dn meyer plc · dn meyer plc is one of the leading paint manufacturers in nigeria. it manufactures...

www.meyerpaints.comDN MEYER PLC

...the quality paint master

l Architectural Paints l Auto Refinishes l Wood Finishers l Industrial & Marine Paints l High Protective Coatings

Annual Report & Accounts 2014

Hambak

DN MEYER PLC...the quality paint master

1. HEAD OFFICE, LAGOS

Plot 34, Mobolaji Johnson Avenue,

Oregun Industrial Estate,

Alausa Ikeja, Lagos.

Tel: 08123438237,08033077836

E-mail:[email protected]

Website: www.meyerpaints.com

2. SOKOTO DEPOT

6, Ahmadu Bello Way,

Sokoto.

08030415097, 08032667194

3. KADUNA DEPOT

5, Katsina Road, Opposite

Muslim Pilgrim Welfare Board,

Kaduna.

08055939279, 08032667194

4. KANO DEPOT

3, Bompai Road,

Beside Union Bank Plc,

Kano.

07066598009, 08032667194

5. GOMBE DEPOT

Princess Ammi Plaza

Opposite Bauchi Park,

Plot 10, Bauchi Road,

Gombe.

08168178999, 08032667194

6. PORT HARCOURT DEPOT

12, Azikiwe Road,

Port Harcourt.

08136922440, 09090702521

7. ABA DEPOT

133, Aba Owerri Road,

Umungasi,

Aba.

08093497835, 08038533719

8. IBADAN DEPOT

Morgan House,

Beside High Court, Ring Road,

Ibadan.

0803527444, 08023148885

9. ABUJA DEPOT

Landmark Plaza, Plot 3124,

Federal Housing Junction,

IBB way, Maitama,

Abuja.

08062109940, 08039448263

10. SULEJA DEPOT

Madala Road, along

Barrack Road,

Suleja.

08032384038, 08032667194

11. LEKKI DEPOT

Lekki Express Way,

Cisco Bus stop

Inside Conoil Filling Station,

Lekki, Lagos.

08023126912, 08033077836

12. ILORIN DEPOT

Shopping Complex by

Kiddiz Medical Centre,

Western Reservoir Road,

Ilorin, Kwara State.

08178240111, 08023148885

13. EKITI DEPOT

Suite 26 Builders Mart,

Former Odua Textile Iyin Road,

Ado Ekiti.

08034133458, 08023148885

14. ASABA DEPOT

135, Mariam Babangida Way,

Asaba,

Delta State.

08032313234, 08038533719

15. ABEOKUTA DEPOT

Opposite MAO filling station,

Olorunsogo, Moshood Abiola Way,

Abeokuta,

Ogun State.

08033713196, 08023148885

16. BENIN DEPOT

106, Sakponba Road,

Benin- city,

Edo state.

08032313234, 08038533719

L I S T O F D E P O T S

12014 Annual Report & Accounts

“To employ all resources at our disposal in positioning our Company as the

leader within our chosen spheres of activities; effectively satisfying the total

quality demands of our markets, the aspirations of our employees; and

providing optimum returns on our shareholders' investments through focused

profitable growth, whilst we remain a responsible corporate citizen.”

Mission Statement

Quality Policy

Our company is fully committed to providing products of consistent quality to

the satisfaction of our customers at all times. This will be achieved through the

use of processes and procedures which guarantee products quality that

conforms with acceptable national and international standards.

To ensure that this commitment is achieved and sustained, management shall

provide necessary resources, while employees are obliged to carry out their

duties in accordance with agreed procedures.

76 2014 Annual Report & Accounts

REGISTRAR:Citadel Registrars Limited

Plot 30, Oba Akran Avenue,

Ikeja, Lagos.

Corporate information

Report of the Directors

Report of the audit committee

Statement of Directors' responsibilities

Report of the Independent Auditors

Consolidated and seperate statement of profit or loss and other comprehensive

Consolidated and separate statement of financial position

Consolidated and separate statement of changes in equity

Consolidated and separate statement of cash flows

Notes to the consolidated and separate financial statements

Consolidated and separate statement of value added

Financial summary

Table of contents

752014 Annual Report & Accounts 2 2014 Annual Report & Accounts

Proxy Form

rdThe 43 Annual General Meeting of DN Meyer Plc will be held at Plot 34 Mobolaji Johnson Avenue, Oregun Industrial Estate,

thAlausa, Ikeja, Lagos on Thursday the 29 of October 2015 at 10:00 am

I/We

Being a member/members of DN Meyer PLC hereby appoint....................................................................of............................................................................................................................................................. or failing him/her the Chairman of the Meeting as my/our proxy to act and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Thursday 29th October, 2015 and at any adjournment thereof.

Dated this.............. day of........................ 2015

Shareholders' Signature..........................................................

Notes:Please sign this form and post it to reach the office of the Registrar, Citadel Registrars Limited, Plot 30 Oba-Akran Avenue, Ikeja, Lagos, not less than 48 hours before the time for holding the Annual General Meeting. If executed by a corporation, this form should be sealed with its common seal.

Shareholder's name to be inserted in BLOCK LETTERS please. In case of joint shareholders, any one of such may complete this form, but the names of all joint holders must be inserted.

Following the normal practice, the Chairman of the meeting has been entered on the form to ensure that someone will be at the meeting to act as your proxy, but you may insert in the blank space the name of any person, whether a member of the company or not, who will attend the meeting and vote on your behalf instead.

It is required by the law under the Stamp Duties Act, Cap. S8 Laws of the Federation of Nigeria 2004 that any instrument of proxy to be used for the purpose of voting by any person entitled to vote at any meeting of shareholders must bear Stamp Duty at the appropriate rate, not adhesive postage stam

PLEASE ADMIT THE SHAREHOLDER NAMED ON THIS CARD OR HIS/HER DULY APPOINTED PROXY TO THE ANNUAL GENERAL MEETING TO BE HELD AT PLOT 34 MOBOLAJI JOHNSON AVENUE, OREGUN INDUSTRIAL ESTATE, ALAUSA, IKEJA, LAGOS ON THURSDAY 29TH OCTOBER, 2015 AT 10:00 AM

Name Of Shareholder: .......................................................................................................................................…………………………………………….

Signature of Person Attending: ………...........................................................………………………………………..

Note: You are requested to sign this form at the entrance in the presence of the Registrars on the day of the Annual General Meeting

DN MEYER PLC...the quality paint master

Before posting the above form, please tear off this part and retain it for admission into the meeting.

ADMISSION CARD

RD

43 ANNUAL GENERAL MEETING

I desire this proxy to be u s e d i n favour of/or against the reso lut ion as indicated alongside

1 To re-elect Mr. Kayode Falowo

2 To re-elect Erelu Angela Adebayo

3 To re-elect Mr. Tony Uponi

4 To approve the appointment of Mr. Kayode Okuwa as director

5 To approve the appointment of Mrs. Ochee Bamgboye as director

6 To approve the appointment of Mr. Olukayode Tijani as director

7 To approve the remuneration of the directors.

8 To consider and, if thought fit, pass the following Ordinary Resolution of which special notice has been given:

“THAT Messrs BDO Professional Services be and are hereby appointed Auditors of the Company in place of Messrs Akintola Williams Deloitte.”

9 To authorize the Directors to fix the remuneration of the Auditors

10 To elect/re-elect members of the Audit Committee

Please indicate X in the appropriate box to indicate how you wish your votes to be cast on the above resolutions. Unless otherwise instructed the proxy will vote or abstain from voting at his/her direction.

