NASCON ALLIED INDUSTRIES PLC Nascon Allied Industries Plc
Annual report and financial statements for the year ended 31 December 2023
Directors, Officers and Professional Advisers
Country of incorporation and domicile Nature of business and principal activities
Nigeria
The principal activities of the Company include the processing of raw salt into refined edible and grade salt. The Company also produces seasoning cubes.
Directors | 'Yemisi Ayeni | Chairperson/Independent |
Director | ||
Thabo Mabe | Managing Director | |
Olakunle Alake | Director | |
Fatima Aliko-Dangote | Director | |
Halima Aliko-Dangote | Director | |
Abdu Dantata | Director | |
Sada Ladan-Baki | Director | |
Chris Ogbechie | Independent Director | |
Knut Ulvmoen | Director | |
Fatima Wali-Abdurrahman | Director | |
Company Secretary | Adedayo A. Samuel | |
Business office | 15B Ikosi Road, | |
Oregun Industrial Estate, | ||
Lagos, Nigeria | ||
Independent auditor | PricewaterhouseCoopers | |
Chartered Accountants | ||
5b Water Corporation Road, | Victoria Island, Lagos | |
Ultimate holding company | Dangote Industries Limited | |
(Incorporated in Nigeria) |
Bankers
Access Bank Plc
Ecobank Nigeria Limited
First Bank of Nigeria Limited
First City Monument Bank Limited
Guaranty Trust Bank Plc
Jaiz Bank Limited
Keystone Bank Limited
Stanbic IBTC Bank Plc
Sterling Bank Plc
United Bank for Africa Plc
Union Bank of Nigeria Plc
Wema Bank Plc
Zenith Bank Plc
1
Nascon Allied Industries Plc
Annual report and financial statements for the year ended 31 December 2023
Index
Page | ||
Results at a Glance | 3 | |
Report of the Directors | 4 | - 7 |
Corporate Governance Report | 8 - 10 | |
Report of the Statutory Audit Committee | 11 | - 12 |
Statements of Directors Responsibilities for the Preparation and Approval of the Financial | 13 | |
Statements | ||
Certification pursuant to Section 405 (1) of Companies and Allied Matters | 14 | |
Act, Laws of the Federation of Nigeria 2020 | ||
Certification of management's assessment on internal control over financial reporting | 15 | |
Management's Report on the Assessment of Internal Control over Financial Reporting as at | 16 | |
31st December 2023 | ||
Independent Practitioner's Report | 17 | - 18 |
Independent Auditor's Report | 19 | - 22 |
Statement of Profit or Loss and Other Comprehensive Income | 23 | |
Statement of Financial Position | 24 | |
Statement of Changes in Equity | 25 | |
Statement of Cash Flows | 26 | |
Notes to the Annual Report And Financial Statements | 27 | - 68 |
Other National Disclosure - Value Added Statement | 69 | |
Other National Disclosure - Five Year Financial Summary | 70 |
2
Nascon Allied Industries Plc
Annual report and financial statements for the year ended 31 December 2023
Results at a Glance
Note(s) | 2023 | 2022 | |
N '000 | N '000 | ||
Revenue | 5 | 80,828,373 | 58,786,251 |
Profit before taxation | 20,588,259 | 8,374,191 | |
Taxation | 17 | (6,859,890) | (2,904,943) |
Profit for the year | 13,728,369 | 5,469,248 |
Share capital | 27 | 1,324,719 | 1,324,719 |
Shareholders' fund | 27,471,858 | 19,042,366 | |
Per 50 kobo share data (kobo) | 19 | ||
Earnings | 518 | 206 | |
Dividend | 29 | 100 | 100 |
Proposed bonus
Two (2) new ordinary shares of 50 kobo to every hundred (100) existing ordinary shares held by Company shareholders was proposed at the board meeting held on February 27, 2024 and subject to approval at the Annual General Meeting.
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Nascon Allied Industries Plc
Annual report and financial statements for the year ended 31 December 2023
Report of the Directors
The Board of Directors is pleased to submit their report together with the audited financial statements of the Company for the year ended 31 December 2023.
1. Review of activities Principal activities
The principal activities of the Company include the processing of raw salt into refined, edible and grade salt. The Company also produces seasoning cubes.
