NOTORE CHEMICAL INDUSTRIES PLC
ANNUAL REPORT, CONSOLIDATED AND INDIVIDUAL ACCOUNTS
FOR THE 15-MONTH PERIOD ENDED DECEMBER 31, 2021
NOTORE CHEMICAL INDUSTRIES PLC
Annual report, consolidated and separate financial statements
For the 15-month period ended December 31, 2021
Contents
Company Information ………………………………………….. ………………………………………….. ………………………………. I
Directors’ report ………………………………………….. ………………………………………….. ………………………………………..ii
Corporate Governance Report ………………………………………….. ………………………………………….. …………………… X
Statement of Directors’ Responsibilities ………………………………………….. ………………………………………….. ….. xvi
Corporate Social Responsibility Report ………………………………………….. ………………………………………….. ……xvii
Certification of financial statements ………………………………………….. ………………………………………….. ………. xviii
Audit committee report ………………………………………….. ………………………………………….. …………………….xix
The independent auditor’s report ………………………………………….. ………………………………………….. …………………… 1
Consolidated and Separate Statements of Financial Position ………………………………………….. ………………….. 5
Consolidated and separate income statements and other comprehensive income ………………………….. 6
Consolidated and separate statements of changes in equity ………………………………………….. ……………………. 7
Consolidated and individual cash flow statements ………………………………………….. ………………………………. 9
Notes to the consolidated and separate financial statements ………………………………………….. ………………… ten
Five-year financial summary ………………………………………….. ………………………………………….. ………………….. 78
NOTORE CHEMICAL INDUSTRIES PLC
Annual report, consolidated and separate financial statements
For the 15-month period ended December 31, 2021
Company InformationDirectors
General Dr. Yakubu Gowon, GCFR Mr. Onajite P. Okoloko
Mr. Michael Osime Mr. Richard Herb Ing. Mike Orugbo, Justice of the Peace Mr. Ike Osakwe
Mr. Michael Jansa Mr. Hassan Badrawi Mr. Bashir Lebada Mr. Femi Agbaje Mr. Ohis Ohiwerei Mr. Tseyi Hammond Mr. Ovie Ukiri
Mr. Ebiaho Emafo
Company Secretary Mrs. Otivbo Saleh
6th Floor, Keystone Bank Building 1, Keystone Bank Crescent off Adeyemo Alakija Street Victoria Island
Lagos
Auditors
Deloitte & Touche Chartered Accountants Civic Tours
Plot GA1, Avenue Ozumba Mbadiwe Victoria Island
Lagos
Registration desk
Notore Onne industrial complex
Rivers State Nigeria
Registration number 640303
Main bankers Polaris Bank Limited
First City Monument Bank Plc Ecobank Nigeria Plc
Union Bank of Nigeria Plc United Bank for Africa Plc Access Bank Plc
(Retired as Chairman and Director of the Board of Directors on January 29, 2021) (Retired as Chief Executive Officer/CEO on January 28, 2021)
(Retired from the Board on January 29, 2021)
(Appointed as Group Managing Director/CEO on February 1, 2021)
(Appointed Deputy Chief Executive Officer on February 1, 2021)
I
NOTORE CHEMICAL INDUSTRIES PLC
Annual report, consolidated and separate financial statements
For the 15-month period ended December 31, 2021
Directors’ report
In accordance with the provisions of the Companies and Related Matters Act 2020, the directors of Notore Chemical Industries Plc hereby submit their report together with the audited consolidated and separate financial statements for the period ended 31 December 2021 to the members of the Society .
CONSTITUTION AND ADDRESS
Notore Chemical Industries Plc was incorporated in Nigeria on November 30, 2005, as a limited liability company, and is domiciled in Nigeria. Its head office address is Notore Industrial Complex, Onne, River State, Nigeria. On June 13, 2014, the company was re-registered as a public limited company and was listed on the main board of The Nigerian Exchange Limited (formerly known as the Nigerian Stock Exchange) on August 2, 2018.
MAIN ACTIVITIES
The main activities of the Company are the manufacture, treatment, transformation, production, supply and trade of nitrogenous fertilizers and all substances capable of improving soil and water fertility. The company has a 500,000 metric ton urea plant and a 600,000 metric ton NPK blending plant in Onne, Rivers State, Nigeria. The principal activities of the Company’s subsidiaries are described in note 30 of the financial statements.
RESULTS
Group results for the period ended 31st December 2021 are shown on page 23. The overall net loss for the period ended December 31st December 2021 is N9.5 billion (2020: N6.5 billion) and the same amount has been transferred to equity.