RESOLUTIONS FOR AGAINST

rdNotice is hereby given that the 43 Annual General Meeting (the “Meeting”) of DN MEYER PLC (the “Company” )will

be held at Plot 34 Mobolaji Johnson Avenue, Oregun Industrial Estate, Alausa, Ikeja, Lagos on Thursday, the th29 day of October, 2015 at 10 a.m for the transaction of the following business:

ORDINARY BUSINESSst1. To receive the Audited Financial Statements of the Company for the year ended 31 December, 2014 together

with the report of the Directors, Auditors and the Audit Committee thereon.

2. To re-elect retiring Directors.

3. To consider and, if thought fit, pass the following Ordinary Resolution of which special notice has been given:

“THAT Messrs BDO Professional Services be and are hereby appointed Auditors of the Company in place of

Messrs Akintola Williams Deloitte.”

4. To authorize the Directors of the Company to fix the remuneration of the Auditors.

5. To elect/re-elect the members of the Audit Committee.

SPECIAL BUSINESS

6. To approve the appointment of Directors

7. To approve the remuneration of the Directors.

Notes

(a) Proxy

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend

and vote in his stead. A proxy need not be a member. For the appointment to be valid, a completed and duly

stamped proxy form must be deposited at the office of the Registrar, Citadel Registrars Limited Plot 30 Oba-

Akran Avenue, Ikeja, Lagos not later than 48 hours before the time fixed for the Annual General Meeting. A

blank proxy form is supplied with this notice.

(b) Audit Committee Members

In accordance with Section 359(5) of the Companies and Allied Matters Act (Cap. C20 Laws of the Federation

of Nigeria 2004), any Shareholder may nominate another shareholder for election as a member of the Audit

Committee by giving notice in writing of such nomination to the office of the Company Secretary, GIO

Nominees Limited, 864B, Bishop Aboyade Cole Street, Victoria Island, Lagos at least 21 days before the

Annual General Meeting.

(c) Closure of Register of MembersthThe Register of Members and transfer of books will be closed between Tuesday the 6 day of October, 2015

thand Friday the 9 day of October, 2015, (both dates inclusive) for the purpose of preparing an up-to-date

Register.

DATED THIS 23RD DAY OF JULY, 2015

BY ORDER OF THE BOARD

L. Omolola Ikwuagwu (Mrs.)

FRC/2014/NBA/00000007013

GIO NOMINEES LIMITED

Company Secretary

rdNotice of 43 Annual General Meeting


DN MEYER PLC is one of the leading paint manufacturers in Nigeria. It manufactures and markets high quality

paints, PVC floor tiles (asbestos free), fibre floor tiles, Adhesives, Industrial and Marine coatings.

The Company is one of the most vibrant among the seven companies quoted in the Chemicals and Paints sub-

sector of the Nigerian Stock Exchange and has been consistent in recording continuous growth in earnings.

The Company has been operating in Nigeria since 1940. Over the years, its corporate identity has undergone

several transformations, beginning in 1940, when it was still known as Hagemeyer Nigeria Plc.

Upon its incorporation in 1960, it was listed on the Nigeria Stock Exchange in 1979 under the Chemicals and

Paints Sector. Its' primary business centers on the manufacture of premium paints, tiles, adhesives, carpet tiles

and allied products.

In 1994, about 68% of the Company's issued share capital was acquired by Dunlop Nigeria Plc (Dunlop). The

acquisition by Dunlop led to the change of the corporate and brand name to DN Meyer Plc and Meyer Paints

respectively.

In July 2003, DN Meyer Plc acquired the Flooring and Adhesives business of Dunlop Nig. Plc thereby extending

the scope of its industrial operation from the production and marketing of only Paints to the production and

marketing of Flooring tiles and Adhesives.

Dunlop sold its stake in DN Meyer in 2004 to ACIMS Limited and the Nigerian public through a combination

Management Buy Out (MBO) thereby making DN Meyer a wholly Nigerian company. In February 2010, ACIMS

Limited sold its total stake in DN Meyer Plc to Citiprops Limited.

Corporate Profile


To:

The Registrar

Citadel Registrars Limited

Plot 30, Oba-Akran Avenue

Lagos.

I hereby request that from now on all dividend warrant due to me from my holding in DN Meyer Plc be paid

directly to my/our bank account with details below:

SHAREHOLDER'S FULL NAME: _________________________________________________________________________

ADDRESS: ______________________________________________________________________________________________

SIGNATURE: ________________________________________________________________________________________

GSM NUMBERS: _____________________________________________________________________________________

NAME OF BANK: ____________________________________________________________________________________

BANK BRANCH: _____________________________________________________________________________________

BRANCH ADDRESS: __________________________________________________________________________________

ACCOUNT NUMBER: __________________________________________________________________________________

SORT CODE: ________________________________________________________________________________________

__________________________________________________________________________

Authorized Signature and Stamp of Bank

Please be informed that by filing and sending this form to our Registrar, Citadel Registrars Limited, for

processing, you have applied for the e-dividend; thereby authorizing DN Meyer Plc to credit your account 9in

respect of dividends) electronically.

Mandate for E-Dividend Payment

Decorative Paints: These are paints that are used for beautification and decoration of architectural buildings

which include Textured, Emulsion and Gloss Paints.

The brand names for these products are:

Meyer Wall Satin - Specialized Premium

Gladiator - Specialized Premium

Meyer Velvet Matt - Premium

Meyer Eggshell - Premium

Wall screed - Premium

Ultimate Emulsion & Gloss - Premium

Imperial Emulsion & Gloss - Standard

Meyertex Plus - Premium Textured

Wood Finishes: These products are used for both preservation and beautification of all wood, with the following

brand names:

Meyerwood Guard Meyerguard Varnish

Meyerwood Sanding Sealer Meyerwood Glossy Lacquer

Meyerwood Cellulose Wood Filler Meyerwood Matt Lacquer

Meyer Matching Stains

Auto Finishes: Our auto products bear the brand name Meyerflex.

Marine, Industrial & Heavy Protective Coatings: This line of products includes the following:

Alkyd Systems Chlorinated Rubber Systems

Epoxy Systems Bituminous Coatings

Aluminum Coatings

Our Products


Complaint(s) submitted by e-mail should be addressed to [email protected]. Where the complaint(s) is

submitted by post, it should be addressed to:

The Chief Compliance Officer

DN Meyer Plc,

Plot 34, Mobolaji Johnson Avenue,

Alausa, Ikeja

ACKNOWLEDGMENT LETTER

When DNM receives a complaint, an acknowledgment letter shall be sent to the Complainant within 2 (two)

working days of receipt if the complaint was sent by email and 5 (five) business days of receipt where the

complaint was sent by post. The acknowledgement letter shall contain the following elements:

• Name of the person responsible for handling the complaint;

• Key elements of the firm's Complaint Policy; and

• Projected time for resolution of the complaint

Complaints received shall be managed by DNM on two levels. The first level shall be reviewed and possibly

resolved by the Company Secretary; where the Company Secretary is unable to resolve the concerns of the

Complainant, the complaint shall be referred to the Registrars of DNM.

DNM shall strive to resolve complaints within 10 (ten) working days from the date the complaint was received.

The competent authority shall be notified of the resolution of the complaint within 2 (two) working days.

Where the complaint is not resolved within 10 (ten) working days, the Complainant or DNM shall refer the

complaint to the relevant competent authority within 2 (two) working days. The letter of referral shall be

accompanied by a summary of proceedings of events leading to the referral and copies of relevant supporting

documents.

DNM shall maintain an electronic Complaints Register which shall contain the following details:

i. Name of the complainant

ii. Date of the complaint

iii. Nature of complaint

iv. Complaint details in brief

v. Remarks/comments

The Complaints Register shall be updated regularly and status reports of complaints filed therein shall be

forwarded to the SEC quarterly.

FEEDBACK AND RESPONSIVENESS

Once decisions have been reached on complaints made, Complainants shall be advised of the outcome.