The Company recorded a profit after taxation of N13.73 billion (2022: N5.47 billion) for the year.
2023 interim dividend paid is 100 kobo per share (2022: 100 kobo per share).
Proposed bonus for 2023 two (2) new ordinary shares of 50 kobo to every hundred (100).
2. Legal form
The Company was incorporated on 30 April 1973 as a limited liability Company. The shares are currently quoted on the Nigeria Exchange Limited.
3. Directors and Directors' Interests
a. The directors of the company during the year and to the date of this report are as follows:
'Yemisi Ayeni | Chairperson/Independent |
Director | |
Thabo Mabe | Managing Director |
Olakunle Alake | Director |
Fatima Aliko-Dangote | Director |
Halima Aliko-Dangote | Director |
Abdu Dantata | Director |
Sada Ladan-Baki | Director |
Chris Ogbechie | Independent Director |
Knut Ulvmoen | Director |
Fatima Wali-Abdurrahman | Director |
b. By virtue of Section 285 of the Companies and Allied Matters Act, Laws of the Federation of Nigeria 2020, one-third of the Directors of the Company who have been longest in office since their last election shall retire from office and in accordance with this section, Olakunle Alake, Chris Ogbechie and Fatima Wali-Abdurrahman are retiring by rotation and being eligible, offer themselves for re-election.
c. No Director has a service contract not determinable within five years.
d. The Directors' interests in the issued share capital of the Company as recorded in the register of members and/or as notified by them for the purpose of Section 301 of the Companies and Allied Matters Act, Laws of the Federation of Nigeria 2020, are as follows:
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Nascon Allied Industries Plc
Annual report and financial statements for the year ended 31 December 2023
Report of the Directors
3. Directors and Directors' Interests (continued) | ||||
Directors Shareholding | 31 December 2022 | 31 December 2023 | 28 February 2024 | |
(a) | 'Yemisi Ayeni | 200,000 | 200,000 | 200,000 |
(b) | Thabo Mabe | - | - | - |
(c) | Olakunle Alake | 4,419,959 | 4,419,959 | 4,419,959 |
(d) | Fatima Aliko-Dangote | - | - | - |
(e) | Halima Aliko-Dangote | - | - | - |
(f) | Abdu Dantata | 2,000,000 | 2,000,000 | 2,000,000 |
(g) | Sada Ladan-Baki | 1,028,497 | 1,028,497 | 1,028,497 |
(h) | Chris Ogbechie | 100,000 | 102,000 | 102,000 |
(i) | Knut Ulvmoen | - | - | - |
(j) | Fatima Wali-Abdurrahman | - | - | - |
4. Share capital history | ||||||||
AUTHORISED NOMINAL VALUE | ISSUED AND PAID-UP | |||||||
Other than by bonus | Bonus issue | Total | ||||||
Year | No. of | Amount | No. of | Amount | No. of | Amount | No. of | Amount |
shares | N '000 | Shares | N '000 | Shares | N '000 | Shares | N '000 | |
'000 | '000 | '000 | '000 | |||||
1991 | 40,000 | 20,000 | - | - | - | - | 14,110 | 7,055 |
1992 | 40,000 | 20,000 | - | - | - | - | 14,110 | 7,055 |
1993 | 40,000 | 20,000 | - | - | - | - | 14,110 | 7,055 |
1994 | 40,000 | 20,000 | - | - | - | - | 14,110 | 7,055 |
1995 | 80,000 | 40,000 | - | - | - | - | 14,110 | 7,055 |
1996 | 80,000 | 40,000 | 65,847 | 32,923 | - | - | 79,957 | 39,978 |
1997 | 200,000 | 100,000 | - | - | - | - | 79,957 | 39,978 |
1998 | 200,000 | 100,000 | - | - | - | - | 79,957 | 39,978 |
1999 | 200,000 | 100,000 | - | - | - | - | 79,957 | 39,978 |
2000 | 200,000 | 100,000 | - | - | - | - | 79,957 | 39,978 |
2001 | 200,000 | 100,000 | - | - | - | - | 79,957 | 39,978 |
2002 | 200,000 | 100,000 | - | - | - | - | 79,957 | 39,978 |
2003 | 200,000 | 100,000 | - | - | - | - | 79,957 | 39,978 |
2004 | 200,000 | 100,000 | - | - | - | - | 79,957 | 39,978 |
2005 | 200,000 | 100,000 | - | - | - | - | 79,957 | 39,978 |
2006 | 4,000,000 | 2,000,000 | - | - | - | - | 79,957 | 39,978 |
2007 | 4,000,000 | 2,000,000 | 2,127,909 | 1,063,954 | - | - | 2,207,865 | 1,103,932 |
2008 | 4,000,000 | 2,000,000 | - | - | 441,573 | 220,787 | 2,649,438 | 1,324,719 |
2009 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2010 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2011 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2012 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2013 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2014 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2015 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2016 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2017 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2018 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2019 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2020 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2021 | 4,000,000 | 2,000,000 | - | - | - | - | 2,649,438 | 1,324,719 |
