,852

Bank of Industry (BOI) Intervention Funds Through FCMB

Nigeria Plc N255m 100,250 152,016

Total long term facility 139,614 225,868

Current portion of term-loans (96,122) (124,297)

Due after one year 43,492 101,571

- Debenture on fixed and floating assets of Portland Paints & Products Nigeria Plc, valued

at N1.1 billion as at December 2011, by Ubosi Eleh & Co. estate surveyors

- Execution of trust receipts by the borrower.

- Ownership of assets financed

- Promissory note of the Company for principal and interest

- Sales collection agreement

The movement in Loan and Borrowings represent principal repayment as at 31 December,2016.

Repayment

Terms Carrying Value -

28 equal

quarterly

installments

from date of

Carrying Value -

60 equal

monthly

installments

with 12 months

moratorium

The secured loan is a Central Bank of Nigeria (CBN) intervention fund through Bank of Industry (BOI). The applicable interest

rate is 6% per annum subject to review by the BOI from time to time in line with the prevailing market conditions. The loan is

repayable in instalments at various dates between January 2011 to 2018. After bifurcation of the government grant, in the

form of a low interest rate loan, the loan bears an effective current interest rate of 22%. N47million (2015:N59million) interest

on BOI facility was charged to income statement for the period ended 31 December, 2016.

The BOI loans, were secured with the following:

41





(iv) Government grants:

31 December

2016

31

December

2015

N'000 N'000

As at 1 January 56,755 81,271

Total Government Grant for the year 56,755 81,271

Released to the income statement (24,516) (24,516)

32,246 56,755

Current 24,516 24,516

Non current 7,730 32,240

At 31 December 2016 32,246 56,756

(v) Cash & Cash Equivalent:

31 December

2016

31

December

2015

N'000 N'000

Cash in hand and bank 34,080 115,124

Short Term / Fixed deposit - 46,320

Cash & cash equivalent 34,080 161,444

For the purpose of the statement of cash flow, cash and cash equivalents comprise the following as at 31 December 2016:

Cash at bank earns interest at floating rates based on daily bank deposit rates. Short term deposits are made for varying

periods of between one month and three months depending on the immediate cash requirements of the Company, and

earn interest at the respective short-term deposit rates.

Having satisfied all conditions attached to N36.6 million fixed deposit with Skye Bank used as collateral/guarantee on

behalf of former associate (Portland Contruction Limited), the Company had accessed and realised completely the fixed

deposit plus accrued interest. Consequently as at 31st December 2016, the available deposit is Nil (Dec 2015: N36.6

million).

Government grants relates to loan granted by Agency of Nigeria Government (Central Bank of Nigeria) with 6% interest

rate which was below the current applicable market rate, the effect of this favourable interest is regarded as a government

grant. There are no unfulfilled conditions or contigencies attached to these grants.

42





14 Trade and other payables

31 December

2016

31 December

2015

N'000 N'000

Trade payables 210,137 157,031

Other payables 9,577 15,594

Withholding tax payable 5,127 8,467

Customer Deposits 12,846 60,056

Accruals 93,753 97,140

Total financial liabilities, excluding loans and borrowings,

classified as financial liabilities measured at amortised cost 331,440 338,288

Intercompany payable (Note 18c) 493,905 526,897

Dividends payable 20,009 20,009

Total trade and other payables 845,354 885,194

15 Corporate tax liability31 December

2016

31 December

2015

N'000 N'000

Balance at beginning of the year

Company Income Tax 19,889 63,879

Education Tax 852 5,729

20,741 69,608

Current tax expense

Company Income Tax 7,860 8,209

Education Tax 1,061 852

Additional tax liability - back duty - 20,727

29,662 99,396

Payment during the year (See payment details below) (1,861) (78,655)

Income tax payable as at 31 December 2016 27,800 20,741

The analysis of tax payment during the year is as follows:

Cash payment 1,630 54,945

Withholding tax credit 231 23,710

1,861 78,655

The analysis of deferred tax liabilities is as follows:31 December

2016

31 December

2015

N'000 N'000

Deferred tax liabilities/(assets)

- Deferred tax liability to be settled after more than 12 months 9,093 82,436

- Deferred tax assets to be settled within 12 months - (63,328)

Deferred tax liabilities/(assets) 9,093 19,108

Deferred taxes are calculated on all temporary differences using the liability method and an effective tax rate 30% (2015:30%).