Complaints shall be tracked and time frames for resolution monitored while Complainants shall be entitled to

progress report in respect of same.

Any internal problem revealed by a Complaint shall be communicated to the General Manager, Control &

Compliance of DNM who shall be responsible for the resolution of the internal problem revealed by the

complaint.

THDATED THE 17 DAY OF JULY 2015

………………………….………………… ………………………….………………

Kayode Okuwa Company Secretary

Managing Director GIO Nominees

Complaint Management Policy (Contd.)

1.0 INTRODUCTIONEsteemed Shareholders, Fellow Board members, Representatives of the Rregulatory bodiespresent, distinguished Ladies and Gentlemen, I warmly welcome you all to this 42nd Annual General Meeting of our Company and to present to you the Annual Report and

stFinancial Statements for the year ended 31 December, 2014.

1.1 OPERATING ENVIRONMENTIn the early part of 2014, the National Bureau of Statistics (NBS) published the 2013 re-based Gross Domestic Product (GDP) figures which put Nigeria's GDP at US$510 billion, thus the emergence of Nigeria as the largest economy in Africa, a status that makes the Country a prime investment destination on the continent.

The re-basing exercise revealed the sector contributions to GDP including those not previously reported or under-reported and showed that the Nigerian economy is much more diversified than previously reported. Nigeria's debt-to-GDP ratio fell to 11% from 19%, implying more leg-room for foreign borrowing. The Services sector's share of GDP however appreciated to 53% from 29%.

Despite this and other laudable achievements of the Federal Government, 2014 was a very challenging year for Nigeria especially the manufacturing sector due largely to the effect of international oil price fluctuations and yet to be resolved infrastructural challenges, multiple taxation and high cost of operation arising from adverse fiscal and monetary policy, inflation and high cost of funds. Again, the security landscape remained a major concern particularly in the North Eastern part of the country making free enterprise increasingly complicated in the affected states.

The price of crude oil which accounts for more than 90% of Government revenue and has huge rdramifications on Budget implementation started depreciating at the beginning of the 3 Quarter and

eventually closed at US$57.33/bl in December from a high point of US$115.06/bl in June.

The ensuing pressure on the country's External Reserves (EXRV) from declining oil receipts was further exacerbated by the conclusion of the Quantitative Easing (QE) program by the US Federal Reserve Bank in October and soaring Foreign Exchange (FX) demand to fund the country's huge import bill. By mid-November 2014, External Reserves had fallen by 13.8% to US$37.4 billion from US$43.5 billion in 2013, while the Excess Crude Account (ECA) depreciated by 37.8% to US$3.1 billion in November from US$5.0 billion in 2013.

The Central Bank of Nigeria (CBN), as a pro-active measure, devalued the local currency in November by 8.4% to N168 from N155 and rejuvenated a restrictive monetary policy by increasing interest rate by 100 basis points to 13% and Cash Reserve Requirement (CRR) on private sector deposits by 500 basis to 20%. Consequent upon this, the Naira fell at the interbank and parallel markets to N186 and N190 respectively from N161.2 and N173.3 in that order.

1.2 RESULTS FOR THE YEARThe Group recorded a turnover of N1.34 billion (Company-N1.34 billion) as against N1.58 billion (Company-1.5 billion) recorded in 2013. Profit before interest and tax was N84.1 million (Company- N87.6 million) compared to N168.9m (Company N95.7m) in 2013. The impact of financing charges brought profit before interest and tax to a profit/(loss) before tax of (37.3million) (Company-(N33.9m) million) as against (N51.1) million (Company (N22m) million) recorded in 2013.

The Company's operations were financed carefully through internally generated funds resulting from very tight internal controls and a negotiation of credit from our suppliers. We vigorously embarked on hand-to-mouth survival strategy. The financial charges currently being paid were based on past exposures to various banks.

Unfortunately, the subsisting Court order restraining our Company from injecting funds following an application by ACIMS Limited is still a major setback for us.

Chairman's Statement

Sir Remi Omotoso, MFR - Chairman


INTRODUCTIONThis document describes the Complaint Handling Policy of DN Meyer Plc which is being implemented to ensure compliance with the laws and regulations relating to the Nigerian Capital Market in order to promote transparency and accountability to our stakeholders.

DEFINITIONSFor the purpose of this document, the DN Meyer Plc shall hereinafter be referred to as “DNM” or "the Company" and the Securities & Exchange Commission shall be referred to as “SEC”.

COMMITMENTOur objective is to minimize damage to our reputation and reduce the risk of litigation by handling and resolving complaints from our investors or prospective investors, and stakeholders in a timely, effective yet consistent manner. All complaints received shall be treated with dispatch and confidentiality.

This policy has been established in accordance with the provisions of the SEC Rules relating to the Complaints Management Framework of the Nigerian Capital Market.

APPLICATION AND SCOPEThe Complaint Management Policy is intended to assist DNM's Investors and enhance market integrity in the long run. The policy shall apply to the Stakeholders in relation to the operations of DNM in the Capital Market.

In accordance with the rules provided by the SEC on Complaints Management of the Nigerian capital market, the following matters will not be considered complaints for deliberation by DNM:

a. Complaints that are incomplete or not specific.b. Allegations without supporting documents.c. Statements offering suggestions or seeking guidance or explanation.d. Seeking explanation for non-trading of shares or illiquidity of shares.e. Expression of dissatisfaction with trading price of the shares of the Company.f. Complaints made anonymously.g. Disputes arising out of private agreements with the Company or intermediaries.h. Any other matter as may be determined by the SEC from time to time.

PURPOSE OF COMPLAINTS MANAGEMENT SYSTEM DNM recognizes that complaints and their resolution:

• are about accountability, • are an important part of customer service, • are inevitable and must be managed effectively, • cost money and reflect badly on DNM if not handled properly, and • can lead to business process improvement.

Therefore, the Complaints Management Policy is as follows:• To make the complaint process transparent and accessible.• To constructively set out its approach to complaints.• To handle and resolve complaints in line with the framework of the SEC.• To ensure that DNM takes full ownership of complaints and that a positive and proactive approach is

adopted to resolving the complaints in line with the guidelines of the SEC.

PROCEDUREComplaint(s) shall be considered for deliberation only when submitted in writing with the following required information:

a. Complainant's Nameb. Membership/Shareholder Identification number (where applicable)c. Date of Complaintd. Contact details of Complainant (Mobile phone number, return address etc.)e. Details of Complaintf. Copy of Complainant's Share certificate (where applicable)

Complaint Management Policy

2.0 DIVIDENDIn view of the working capital deficiency of our Company, your Board had decided that no dividend would be declared this year.

3.0 EMPLOYEE RELATIONSOur greatest assetis the committed, hardworking and resourceful team of employees. Our employees have remained faithful and hardworking even in the face of the difficult situations we are grappling with. Your Company continued to enjoy excellent industrial relations under an atmosphere of peace and harmony. I commend the employees for their loyalty and sacrifices to turn around the fortunes of our company.

4.0 CORPORATE SOCIAL RESPONSIBILITYThe Company was alive to its Corporate Social Responsibility during the year. In accordance with Section 38 (2) of the Companies and Allied Matters Act, Cap C20 Law of the Federation of Nigeria 2004, the Company did not make any donation or gift to any political party, political association or for any political purpose in the course of the year under review.