2022 | 2,649,438 | 1,324,719 | - | - | - | - | 2,649,438 | 1,324,719 |
2023 | 2,649,438 | 1,324,719 | - | - | - | - | 2,649,438 | 1,324,719 |
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Nascon Allied Industries Plc
Annual report and financial statements for the year ended 31 December 2023
Report of the Directors
5. Directors' Responsibilities
The Directors are responsible for the preparation of the financial statements which give a true and fair view of the state of affairs of the Company in accordance with Companies and Allied Matters Act, Laws of the Federation of Nigeria 2020.
In doing so, they ensure that:
- Proper accounting records are maintained;
- Applicable accounting statements are followed;
- Suitable accounting policies are adopted and consistently applied;
- Judgments and estimates made are reasonable and prudent;
- The going concern basis is used, unless it is inappropriate to presume that the Company will continue in business;
- Internal control procedures are instituted which as far as are reasonably possible, safeguard the assets and prevent and detect fraud and other irregularities.
- Corporate governance
- The Company is committed to best practices and procedures in corporate governance. Its business is conducted in a fair, honest and transparent manner which conforms to high ethical standards.
- Members of the Board of Directors meet at least once quarterly to decide on policy matters and direct the affairs of the Company; review its performance, its operations and finance; and formulate growth strategy. Attendance at Directors' meetings is impressive.
- In line with provisions of section 284(2) of the Companies and Allied Matters Act, Laws of the Federation of Nigeria 2020, the record of Directors' attendance at Board Meetings is available for inspection at the Annual General Meeting.
- The remuneration of the Executive Director is fixed.
- The Board of Directors consists of ten (10) members; One (1) Executive Director and Nine (9) Non-Executive Directors of which two (2) are Independent.
- Appointment to the Board is made by shareholders at the Annual General Meeting where a vacancy arises.
- The Board, from time to time, routinely empowers committees to examine and deliberate on finance and establishment related issues.
- Substantial interest in shares
The Registrar has advised that according to the Register of Members on 31 December 2023, two shareholders held more than 5% of the issued share capital of the Company. Dangote Industries Limited holds 62.19% with 1,647,763,557 ordinary shares of 50k each and Stanbic IBTC Nominees Limited holds 6.30% with 166,808,484 ordinary shares of 50k each.
8. Events after the reporting period
There were no significant developments since the statement of financial position date which could have had a material effect on the state of affairs of the Company as at 31 December 2023 and the profit for the year ended on that date, which have not been adequately recognized.
9. Non-current assets
Movements in Property, Plant and Equipment during the year are shown in Note 20 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.
10. Company Distributors
The Company's products are distributed by customers across the country, who redistribute to wholesalers, confectioners, supermarkets and retailers. Salt retail packs come in 250g, 500g and 1kg and are sold under the brand name Dangote Refined Salt. Seasoning is sold under the brand name Dangote Classic Seasoning.
11. Suppliers
The Company obtains its materials at arm's length basis both locally and internationally. Amongst its main vendors are Bulk Commodities Limited and Dangote Packaging Limited.
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Nascon Allied Industries Plc
Annual report and financial statements for the year ended 31 December 2023
Corporate Governance Report
1. General information
Nascon Allied Industries Plc is committed to best practices and procedures in corporate governance. The corporate governance practices are constantly under review, in line with dynamics of the business environment. There was considerable focus on the Company's corporate governance practices especially at the Board level during the year.