Trade payables are non-interest bearing and normally settled on 30 day term

Other payables and accruals are non-interest bearing and have an average term of 90 days.

Terms and conditions of the above financial and non-financial liabilities.

Included in intercompany payable are working capital facilities of N350million (2015: N350million) from the UAC Nigeria and N50million

(2015:N100million) from UAC Food Limited.

The working capital facilities are at an interest rate between 13.5% to 15.5% (2015: 13.5%-14.5%) payable on demand but with no fixed

repaymenrt terms.

43





15 Corporate tax liability (continued)

31 December

2016

31 December

2015

N'000 N'000

At 1 January 19,108 74,280

(Credit) to profit or loss (10,015) (55,172)

9,093 19,108

Provisions

Property,

Plant &

Equipment

Unrealised

Exchange

(Gain)/Loss Total

N'000 N'000 N'000 N'000

Deferred tax liabilities/(assets)

As at 1 January 2015 (33,838) 106,830 1,288 74,280

(Credited)/charge to profit or loss (38,400) (24,394) 7,622 (55,172)

As at 31 December 2015 (72,238) 82,436 8,910 19,108

As at 1 January 2016 (72,238) 82,436 8,910 19,108

(Credited)/charge to profit or loss (7,324) (7,698) 5,007 (10,015)

As at 31 December 2016 (79,562) 74,738 13,917 9,093

16 Share capital

(i)

31 December

2016

31 December

2016

31 December

2015

31 December

2015

Number N'000 Number N'000

Ordinary shares of 50 kobo each 1,000,000,000 500,000 400,000,000 200,000

Total 1,000,000,000 500,000 400,000,000 200,000

Issued and

Fully Paid

Issued and

Fully Paid

Issued and

Fully Paid

Issued and

Fully Paid

31 December

2016

31 December

2016

31 December

2015

31 December

2015

Number N'000 Number N'000

Ordinary shares of 50kobo each at the

beginning of the year 400,000,000 200,000 400,000,000 200,000

At end of the year 400,000,000 200,000 400,000,000 200,000

(ii) Nature and purpose of reserves:31 December

2016

31 December

2015

Other capital reserve (Revaluation Reserve) N'000 N'000

At 1 January 2016 91,923 91,923

Revaluation during the year - -

As at 31 December 2016 91,923 91,923

Asset revaluation reserve:

The movement in deferred tax liabilities during the year without taking into consideration the offsetting of balances within the

same tax jurisdcition is as follows:

Authorised Authorised

The asset revaluation reserve is used to record increases in the fair value of property, plant and equipment and decreases to the

extent that such decrease relates to an increase on the same asset previously recognised in equity. The revaluation was last

carried out on land and building in 2012 by Ubosi Eleh & Co., a professional firm of Chartered Surveyors on an open market

basis.

44





Dec-16 Dec-15

N'000 N'000

17 Reconciliation of net profit to net cash

provided by operating activities

Profit /(loss) before tax 7,502 (258,369)

Adjustments to reconcile net income to net cash provided by

operating activities:

Interest payable 105,353 124,540

Finance income (870) (3,276)

Depreciation charges 57,176 109,258

Amortization of government grant (24,517) (24,516)

Additional interest based on amortized cost - 2,462

Profit on disposal of fixed assets (6,182) (3,092)

Amortisation of intangible assets 75,661 39,474

206,621 244,850

Changes in assets and liabilities:

Decrease in Trade debtors and prepayments 24,793 44,105

(Increase)/decrease in inventories (101,142) 140,254

(Decrease)/increase in trade creditors & accruals (39,840) 157,186

(116,188) 341,545

Net cash provided by operating activities 97,935 328,026

45





18 Related party transactions

The following transactions were carried out with related parties:

31 December

2016

31

December

2015

N'000 N'000

(a) Sales of goods and services Relationship

UACN Property Dev. Company Plc Sister Company 3,845 6,594

UAC Foods Ltd (UFL) Sister Company 1,451 863

MDS Logistics Ltd. Sister Company - 701

5,296 8,158

(b) Purchases of goods and services

UAC of Nigeria Plc: Service fee Principal Shareholder 22,859 21,685 UAC of Nigeria Plc: Interest on Working Capital Finance

Facility Principal Shareholder 47,399 48,577

MDS Logistics Ltd. Sister Company 7,428 4,524

UAC Foods Ltd Sister Company 13,160 9,740

90,846 84,526

(c) Other transactions with related parties

31 December

2016

31

December

2015

N'000 N'000

UAC of Nigeria Plc: Working Capital Finance Loan 350,000 50,000

UAC Foods Ltd: Working Capital Finance Loan 50,000 100,000

400,000 150,000

(d) Intercompany payable:

UAC of Nigeria Plc Principal Shareholder 440,737 426,616

UAC Foods Ltd (UFL): Working Capital Finance Facility Sister Company 53,167 100,281

493,905 526,897

e) Intercompany receivable:

MDS Logistics Limited Sister Company 3,168 701

3,168 701

The parent, ultimate parent and controlling party of the company is UAC of Nigeria Plc incorporated in Nigeria. There are

other companies that are related to Portland Paints & Products Nigeria Plc through common share holdings and

directorship.

All trading balances will be settled in cash.

There were no provisions for doubtful related party receivables as at 31 December 2016, (N2015:Nil) and no charges to the

income statement in respect of related party receivables.

All related party transactions were carried out on commercial terms and conditions (See also disclosures in Note 14).

46




Dec-16 Dec-15

N'000 N'000

19 Compensation to key management personnel:

Short-term employee benefits 10,956 12,479

Long-term employee benefits 1,096 954

12,052 13,433

Dec-16 Dec-15

N'000 N'000The emoluments of the highest paid Director 12,052 3,387

Emolument of Non-executive Directors:

Fee 1,275 1,300

Sitting Allowance 915 1,100

2,190 2,400

Directors' mix Dec-16 Dec-15

Number Number

Executive Directors 1 1

Non-executive Directors 5 46 5

20 Staff Numbers:

Dec-16 Dec-15

Number Number

Production 39 28

Sales, marketing and depot 39 54

Administration 37 30115 112

The number of employees in respect of emoluments within the following ranges was:

Dec-16 Dec-15

Number Number

N10,000 - N500,000 - -

N500,001 - N1,000,000 57 56

Above N1,000,001 58 56115 112

The amounts disclosed above are the amounts recognised as an expense during the reporting period related to key

management personnel (The Directors). The Executive Directors are paid salaries and a housing allowance,

transportation is also provided for them. While the Non-executive Directors are only entitled to Directors Fees and

sitting allowance. As at 31 December 2016, an amount of N2.2 million (2015: N2.4 million) was paid to Non-

executive Directors as Directors Fees and sitting allowance. Executive Directors are entitled to a defined contribution

plan (pension) in accordance with Pension Reform Act 2004. But Non-executive Directors are not entitled to any

form of pension or post employment benefits.