The Company carried out the following projects in the year under review:1. Painting of the KemtaAdire market, Itoku, Abeokuta in partnership with the Ministry of Culture and

Tourism in Ogun State (N293,000).2. Painting of the Kerbs along Mobolaji Johnson Avenue, Alausa and Ikosi Road. (N667,000)

5.0 BOARD CHANGESSince our last Annual General Meeting in 2014, there have been changes on the Board of Directors of the company. Mr. Adeola Omosebi resigned from the Board in December, 2014. I would like to thank him, on your behalf, for his immeasurable services to the company and wish him success in all his future endeavours. Consequent upon the resignation of Mr. Adeola Omosebi, the Board appointed Mr. Kayode Okuwa (who was engaged as the Executive Director, Sales & Marketing in November 2014) as the Acting Managing Director, and confirmed Managing Director with effect from October, 2015. Mrs. V. O. Bamgboye joined the Board as a non-Executive Director in December, 2014 while Mr. Kayode Tijani also joined the Board as the Finance Director in March, 2015.

6.0 APPOINTMENT OF NEW EXTERNAL AUDITORSOur External Auditors, Messrs Akintiola Williams Deloitte, have expressed their willingness to disengage from our Company after this meeting. In line with extant laws, Messrs BDO professional Services have been engaged to act as the External Auditors of our Company.

7.0 FUTURE PROSPECTSIt is evident that the business environment will be more daunting in 2015 if the collapse of crude oil prices, high foreign exchange rate and overall political environment, are anything to go by. However, by working together, keeping focus on our priorities and putting our consumers first, we will mitigate the devastating effects of the prevailing challenges in the economy on the Company. We keep costs under a shard focus and we are diligent in our financial management. We will also ensure that our practices are anchored on good corporate governance and robust risk management.

We remain firmly committed to establishing our Company as a broad based Paint manufacturer of world class capability and repute. Your Board is totally focused on the future and the performances of Management so as to significantly improve our market share in the near future.

8.0 CONCLUSIONLadies and Gentlemen, on behalf of the Board and Management, I thank our suppliers and other service providers for their confidence in our relationships. I particularly thank you, our highly esteemed shareholders, for your understanding, support and cooperation.

I thank my colleagues on the Board, once again, for their co-operation and support over the past one year; and to say that I remain encouraged by your invaluable contributions during the deliberations of the Board. I am well aware that a lot of challenges still lie ahead and that shareholders' expectations are high but we believe that we are properly positioned for accelerated growth and in volume and profit in the near future.

Thank you very much.

Sir Remi Omotoso, MFR

Chairman's Statement (Contd.)


Year Authorised

(N'000) Issued

(N'000) Consideration Dividend (N'000) DPS

Increase Cumulative Increase Cumulative

1982 2,000 2,000 1,400 1,866 Bonus

1986 - 2,000 622 2,488 Bonus

1988 1,500 3,500 622 3,111 Bonus

1990 10,000 13,500 10,000 13,111 Cash

1992

13,500

13,111 3,139

1993 1,500 15,000 622 13,733 Bonus 4,323 7K

1994

15,000

13,733 1,900

1995

15,000

13,733 2,571 10K

1996 45,000 60,000 23,444 37,177 Cash 14,715 20K

1998

60,000

37,177 14,715 10K

1999

60,000

37,177 22,003 15K

2000

60,000

37,177 29,149 20K

2001 40,000 100,000 35,695 72,872 Bonus 58,298 40K

2002

100,000

72,872 72,872 50K

2003

100,000

72,872 65,585 45K

2004 - 100,000 24,291 97,163 Bonus 38,865 20K

2005 50,000 150,000 24,291 121,454 Bonus

2008 500,000 650,000 - 145,745 Bonus 29,150 10K

2009

650,000

145,745

2010

650,000 16,755 162,500

2011

650,000

162,500

2012

650,000

162,500

2013

650,000

162,500

2014

650,000

162,500

Share Capital Build-up


Results at A Glance

FINANCIAL HIGHLIGHTS

GROUP

COMPANY

2014

2013

2014

2013

Turnover

1,340,103

1,587,612

1,340,103

1,500,112

Profit before interest & tax

84,179

168,972

87,648

95,755

Finance costs 121,541 117,783

121,541 117,783

(Loss)/profit before taxation (37,363) 51,189

(33,893) (22,028)

Taxation 787 (4,121)

787 (4,121)

Loss/profit after taxation (36,575) 47,068

(33,106) (26,149)

Dividend paid - -

- -

Shareholders fund 645,714 689,800

581,626 622,382

(Loss)/earnings per share -kobo (13) 16

(11) (9)

NON-IFRS STATEMENTS

Company

2014 2013 2012 2011 2010

ASSETS / LIABILITIES N'000 N'000 N'000 N'000 N'000

Property, plant and equipment 1,701,502 1,738,406 1,793,748 1,855,818 1,920,529

Intangible assets - - - 463 955

Investment in subsidiary 9,600 9,600 9,600 - -

Deferred tax assets 254,538 254,538 160,888 176,669 171,122

Called up shares not paid 16,755 16,755 16,755 16,755 16,755

Net current liabilities (237,728) (172,536) (199,113) (180,105) (76,996)

Deferred tax liabilities (515,687) (521,521) (431,590) (454,913) (480,256)

Borrowings (622,303) (671,616) (673,288) (714,422) (801,360)

Employee benefits (25,051) (29,028) (20,262) (16,488) (6,685)

Finance lease obligation - (2,216) (3,750) (4,681) (3,717)

NET ASSETS 581,626 622,382 652,988 679,096 740,347

CAPITAL AND RESERVES

Share capital 162,500 162,500 162,500 162,500 162,500

Share premium 10,485 10,485 10,485 10,485 10,485

Retained earnings 408,641 449,397 480,003 506,111 567,362

581,626 622,382 652,988 679,096 740,347

PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Turnover 1,340,104 1,500,112 1,472,734 1,362,715 1,184,594

Profit/(loss) before taxation (33,893) (22,028) (25,844) (80,304) (231,935)

Taxation 787 (4,121) 1,887 26,213 (4,439)

Profit/(loss) after taxation (33,106) (26,149) (23,957) (54,091) (236,374)

Per share data (Kobo):

Loss Basic/diluted (11) (9) (8) (19) (81)

Net assets 179 192 201 209 228

Five-year Financial Summary


NON-IFRS STATEMENTS

Group

BALANCE SHEET 2014 2013 2012

ASSETS / LIABILITIES N'000 N'000 N'000

Property, plant and equipment 1,701,502 1,741,238 1,799,413

Deferred tax assets 254,538 254,538 160,888

Called up shares not paid 16,755 16,755 16,755

Net current liabilities (160,970) (95,141) (197,768)

Deferred tax liabilities (515,687) (521,521) (431,590)

Borrowings (622,303) (671,616) (673,288)

Employee benefits (25,051) (29,028) (20,262)

Finance lease obligation - (2,216) (3,750)

NET ASSETS 648,784 693,009 650,398

CAPITAL AND RESERVES

Share capital 162,500 162,500 162,500

Share premium account 10,485 10,485 10,485

Retained earnings 472,729 516,815 477,133

Total equity attributable to owners of the company 645,714 689,800 650,118

Non-controlling interests 3,070 3,209 280

Total equity 648,784 693,009 650,398

PROFIT OR LOSS AND OTHER COMPREHENSIVE INCO ME

Turnover 1,340,104 1,587,612 1,487,484

(Loss)/profit before taxation (37,362) 51,189 (28,834)

Taxation 787 (4,121) 1,887

(Loss)/profit after taxation (36,575) 47,068 (26,947)

Per share data (Kobo):

(Loss)/earnings - Basic/diluted (13) 16 (9)

Net assets 200 213 200

Financial Summary

BOARD OF DIRECTORS

The Directors who held office during the year were:

1. Sir Remi Omotoso, MFR

2. Mr. Adeola Omosebi

3. Mr. Osa Osunde

4. Mr. Kayode Falowo

5. Erelu Angela Adebayo

6. Mrs. Marie Dan Suleiman

7. Mr. Tony Uponi

8. Mr. Olutoyin Okeowo

9. Mrs. Ochee Vivienne Bamgboye

MANAGEMENT STAFF

1. Mr. Kayode Okuwa - Executive Director, Sales & Marketing

2. O.K. Ade-Bamgboye (Mrs) - GM, Manufacturing

3. Cosmos Siji Fasole - General Manager, Corporate Services

4. Abiodun Yusuf - Chief Compliance Officer

5. Akeem Adeyinka - Cost & Management Accountant

SECRETARIES: GIO Nominees Limited

864B Bishop Aboyade Cole Street,

Victoria Island, Lagos

REGISTRATION NO: 2188

REGISTERED OFFICE: Plot 34, Mobolaji Johnson Avenue, Alausa, Ikeja

REGISTRAR: Citadel Registrars Limited

Plot 30, Oba Akran Avenue,

Ikeja, Lagos.