The Corporate Governance policies adopted by the Board of Directors are designed to ensure that the Company's business is conducted in a fair, honest and transparent manner which conforms to high ethical standards.
Nascon is committed to compliance with the Nigerian corporate governance framework, which includes but is not limited to the Securities and Exchange Commission's Code of Corporate Governance for Public Companies in Nigeria,
the Nigerian Code of Corporate Governance and the Companies and Allied Matters Act. Nascon has not incurred any sanctions in respect of the said framework.
Board of Directors
The Board delegates the day-to-day running of the Company's affairs to the Managing Director supported in this task by an Executive Management Committee. The Board of Directors consists of ten (10) members; one (1) Executive Director and nine (9) Non-Executive Directors of which two (2) are Independent.
- Ensure integrity of the Company's financial and internal control policies.
- Ensure the accurate, adequate and timely rendition of statutory returns and financial reporting to the regulatory authorities (NGX Regulation Limited, Financial Reporting Council of Nigeria, Corporate Affairs Commission, Securities and Exchange Commission) and shareholders.
- Ensure value creation for shareholders, employees and other stakeholders.
- Review and approve corporate policies, strategy, annual budget and business plan.
- Monitor implementation of policies and the strategic direction of the Company.
- Set performance objectives, monitor implementation and corporate performance.
- Review and approve all major capital expenditure of the Company.
- Ensure that the statutory rights of shareholders are protected at all times.
2. Meeting of the Board of Directors
The Board of Directors holds several meetings during the year to consider corporate actions such as the approval of corporate strategy, annual corporate plan, review of internal risk management and control systems, review of the Company's performance and operations, as well as the formulation of growth strategies.
2.1 Record of Directors' meetings
In line with provisions of Section 284(2) of the Companies and Allied Matters Act, Laws of the Federation of Nigeria 2020, the record of Directors' attendance at Board meetings is available for inspection at the Annual General Meeting.
Board Meetings and Attendance for the year ended 31 December 2023
The Board held eight (8) meetings in 2023.
Name | 28-Feb-2325-Apr-23 | 26-May-23 | 12-Jul-23 | 28-Jul-23 | 29-Aug-2327-Oct-23 | 27-Nov-23 | ||
'Yemisi Ayeni | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
Thabo Mabe | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
Olakunle Alake | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
Fatima Aliko-Dangote | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
Halima Aliko-Dangote | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
Abdu Dantata | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
Sada Ladan-Baki | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
Chris Ogbechie | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
Knut Ulvmoen | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
Fatima Wali-Abdurrahman | Yes | Yes | Yes | Yes | Yes | Yes | Yes | No |
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Nascon Allied Industries Plc
Annual report and financial statements for the year ended 31 December 2023
Corporate Governance Report
2.2 Key activities of the Board
- Extensive review of the Company's short and long term strategy, culminating in a detailed strategic plan.
- Consideration of the reports of the Board Committees with recommendations for approval.
- Consideration of the 2023 quarterly unaudited financial reports and interim dividend.
- Consideration of the 2022 audited financial reports and proposed dividend.
- Revision of the operational performance, marketing strategy and report on business and projects.
- Revision of the risk management objectives and implementation.
3. Board Committees
The Board delegated some of its responsibilities to standing committees that consist of Non-Executive Directors. These are the Establishment and General Purpose and Finance, Risk and Audit Committees. The Committees report to the Board of Directors on their activities and decisions which are ratified by the full Board.
In compliance with the practices of good corporate governance, the Chairman of the Board is not a member of either of these committees.
3.1 The Finance, Risk and Audit Committee
The Finance, Risk and Audit Committee is responsible for monitoring the integrity of the financial statements of the Company. It also assesses and monitors all risks associated with the operations of the Company, and oversees the implementation of Internal Control System, by Management. The Committee assists the Board in its responsibility relating to the oversight of the Company's financial credit and risk management policies and procedures.
The Committee is comprised of five (5) Directors. The Committee members are:
Chris Ogbechie | Chairman |
Olakunle Alake | Member |
Fatima Aliko-Dangote | Member |
Halima Aliko-Dangote | Member |
Sada Ladan-Baki | Member |
Finance, Risk and Audit Committee attendance for the year ended 31 December 2023.
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NASCON Allied Industries plc published this content on 04 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 March 2024 11:14:57 UTC.