The average number of persons employed by the Company during the year, including Directors, is as follows:

47




21 Financial risk management

21.1 Credit risk

The concentration of Company credit risk is as follows:

Item

Total gross

amount Fully performing

Past due but

not impaired Impaired

Trade receivables 535,173 257,705 105,703 171,765

Receivables from related companies 3,168 3,168 - -

Other receivables 117,255 96,510 - 20,745

Advances to staff 82 82 - -

Cash and cash equivalent 34,080 34,080 - - 689,758 391,545 105,703 192,510

Item

Total gross

amount Fully performing

Past due but

not impaired Impaired

Trade receivables 560,140 179,112 192,584 188,444

Receivables from related companies 701 701 - -

Other receivables 111,389 94,992 - 16,397

Advances to staff 311 311 - -

Cash and cash equivalent 161,444 161,444 - - 833,986 436,560 192,584 204,841

Age analysis of past due but not impared receivables

Dec-16 Dec-15

72,239 46,643 33,464 145,941 105,703 192,584

Dec-15

91 - 180 days

Portland Paints & Products Nigeria Plc’s principal financial assets comprise trade and other receivables, cash and short

term deposits that arise directly from its operations. The Company’s principal financial liabilities comprise of interest

bearing loans and borrowing and trade and other payables. The main purpose of these financial liabilities is to finance

and to provide guarantee to support the Company’s operations.

Portland Paints & Products Nigeria Plc is exposed to credit risk, liquidity risk and market risk. The company’s board has

overall responsibility to oversee the management of these risks. The company’s board of director’s is supported by a risk

management and governance committee that is responsible for developing the Company’s Corporate Governance

policies and practices and to consider the nature, extent and category of risks facing the Company.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the

Company’s competitiveness and flexibility.

The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below:

This is the risk of financial loss to the Company if a customer or counterparty to financial instrument fails to meet its

Contractual obligations. The Company is mainly exposed to credit risk from credit sales. It is Company policy,

implemented locally, to assess the credit risk of new customers before entering contracts.

Dec-16

181 - 360 days

48




(a) Trade receivables

Counterparties with external credit ratings:

Dec-16 Dec-15

189,744 168,291

187,667 178,061

157,762 213,788 535,173 560,140

The Company defines the rating as follows:

Group 1 – These are balances with Blue Chip, Listed and other large entities with a low chance of default.

Group 2 - These are balances with small – medium sized entities with no history of defaults.

Group 3 – These are balances with small – medium sized entities with history of defaults or late payments.

(b) Cash and short term deposit

Counterparties without external credit ratings:

Dec-16 Dec-15

14,303 25,546

9,352 298

7,721 21,329

- 12,653

148 47,927

227 8,147

1,960 44,970

369 574

34,080 161,444

Credit quality of the customer is assessed based on an extensive credit rating scorecard and individual credit limits are

defined in accordance with this assessment. Outstanding customer receivables are regularly monitored by the credit

committee comprising of sales, finance and internal audit and the Company intends to explore issuing of issurance

certificates to major distributors and customers.

The entity has adopted a policy of only dealing with credit worthy counter-parties and a credit committee is instituted

which comprises of sale, finance and internal audit department to review the outstanding balances on customers’

account. Insurance certificate is required before credit is granted to key distributors. Trade receivables consist of a large

number of customers, spread across diverse industries and geographical areas. On-going credit evaluation is performed

on the financial conditions of account receivable and where appropriate, credit guarantee insurance cover is purchased.

Apart from Satkay Nig. Ltd. and Chevron Nig. Ltd. the largest customers of the entity with an outstanding balance of

N86 million and N147 million respectively, the entity does not have significant credit risk exposure to any single

counterparts or any group of counterparties having similar characteristic. Concentration of credit risk to any other

counterparty did not exceed 5% of gross monetary assets at any time during the year.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-rating assigned by

international credit-rating agencies.

Trade receivables

Group 1

Group 2

Group 3

Total

Credit risk from balances with banks and financial institutions is managed by the Portland Paints’ treasury department

in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and

within credit limits assigned to each counter party.

Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated

throughout the year subject to approval of the Managing Director. The limits are set to minimise the concentration of

risks and therefore mitigate financial loss through potential counterparty’s failure. Portland Paints’ maximum exposure

to credit risk for the components of the statement of financial position at 31 December 2016 and 2015 is the carrying

amounts.

Cash and short term deposits

Aaa

Aa-

A+

A

Bbb+

Bbb-

B-B

Unrated

Total

49




21.2 Liquidity risk

31-Dec-16

Less than 3

months

Between 3

months and 1

year

Between 1

and 5 years Over 5 years

Borrowings - 96,122 43,492 -

Trade and other payables 827,381 - - -

Total 827,381 96,122 43,492 -

31-Dec-15

Borrowings - 124,297 101,571 -

Trade and other payables 816,671 - - -

Total 816,671 124,297 101,571 -

'Aaa' A financial institution of impeccable financial condition and overwhelming capacity to meet obligations as and

when they fall due. Adverse changes in the environment (macro-economic, political and regulatory) are unlikely to lead

to a deterioration in financial condition or an impairment of the ability to meet its obligations as and when they fall due.

'Aa' A financial institution of very good financial condition and strong capacity to meet its obligations as and when they

fall due. Adverse changes in the environment (macro-economic, political and regulatory) will result in a slight increase

the risk attributable to an exposure to this financial institution. However, financial condition and ability to meet

obligations as and when they fall due should remain strong.

'A' A financial institution of good financial condition and strong capacity to meet its obligations. Adverse changes in the

environment (macro-economic, political and regulatory) will result in a medium increase in the risk attributable to an

exposure to this financial institution. However, financial condition and ability to meet obligations as and when they fall

due should remain largely unchanged.

'Bbb' A financial institution of satisfactory financial condition and adequate capacity to meet its obligations as and

when they fall due. It may have one major weakness which, if addressed, should not impair its ability to meet obligations

as and when due. Adverse changes in the environment (macro-economic, political and regulatory) will result in a

medium increase in the risk attributable to an exposure to this financial institution.

'Bb' Financial condition is satisfactory and ability to meet obligations as and when they fall due exists. May have one or

more major weaknesses. Adverse changes in the environment (macro-economic, political and regulatory) will increase

risk significantly.

'B' Financial condition is weak but obligations are still being met as and when they fall due. Has more than one major

weakness and may require external support.

The modifiers "+" or "-" may be appended to a rating to denote comparative position within the rating categories.

This is based on Augusto & Co Ltd risk ratings.

This is the risk arising from the Company’s management of working capital and the finance charges and principal

repayments on its debt instruments. It is the risk that the Company will encounter difficulty in meeting its financial

obligations as they fall due.

The Company policy is to ensure that it will always have sufficient cash to allow it meet its liabilities when they become

due. Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an

appropriate liquidity risk management framework for the management of the entity’s short, medium and long-term

funding and liquidity requirement. The entity manages liquidity risk through the use of bank overdrafts, bank loans, and

finance leases. The company has agreement with our bankers to provide overdraft facilities for short term funds

requirement and long-term borrowing facilities, by continuously monitoring forecast and actual cash flow and matching

the maturity profile of financial assets and liabilities.

The balances below are undiscounted amounts and are based on contractual cashflows.

Other payables excludes withholding tax payable and customer deposits (see note 14) as these are non financial

instrument

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21.3 Market risk

21.4 Interest rate risk

Concentration of Interest Risks is as follows:

Weighted

average interest

rate (%)

Interest

bearing

balance

Non interest

bearing

%

Fixed rate

N'000 N'000

Financial assets:

Trade and other receivables - 463,168

Cash and bank balances - 34,080

Total - 497,248

Financial liabilities:

Borrowings 16 139,614 -

Trade and other payables - 827,381

Total 139,614 827,381

Weighted

average interest

rate (%)

Interest

bearing

balance

Non interest

bearing

%

Fixed rate

N'000 N'000

Financial assets:

Trade and other receivables - 467,701

Cash and bank balances - 161,444

Short term deposits 10 46,320 -

Total 46,320 629,145


Borrowings 16 225,868 -

Trade and other payables - 816,671

Total 225,868 816,671

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes

in market prices. The activities of the entity are exposed primary to the following market risks; interest rate risk, foreign

currency risk and commodity price risk.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of

changes in market interest rates. The company’s exposure to the risk of changes in market interest rates relates

primarily to the company’s short-term debt obligations with floating interest rates.