AUDITORS: Akintola Williams Deloitte

(Chartered Accountants)

235 Ikorodu Road, Ilupeju, Lagos.

Corporate Information


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The Board of Directors has the pleasure in submitting to members the Annual Report along with Financial

Statements for the year ended 31 December, 2014.

1. ACCOUNTS

The Directors submit their report together with the audited financial statements of the Group for the year

ended 31 December 2014

2. FINANCIAL HIGHLIGHTS

GROUP COMPANY

2014 2013 2014 2013

Turnover 1,340,103 1,587,612 1,340,103 1,500,112

Profit before interest & tax 84,179 168,972 87,648 95,755

Finance costs 121,541 117,783 121,541 117,783

(Loss)/profit before taxation (37,363) 51,189 (33,893) (22,028)

Taxation 787 (4,121) 787 (4,121)

Loss/profit after taxation (36,575) 47,068 (33,106) (26,149)

Dividend paid - - - -

Shareholders fund 645,714 689,800 581,626 622,382

(Loss)/earnings per share -kobo (12) 16 (11) (9)

3. LEGAL STATUS

The Company commenced operations in Nigeria in 1960 after it was incorporated as a private limited liability

Company and was converted to a public company in 1979. The Company was listed on the Nigerian Stock

Exchange in 1979.

4. PRINCIPAL ACTIVITIES

The Company manufactures and distributes premium paints and allied products. The Company has 1 (one)

subsidiary, with its principal activities stated as follows:

Subsidiary Principal Activities Date of Percentage

Incorporation Holding thDNM Construction Limited Building and Construction 20 July, 2007 96%

The financial results of the subsidiary have been consolidated in these financial statements.

5. DIVIDEND

The Directors have recommended no dividend for the year.

6. DIRECTORS AND DIRECTORS' INTERESTS

The names of the Directors of the Company are listed in this report.

i. In accordance with Clause 30 of the Company's Articles of Association and section 249 (2) of the

Companies and Allied Matters Act, CAP C20 LFN 2004, Mr. Kayode Falowo, Erelu Angela Adebayo and Mr.

Tony Uponi retire by rotation and being eligible, offer themselves for re-election.

Report of the Directors


Notes to the Consolidated and Separate Financial Statements (Contd.)

35 Contingent liabilitiesAs at 31 December 2014, claims from litigations against the Company amount to N209 million in respect of the following:

ACIMS Limited: An action commenced by ACIMS Limited at the Federal High Court against DN Meyer Plc and 4 others via a Writ of declaratory/injunctive reliefs and an order mandating Greenwich Trust Limited, the 4th Defendant in Summons and Statement of Claim dated 17th August, 2010 seeking inter alia, the matter to transfer to the Plaintiff DN Meyer Plc shares less those units valued at N200, 000, 000 (Two Hundred Million Naira) as per the contract made on 10th August, 2007.

These actions are being contested, and the actual liability is yet to be determined. No provision has been made for these in the financial statements, as the directors are of the opinion that the outcome of the case will be favourable to the Company.

David Shopeju: The claimant claims against the company the sum of N7 million being special damages for the defendant's alleged breach of contract and claimant's loss of his two bedroom flat at Meyer Housing Estate, Kuje Abuja which was allegedly caused by the defendant. The claimant also claims interest on the principal sum at 30% per annum from 4 April 2012 up till the date the judgement in this suit is fully satisfied by the Defendant.

36 Events after the reporting dateThere were no post balance sheet events that could have material effect on the state of affairs of the company as at 31 December 2014 and on the profit or loss and other comprehensive income for the year ended on that date that have not been taken into accounts or disclosed in these consolidated and separate financial statements.

37 Going concern considerationsThe Group has sustained recurring losses over the years and recorded negative working capital. In the current year, it sustained a loss of N44.2 million and recorded negative working capital of N161 million (2013:N95 million). However, these financial statements have been prepared under the going concern assumption relying on the plan of the directors to continue to support the Company. Also, the operations of the Company is improving and it is expected that the company will be in position to generate adequate cash flows in coming years.

38 Approval of financial statementsThe financial statements were approved by the Board of Directors and authorised for issue on 26th March, 2015.

Report of the Directors (Contd.)

ii. In compliance with Section 258 (2) of the Companies and Allied Matters Act, CAP C20, Laws of the

Federation of Nigeria, 2004, the Record of Directors' attendance at Board Meetings is exhibited as

follows:

NAME OF DIRECTOR NUMBER OF NUMBER OF DATE OF

MEETINGS HELD MEETINGS APPOINTMENT

ATTENDED

SIR OLUREMI OMOTOSO 4 4 FEBRUARY, 2010

MR. ADEOLA OMOSEBI 4 4 MARCH, 2010

MR. OSA OSUNDE 4 - MAY, 2004

MR. KAYODE FALOWO 4 4 FEBRUARY, 2010

MR. TONY UPONI 4 3 JULY, 2010

MRS. MARIE DAN SULEIMAN 3 3 JULY, 2010

ERELU ANGELA ADEBAYO 4 4 JULY, 2010

MR. OLUTOYIN OKEOWO 4 2 NOVEMBER, 2012

MRS. OCHEE BAMGBOYE 1 1 DECEMBER, 2014

iii. Date of board meetings

th1. 26 March, 2014th2. 18 June, 2014th3. 10 September, 2014th4. 16 December, 2014

I. In conformity with the code of Best Practices in Corporate Governance, the Directors worked through 2

(two) committees from among its members and reporting to the Board as follows:

A Strategy, Finance and General Purpose Committee

NAME OF DIRECTOR NUMBER OF MEETINGS NUMBER OF MEETINGS

HELD ATTENDED

MR. KAYODE FALOWO 5 5

MR. OSA OSUNDE 5 2

MR. OLUTOYIN OKEOWO 5 5

MR. ADEOLA OMOSEBI 5 5

A(i) Date of Strategy, Finance and General Purpose Committee Meetingsth1. 15 January, 2014th2. 17 June, 2014th3. 27 June, 2014

th4. 8 August, 2014th5. 19 November, 2014

B. Establishment Committee

NAME OF DIRECTOR NUMBER OF MEETINGS NUMBER OF MEETINGS

HELD ATTENDED

ERELU ANGELA ADEBAYO 3 3

MR. ADEOLA OMOSEBI 3 3

MRS. MARIE DAN SULEIMAN 2 2

MR. TONY UPONI 3 3


The Group's sensitivity to equity prices has not changed significantly from the prior year.

33.7 Credit risk managementCredit risk refers to the risk that counterparty will default on its contractual obligation resulting in financial loss to the Group. The Group has adopted a policy of dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Group uses publicly available financial information and its own trading records to rate its customers.

The Group's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counter parties. Credit exposure is controlled by counterparty limits that are reviewed and approved by management annually.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credits evaluation is performed on the financial condition of accounts receivable and, where appropriate, credit guarantee insurance cover is purchased.

The Group does not have any significant credit risk exposure to any single counterparty or any company of counterparties having similar characteristics. The Group defines counterparties as having similar characteristic.