DIRECTORS
The directors who held office during the period up to the date of this report were:
|
Mr. Onajite P. Okoloko |
Nigerian |
|
Mr. Michel Osime |
Nigerian |
|
Engineer Mike Orugbo, Justice of the Peace |
Nigerian |
|
Mr. Ike Osakwe |
Nigerian |
|
Mr Michael Jansa |
American |
|
Mr Hassan Badrawi |
Egyptian |
|
Mr Bashir Lebada |
canadian |
|
Mr. Femi Agbaje |
Nigerian |
|
Mr. Ohis Ohiwerei |
Nigerian (General Manager/CEO) |
|
Mr. Tseyi Hammond |
Nigerian |
|
Mr. Ovie Ukiri |
Nigerian |
|
Mr. Ebiaho Emafo |
Nigerian (Executive Director) |
|
SHAREHOLDING OF DIRECTORS |
The participations of the directors in the issued share capital of the company, as recorded in the register of
Shareholding of the Directors and/or as notified by the Directors for the for the purposes of sections 301 and 302 of the Societies and
Allied Matters Act, 2020 are as follows:
ii
NOTORE CHEMICAL INDUSTRIES PLC
Annual report, consolidated and separate financial statements
For the 15-month period ended December 31, 2021
Directors (continued)
Directors
|
Number of |
Number of |
|
|
shares held at |
shares held at |
|
|
31st December |
30and September |
|
|
2021 |
2020 |
|
|
Mr. Onajite P. Okoloko (Indirect – Notore Chemical Industries (Mauritius) Ltd |
||
|
and Okmine Global Services Ltd) |
1,238,274,438 |
1,238,274,438 |
|
Mr. Michael Osime (Indirect – Notore Chemical |
||
|
Industries (Mauritius) Ltd) |
1,234,055,768 |
1,234,055,768 |
|
Engineer Mike Orugbo, Justice of the Peace |
34 333 330 |
34 333 330 |
|
Mr. Ike Osakwe |
None |
None |
|
Mr Michael Jansa |
None |
None |
|
Mr Hassan Badrawi |
None |
None |
|
Mr Bashir Lebada |
None |
None |
|
Mr. Femi Agbaje |
None |
None |
|
Mr. Ohis Ohiwerei |
None |
None |
|
Mr. Tseyi Hammond |
None |
None |
|
Mr. Ovie Ukiri |
None |
None |
|
Mr. Ebiaho Emafo |
None |
None |
During the period under review, in addition to Mr. Onajite P. Okoloko, Mr. Michael Osime and Mr. Ike Osakwe, the other directors representing Notore Chemical Industries (Mauritius) Limited on the Board are Mr. Mike Jansa and Mr. Hassan Badrawi. Mr. Tseyi Hammond represents TY Holdings Limited on the board of directors of Notore Chemical Industries Plc.
OUR OWN FUNDS
The shares of Notore Chemical Industries Plc were admitted to trading on the main board of The Nigerian Exchange Limited on August 2, 2018. Considering its market capitalization, Notore Chemical Industries Plc. currently ranks among the top companies in The Nigerian Exchange Limited with a share price of N62.50kobo per share. The company’s authorized share capital is N2,000,000,000, divided into four billion ordinary shares of 50 kobo each with approximately 688 shareholders as of December 31, 2021.
The issued share capital as of December 31, 2021 was N806,033,100 divided into 1,612,066,200 ordinary shares of 50 kobo each. As of December 31, 2021, Notore Chemical Industries (Mauritius) Limited held a controlling interest of approximately 76.55%, of which approximately 23.45% was held by other Nigerians and foreign investors.
SHAREHOLDING
According to the Register of Members, as of December 31, 2021, the breakdown of shareholding in the Company is as follows:
Range sharing
Number of shareholders
% of shareholderNumber of
% Ownership
Assets
1
10,000
672
97.67
110,794 0.01
10,001
50,000
4
0.58
78,895 0.00
100,001
500,000
1
0.15
129,188 0.01
500,001
1,000,000
2
0.29
1,577,800 0.10
1,000,001
5,000,000
3
0.44
12,101,170 0.75
10,000,001
50,000,000
2
0.29
82,691,750 5.13
50,000,001
100,000,000
2
0.29
151,691,205 9.41
100,000,001
500,000,000
1
0.15
129,629,630 8.04
1,000,000,001
2,000,000,000
TOTAL
1 668
0.15 100.00
1,234,055,768 76.55
1,612,066,200 100.00
According to the register of members as of December 31, 2021, the shareholders of the company holding one million shares and more are as follows:
iii