The company interest rate risk arises from short term deposits and borrowings held at fixed rates. The company’s policy

is to keep all of its borrowings at fixed rates of interest and has been achieved by converting the short term funds to long

term fund through the BOI which has fixed and single digit effective interest rate and more flexibility in repayments. The

Company does not carry any borrowings at fair value and as such is not exposed to fair value risk.

Dec-16

Dec-15

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21.5 Foreign currency risk

Naira USD GBP Total

N'000 N'000 N'000 N'000

Financial assets:

Trade and other receivables 316,500 146,668 - 463,168

Cash and short term deposits 33,800 225 56 34,080

Total 350,299 146,893 56 497,248


Long term borrowings 43,492 - - 43,492

Current portion of long term borrowing 96,122 - - 96,122

Trade and other payables 285,815 65,634 - 351,449

Inter-company payables 493,905 - - 493,905 919,334 65,634 - 984,968

Naira USD GBP Total

N'000 N'000 N'000 N'000

Financial assets:

Trade and other receivables 371,361 96,340 - 467,701

Cash and short term deposits 118,324 43,120 - 161,444

Total 489,685 139,460 - 629,145


Long term borrowings 101,571 - - 101,571

Current portion of long term borrowing 124,297 - - 124,297

Trade and other payables 340,699 16,006 1,592 358,297

Inter-company payables 526,897 - - 526,897

Total 1,093,465 16,006 1,592 1,111,063

22 Capital management

Dec-16 Dec-15

539,614 675,868

700,214 691,617 1,239,828 1,367,485

44% 49%

Management considers capital to consist only of equity as disclosed in the statement of financial position. The primary

objective of the Portland Paints capital management is to ensure that it maintains a healthy capital ratio that support its

business and maximize shareholder value. The company manages its capital structure and makes adjustments to it in

light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the

dividend payment to shareholders or issue new shares.

Total capital

Gearing ratio

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of

changes in foreign exchange rates. The company’s exposure to the risk of changes in foreign exchange rates relates

primarily to the Company’s operating activities (when revenue or expense is denominated in a different currency from

the Company’s functional currency). In preparing the financial statement of the entity, transactions in currencies other

than the entity’s functional currency [foreign currencies] are recognized at the rates of exchanges prevailing at the date

of the transactions. The company is not managing its foreign currency risk by hedging because the entity’s dealing in

foreign currencies is minimal and will not have material effect on the financial statements of Portland Paints & Products

Nigeria Plc.

Dec-16

Dec-15

No changes were made in the objectives, policies or processes for managing capital during the year ended 31 December

2016. In order to ensure an appropriate return for shareholder’s capital invested in the company, management

thoroughly evaluates all material projects and potential acquisitions before approval. The company is not subject to any

capital restriction requirements.

The company monitors capital using a gearing ratio, which is interest bearing debt divided by total capital plus interest

bearing debt. The company’s policy is to keep the gearing ratio between 20% and 50%.

Item

Interest bearing debt

Equity

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23 Events after the reporting period

24 Commitments and contingencies

Capital commitments

Legal claim contingency

Guarantees

The company redeemed within the year the financial guarantee provided on behalf Portland Construction Ltd. 31

December 2016 Nil (Dec 2015: N36.6 million). See note 13v.

The Company rights issue was opened for subscription on 23 January 2017 and closed on 1 March. 2017, awaiting

issuing and alotment.