The Group defines counterparties as having similar characteristics if they are related entities. The credit risk on liquid funds and non-derivative financial instruments is limited because the counterparties are banks with credit-ratings assigned by international credit-rating agencies.

33.7.1 Collateral held as security and other credit enhancementsThe carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the maximum exposure to credit risk as no collateral or other credit enhancements are held.

33.8 Liquidity risk managementLiquidity risk is the risk that the Group is unable to meet its current and future cash flow obligations as and when they fall due, or can only do so at excessive cost. This includes the risk that the Group is unable to meet settlement obligations.

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 company's short-, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

To mitigate this risk, back-up liquidity facilities are in place with a syndicate consisting of high credit, quality financial institutions, in addition to the Group's own liquid funds.

34 Guarantees and other financial commitments charges on assetsThe bank loans and overdrafts are secured by a negative pledge on the Group's assets as stated below:

Skye Bank Plc - advance payment guarantee of N16.8 million.First Bank of Nigeria Plc - Joint ownership of vehicles financed by First Bank of Nigeria Plc.AMCON - Secured on the leasehold property.

Capital expenditureCapital expenditure authorised by the Directors but not contracted was nil (2013: nil)

The Directors are of the opinion that all known liabilities and commitments have been taken into account in the preparation of the financial statements. These liabilities have relevance in assessing the Group's state of affairs.


B(i)Date of Establishment Committee Meetings

th1. 28 January, 2014th2. 16 June, 2014th3. 20 November, 2014

Interests of the directors in the shares of the Company are:

ST STNAME 31 DECEMBER, 2014 31 DECEMBER, 2013

MR. OSA OSUNDE 27, 000, 250 27, 000, 250

MR. KAYODE FALOWO 210, 000 210, 000

None of the Directors has notified the Company for the purposes of Section 277 of the Companies and Allied

Matters Act, CAP C20 LFN 2004 of any disclosable interest in contracts in which the Company was involved as stat 31 December, 2014.

7. SHARE CAPITAL AND SHARE HOLDING

1. The Company did not purchase its own shares during the year.

2. The Authorised share capital of the Company is N650, 000,000 divided into N1,300,000,000 ordinary

shares of 50 kobo each.

3. The issued and called up capital of the Company currently is N162,500,000 divided into N325,000,000

ordinary shares of 50 kobo each.

8. SUBSTANTIAL INTEREST IN SHARES

List of shareholding of 5% and above (Section 95 of CAMA)

NAME 2014 2013

CITIPROPS LIMTED 30.00% 30.00 %

BOSWORTH LIMITED 12.89 % 12.89 %

OSA OSUNDE 9.26 % 9.26 %

No individual shareholder other than as stated above held more than 5% of the issued share capital of the stCompany as at 31 December, 2014.

9. SHARE RANGE ANALYSIS AS AT DECEMBER 31, 2014

SHARE RANGE NO. OF NO. OF % OF

SHAREHOLDERS UNIT HELD SHAREHOLDING

1- 1, 000 2, 012 984, 414 0.34

1, 001 5, 000 2, 933 7, 417, 285 2. 54

5, 001 10, 000 1, 198 8, 399, 375 2. 88

10, 001 50, 000 1, 170 24, 405, 250 8.37

50, 001 100, 000 164 11, 607, 130 3.98

100, 001 500, 000 113 22, 058, 308 7. 57

500, 001 1, 000, 000 10 6, 874, 281 2.36

1, 000, 001 5, 000, 000 11 20, 792, 326 7. 13

5, 000, 001 291, 489, 840 6 188, 951, 471 64.82

TOTAL 7, 617 291, 489, 840 100

10. DONATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Company was alive to its Corporate Social Responsibility during the year. In accordance with Section 38

(2) of the Companies and Allied Matters Act, Cap C20 Law of the Federation of Nigeria 2004, the Company

did not make any donation or gift to any political party, political association or for any political purpose in

the course of the year under review.




Market risk exposures are measured using value-at-risk (VaR) analysis supplemented by sensitivity

analysis. There has been no change to the Group's exposure to market risks or the manner in which these

risks are managed and measured.

33.5.1 Foreign currency risk management

The Group undertakes some of its transactions denominated in foreign currencies mainly US Dollars;

consequently exposures to exchange rate fluctuations arise. To manage the income statement volatility

attributable to this foreign exchange risk, the foreign exchange exposure of future committed and

uncommitted cash flows are mitigated through the use of foreign exchange forwards and currency

option contracts within the parameters defined by the treasury policy. Committed cash flows relate to

certain contractual rights or obligations. Uncommitted cash flows are highly probable future cash flows

for which the Group does not yet have a contractual right or obligation.

The Group is not exposed to foreign currency risk as at year end (2013: Nil).

33.5.2 Interest rate risk management

DN Meyer Plc is exposed to interest rate risk because companies in the Group borrow funds at both fixed

and floating interest rates. Currently, DN Meyer Plc has term debts and actively monitors interest rate

exposures so as to minimise the effect of interest rate fluctuations on the statement of profit or loss.

The Group's exposures to interest rates on financial assets and financial liabilities are detailed in the

liquidity risk management section.

Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for non

derivative instruments at the reporting date. For floating rate liabilities, the analysis is prepared

assuming the amount of liability outstanding at the reporting date was outstanding for the whole year. A

10 per cent increase is used when reporting interest rate risk internally to key management personnel

and represents management's assessment of the reasonably possible change in interest rates.

If interest rates had been 10 per cent higher and all other variables were held constant, the Group's:

- loss for the year ended 31 December 2014 would decrease by N12.1 million (2013: increase by 11.6

million). This is mainly attributable to the Group's exposure to interest rates on its borrowings; and

- other comprehensive income would decrease by N12.1 million (2013: increase by N11.6 million)

mainly as a result of the changes in the fair value of available-for-sale fixed rate instruments.

33.6 Other price risksThe Group is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The Group does not actively trade these investments. 33.6.1 Equity price sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 30% lower:

- loss for the year ended 31 December 2014 would have been unaffected as the equity investments are classified as available-for-sale and no investments were disposed of or impaired; and

- other comprehensive income for the year ended 31 December 2014 would increase by Nil (2013: Nil) as a result of the changes in fair value of available-for-sale shares.

The Company carried out the following Corporate Social Responsibilities:

1. Painting of the school for the handicapped in Ibadan, Oyo State.

2. Painting of the KemtaAdire market, Itoku, Abeokuta in partnership with the Ministry of Culture and

Tourism in Ogun State.

3. Painting of the Kerbs along Mobolaji Johnson Avenue, Alausa and Ikosi Road.

11. RESEARCH AND DEVELOPMENT

In order to maintain and enhance skills and abilities, the Company's policy of continuously researching into

new products and services was maintained.

12. EMPLOYMENT AND EMPLOYEES

1. Employment of disabled persons

It is the policy of the Company that there is no discrimination in considering applications for

employment including those from disabled persons. All employees whether or not disabled are given

equal opportunities to develop their experience and knowledge and to qualify for promotion in

furtherance of their careers. As at 31 December, 2014 there was no disabled person in the employment

of the Company.

2. Health, safety at work and welfare of employees.

Health and safety regulations are in force within the premises of the Company. The Company provides

subsidy in transportation, housing, meal and medical to all employees.

3. Employee involvement and training

The Company is committed to keeping employees fully informed regarding its performance and

progress and seeking their views wherever practicable on matters which particularly affect them as

employees.

Management, professional and technical expertise are the Company's major assets and investments to

develop such skills continues.

The Company's expanding skill base has been extended by the provision of training which has

broadened opportunities for career development within the organization.

Incentive schemes designed to meet the circumstances of each individual are implemented wherever

appropriate.

13. AUDIT COMMITTEEthThe members of the statutory Audit Committee appointed at the Annual General Meeting held on 11

September, 2014 in accordance with Section 359 of CAMA were:

Mr. S.S. Taiwo

Dr. Joseph Asaolu

NAME DESIGNATION NUMBER OF NUMBER OF

MEETINGS MEETINGS

HELD ATTENDED

DR. JOSEPH ASAOLU CHAIRMAN 1 1

MR. KAYODE FALOWO DIRECTOR (MEMBER) 4 3

* MR. S.S. TAIWO SHAREHOLDER (MEMBER) 3 3

* MRS. MARIE DAN SULEIMAN DIRECTOR (MEMBER) 3 3

ALHAJI GBADEBO OLATOKUNBO SHAREHOLDER (MEMBER) 3 3



33.3.2 The Company 31/12/2014 31/12/2013

N'000 N'000 Financial assets

Loans and receivables Trade and other receivables 113,252 139,676

Cash and bank balances 134,058 224,053

247,310 363,729

Financial liabilities Financial liabilities at amortised cost

Trade and other payables 555,651 572,098 Borrowings 746,595 838,549

1,302,246 1,410,647


33.4 Financial risk management objectives

The Group is exposed to a range of financial risks which predominantly arise from changes in foreign

exchange rates, interest rates and money market liquidity. A financial risk management framework is in

place, where appropriate, to mitigate any negative impact this may have on the Group's reported results.

The Group has exposure to the following risks:

- Market risk

- Credit risk

- Liquidity risk

- Other price risk

The Group's senior management oversees the management of these risks. As such, the Group's senior

management is supported by a financial risk committee that advises on financial risks and the

appropriate financial risk governance framework for the Group. The financial risk committee provides

assurance to the Group's senior management that the financial risk-taking activities undertaken by the

Group are governed by appropriate policies and procedures and that financial risks are identified,

measured and managed in accordance with Group's policies for risk.

This policy provides guidance over all treasury and finance-related matters and is underpinned by

delegated authority guidelines and detailed procedures. The main objectives of the policy are to ensure

that sufficient liquidity exists to meet the operational needs of the business, to maintain the integrity and

liquidity of the investment portfolio, and to manage the impact of foreign exchange and interest rate

volatility on the Group's net income.

Risk management policies and systems are reviewed regularly to reflect the changes in market

conditions and the Group's activities.

The Group does not trade in financial instruments, nor does it take on speculative or open positions

through its use of derivatives.

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

summarised below.

33.5 Market risk

Market risk is the risk that the fair values of financial instruments will fluctuate because of changes in

market prices. The Group is exposed to market risk factors such as changes in foreign exchange rates,

interest rates and equity prices.

* Mr. S.S. Taiwo, the former Chairman of the Committee is deceased.

* Dr. Joseph Asaolu has replaced Alhaji Gbadebo Olatokunbo in the Committee.

* Mrs. Ochee Vivienne Bamgboye has replaced Mrs. Marie Dan Suleiman.

13(i) Date of Audit Committee Meetingsth1. 25 March, 2014

th2. 8 August, 2014th3. 16 December, 2014

14. COMPLIANCE WITH REGULATORY REQUIREMENTS

The Directors confirm to the best of their knowledge that the Company has substantially complied with the

provision of the Code and other regulatory requirements.

The Directors further confirm that the Company has adopted the IFRS and has complied substantially with

the provisions thereof.

15. EFFECTIVENESS OF INTERNAL CONTROL SYSTEM

As the Company operates in a dynamic environment, it continuously monitors its internal control system to

ensure its continued effectiveness. In doing this, the Company employs both high level and preventive

controls which will ensure maximum opportunity for prevention of misleading or inaccurate financial

statements, properly safeguard its assets and ensure achievement of its corporate goals while complying

with relevant laws and regulations.

16. POST BALANCE SHEET EVENTS

There were no post balance sheet events that would have had an effect on these financial statements.

17. HUMAN CAPITAL MANAGEMENT

Employee relations were stable and cordial in the year under review.

18. AUDITORS

Messrs Akintola Williams Delloite expressed her willingness to disengage as the Auditor to the Company and

the Board has, subject to the approval of the members of the Company at this Annual General Meeting,

appointed Messrs BDO professional services as the Auditors of the Company

BY ORDER OF THE BOARD

GIO NOMINEES LIMITED

Secretaries

LAGOS NIGERIA




The Group The Company 31/12/2014 31/12/2013 31/12/2014 31/12/2013

N'000 N'000 N'000 N'000 Net Debt Debt 746,595 838,549 746,595 838,549 Cash and cash equivalents (134,242) (224,237) (134,058) (224,053)

Net Debt 612,353 614,312 612,537 614,496

Equity Ordinary shares 162,500 162,500 162,500 162,500 Share premium 10,485 10,485 10,485 10,485 Retained earnings 472,729 516,815 408,641 449,397 Non-controlling interest 3,070 3,209 - -

648,784 693,009 581,626 622,382

Net debt to equity ratio 0.94 0.89 1.05 0.99

Gearing ratioThe gearing ratio at the end of the reporting was as follows:

Net debt to equity ratio

i Debt is defined as long and short term borrowings.

ii Equity includes all capital and reserves of the Group that are managed as capital (including non-controlling interests).

33.2 Significant accounting policiesDetails of the significant accounting policies and methods adopted (including the criteria for recognition, the basis of measurement and the bases for recognition of income and expenses) for each class of financial asset, financial liability and equity instrument are disclosed in Note 3.

33.3 Categories of financial instruments The Group's financial assets and financial liabilities as at the reporting date is tabulated below: 33.3.1 The Group 31/12/2014 31/12/2013

N'000 N'000 Financial assets

Loans and receivables Trade and other receivables 149,878 176,302

Cash and bank balances 134,242 224,237

284,120 400,539

Financial liabilities Financial liabilities at amortised cost

Trade and other payables 515,703 531,513 Borrowings 746,595 838,549

1,262,298 1,370,062

In accordance with the provisions of Section 359 (6) of the Companies and Allied Matters Act, CAP C20 Laws of the

Federation of Nigeria , 2004, we, the Members of the Audit Committee of DN Meyer Plc, having carried out our

statutory functions under the Act, hereby report that:

(a) the accounting and reporting policies of the company are in accordance with legal requirements and agreed

ethical practices;

st(b) the scope and planning of both the external and internal audit programmes for the year ended 31

December, 2014 are satisfactory and reinforce the company's internal control system;

(c) having reviewed the external auditors' findings and recommendations on management matters we are

satisfied with management response thereon.

Finally, we acknowledge the cooperation of management in the conduct of these duties.

Dr. Joseph Asaolu

Chairman

Members of Audit Committee:

Dr. Joseph Asaolu Chairman/Shareholder

Mr. Kayode Falowo Non-Executive Director

Mrs. Ochee Bamgboye Independent Director

Report of the Audit Committee


Key management personnel

The key management personnel of the Group include its directors (both executive and non-executive)

and other identified key management staff.

Sir Remi Omotoso, MFR Chairman

Adeola Omosebi Managing Director Resigned 31 December, 2014

Kayode Okuwa Executive Director - Sales & Marketing

Osa Osunde Non-executive Director

Kayode Falowo Non-executive Director

Tony Uponi Esq. Non-executive Director

Erelu Angela Adebayo Non-executive Director

Mrs Marie Dan-Suleiman Non-executive Director Resigned 10 September, 2014

Toyin Okeowo Non-executive Director

Outstanding balances due to related party Group Company

31/12/2014 31/12/2013 31/12/2014 31/12/2013 N'000 N'000 N'000 N'000

DNM Construction Limited - - 46,219 47,370

- - 46,219 47,370

32.1 Remuneration of key management personnel

The remuneration of the directors, who are the key management personnel of the company, is set out on note 29.