At 31 December 2016, the Company did not have any capital commitments (Dec 2015: Nil).

There is litigation and claim against the Company as at 31 December 2016 amounting to N50 million (Dec 2015: N50

million).

The company has been advised by its legal counsel that it has a good defence agaist the claim. Accordingly, no provision

has been made in respect of this contigent liability in these financial statements.

The Company migrated from oracle ERP to SAP ERP on 1 February 2017 and is now running on the latter platform

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PORTLAND PAINTS & PRODUCTS PLC

STATEMENT OF VALUE ADDEDFOR THE YEAR ENDED 31 DECEMBER 2016

Dec-16 Dec-15

N'000 % N'000 %

Turnover 1,971,170 2,168,480

Non trading items 146,164 86,276

2,117,334 2,254,756

Bought-in-material and services:

- Local (1,330,487) (1,555,709)

- Imported (375,266) (438,790)

Value added 411,581 100% 260,257 100%

Applied as follows:-

To pay employees:

Salaries and labour related expenses 241,550 59% 284,830 109%

To pay Government:

Corporate tax 8,921 2% 29,788 11%

To pay provider of capital:

Interest charges 105,353 26% 124,540 48%

To pay shareholders

as dividend - 0% - 0%

To provide for replacement of assets

dividend to shareholders and 0%

development of business

- Depreciation 57,176 14% 109,258 42%

- Deferred tax credit (10,015) -2% (55,172) -21%

- Profit /(loss) for the year 8,597 2% (232,985) -90%

411,581 100% 260,257 100%

Value added represents the additional wealth which the company has been able to create by its own and its employees' efforts. This statement

shows the allocation of that wealth to employees, providers of capital, government and that retained for the future creation of more wealth.

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PORTLAND PAINTS & PRODUCTS PLC

FIVE YEARS FINANCIAL SUMMARY


2016 2015 2014 2013 2012

N’000 N’000 N’000 N’000 N’000

Statement of financial position:

Property, plant & equipment 438,082 456,202 547,040 555,701 650,086

Intangible asset 49,025 124,685 164,160 203,633 243,103

Investment in associate - - - - 2,842

Non-current prepayments 13,402 10,789 25,032 26,518 38,008

Net current assets 260,020 252,858 556,689 612,221 255,839

Non-current liabilities:

Borrowings (43,492) (101,571) (237,407) (302,200) (140,473)

Government grants (7,730) (32,240) (56,633) (81,272) (55,389)

Employee benefit - - - (46,619) (134,837)

Deferred taxation (9,093) (19,106) (74,278) (83,944) (82,613)

700,215 691,617 924,603 884,038 776,566

Shareholders’ funds:

Issued share capital 200,000 200,000 200,000 200,000 200,000

Other capital reserve 91,923 91,923 91,923 91,922 91,923

Retained earnings 408,292 399,694 632,680 592,116 484,643

700,214 691,617 924,602 884,039 776,566

Statement of comprehensive income

Revenue 1,971,170 2,168,480 2,771,147 2,865,581 2,584,183

Profit/(loss) before taxation 7,502 (258,369) 194,297 123,591 (199,166)

Taxation 1,094 25,384 (45,654) (16,118) (29,199)

Profit/(Loss) after taxation 8,597 (232,985) 148,643 107,473 (228,365)

Dividend declared - - - - -

Per share data (kobo)

Earnings /(loss) per share – Basic 2 (58) 37 27 (56)

Dividend per share - - - - -

Note:

1. Earnings per share are based on profit after taxation and the number of issued and fully paid ordinary share at the

end of each financial year.

2. Dividends per share are based on the dividend declared and the number of issued and fully paid ordinary shares at

the end of each financial year.

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PORTLAND PAINTS AND PRODUCTS NIG. PLC...PORTLAND PAINTS & PRODUCTS NIGERIA PLC RESULTS AT A GLANCE...

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