Substantial interest in shares List of shareholding 5% and more:

31/12/2014 31/12/2013

Number % Number %

Citiprops Limited 87,454,451 30.00% 87,454,451 30.00%

Bosworth Limited 37,565,658 12.89% 37,565,658 12.89%

OsaOsunde 27,000,250 9.26% 27,000,250 9.26%

No individual shareholder other than as stated above held more than 5% of the issued share capital of the Company as at 31 December, 2014.

No dividend was paid or proposed to be paid in the year in respect of ordinary shares held by the Companys directors.

33 Financial Instruments

33.1 Capital risk managementThe Group manages its capital to ensure that the entities in the Group will be able to continue as going concern while maximising the return to stakeholders through the optimisation of equity. The company's overall strategy remains unchanged from 2011.

The capital structure of the Group consists of net debt (borrowings offset by cash and bank balances) and equity of the Group (issued capital, retained earnings and non-controlling interests).

The Group is not subject to any externally imposed capital requirements.

The Group's risk management committee reviews the capital structure on an annual basis. As part of this review, the committee considers the cost of capital and the risks associated with each class of capital.


The Directors of DN Meyer Plc are responsible for the preparation of the consolidated and separate financial

statements that give a true and fair view of the financial position of the Group and Company as at 31 December

2014, and the results of its operations, cash flows and changes in equity for the year then ended, in compliance

with International Financial Reporting Standards ("IFRS") and in the manner required by the Companies and

Allied Matters Act of Nigeria and the Financial Reporting Council of Nigeria Act, 2011.

In preparing the consolidated and separate financial statements, the Directors are responsible for:

l properly selecting and applying accounting policies;

l presenting information, including accounting policies, in a manner that provides relevant, reliable,

comparable and understandable information;

l providing additional disclosures when compliance with the specific requirements in IFRSs are insufficient to

enable users to understand the impact of particular transactions, other events and conditions on the Group

and Company's financial position and financial performance; and

l making an assessment of the Group and Company's ability to continue as a going concern.

The Directors are responsible for:

l designing, implementing and maintaining an effective and sound system of internal controls throughout the

Group and Company;

l maintaining adequate accounting records that are sufficient to show and explain the Group and Company's

transactions and disclose with reasonable accuracy at any time the financial position of the Group and

Company, and which enable them to ensure that the financial statements of the Group and Company comply

with IFRS;

l maintaining statutory accounting records in compliance with the legislation of Nigeria and IFRS;

l taking such steps as are reasonably available to them to safeguard the assets of the Group and Company; and

l preventing and detecting fraud and other irregularities.

Going Concern:

The Directors have made an assessment of the Group and Company's ability to continue as a going concern and

have no reason to believe the Group and Company will not remain a going concern in the year ahead.

The consolidated and separate financial statements of the Group and Company for the year ended 31 December

2014 were approved by Directors on 26th March 2015.

On behalf of the Directors of the Company.

Sir RemiOmotoso, MFR Kayode Falowo

Chairman Director

FRC/2013/IODN/00000003315 FRC/2014/CISN/00000007051

Statement of Directors' Responsibilitiesfor the preparation and approval of the Financial Statements


30 Cash generated from operations

Reconciliation of profit after tax to net cash generated by operating activities:

GROUP COMPANY 31/12/2014 31/12/2013 31/12/2014 31/12/2013

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

(Loss)/profit for the year (44,225) 42,611 (40,756) (30,606)

Adjustments for: Depreciation of property, plant and equipment 69,313 68,807 66,481 65,975

Finance cost 121,541 117,783 121,541 117,783

Interest received (12,172) (29,007) (12,172) (29,007) Profit on disposal of property, plant and equipment (556) (3,166) (556) (3,166)

Operating cash flows before movements in working capital 133,901 197,028 134,538 120,979

Decrease in inventories 11,617 121,030 11,617 32,169 Decrease/(increase) in trade and other receivables 26,424 (74,705) 26,424 44,201 (Increase)/decrease in other assets (2,791) 1,147 (2,791) 747 (Decrease)/increase in trade and other payables (15,811) (1,531) (16,448) 45,390 (Decrease)/increase in current tax liabilities (767) 677 (767) 677 Decrease in finance lease obligation (2,414) (2,829) (2,414) (2,829) (Decrease)/increase in employee benefits (3,977) 8,766 (3,977) 8,766

Decrease in deferred tax (5,834) (3,719) (5,834) (3,719)

140,348 245,864 140,348 246,381

31 Non-cash transactions

There were no non-cash transactions during the year ended 31 December 2014 (2013:Nil).

32 Related party transactions

There were no related party transaction during the year. Outstanding balances between the company

and its related party during the year are disclosed below:

Identity of related parties

The related parties to the Company include:

DNM Construction Limited - A 96% owned subsidiary of the Company involved in the business and

trade of builders, architects and contractors for construction of any kind and for demolition of any

structure.




GROUP COMPANY 31/12/2014 31/12/2013 31/12/2014 31/12/2013

26 Share premium

N'000

N'000

N'000

N'000

At 1 January

10,485

10,485

10,485

10,485

Closing balance

10,485

10,485

10,485

10,485

31/12/2014

31/12/2013

31/12/2014

31/12/201327 Retained earnings

N'000

N'000

N'000

N'000

At 1 January

516,815

477,133

449,397

480,003(Loss)/profit attributable to owners of the company (44,086) 39,682 (40,756) (30,606)

At 31 December 472,729 516,815 408,641 449,397

29 Directors and employees GROUP COMPANY

29.1 Directors 31/12/2014 31/12/2013 31/12/2014 31/12/2013 N'000 N'000 N'000 N'000Emoluments:

Fees 1,250 625 1,250 625Other remuneration and allowances 21,160 18,325 21,160 18,081 22,410 18,950 22,410 18,706

The number of Directors whose gross emoluments were within the following ranges are:

GROUP COMPANY 31/12/2014 31/12/2013 31/12/2014 31/12/2013 Number Number Number Number Range (N) 1,000,001 - 2,000,000 - - - -3,000,001 and above 1 1 1 1

1 1 1 1

29.2 Employees The average number of employees employed during the year:

GROUP COMPANY

31/12/2014 31/12/2013 31/12/2014 31/12/2013

Number Number Number Number

Junior 61 59 61 59

Senior 65 77 65 77Management 9 6 9 6

135 142 135 142

The aggregate payroll costs:

N'000

N'000

N'000

N'000

Wages, salaries, allowances and other benefits

184,685

214,442

184,685

214,442

Pension and social benefits

19,643

25,689

19,643

25,689Staff training

655 598 655 598

204,983 240,729 204,983 240,729

1. INTRODUCTIONThis policy gives guidelines on the sale and purchase of securities of DN Meyer Plc (“the Company”) by any of

its staff including Directors and Key Management Personnel.

Key Management Personnel are those persons having authority and responsibility for directing and

controlling the day to day activities of the Company, including any Director (whether Executive or Non-

Executive).

The Company has determined that its Key Management Personnel are- Directors and other Executive

Committee (EXCO) Members as defined in its organogram.

All staff, including Directors and the other stated Key Management Personnel, are encouraged to be long-

term holders of the Company's securities. However, it is important that care is taken in the timing of any

purchase or sale of such securities. The purchase of these guidelines is to assist all staff (but more particularly

Directors and Key Management Personnel) to avoid conduct known as 'insider trading'.

Insider trading is the practice of dealing in a company's securities (i.e. shares or options) by a person with

some connection with a company (for example a Director, Employee, Contractor or Consultant) who is in

possession of information generally not available to the public, but which may be relevant to the value of the

company's securities. It may also include the passing on of this information to another. Legally, it is an offence

which carries severe penalties, including imprisonment.

2. WHAT TYPE OF TRANSACTIONS ARE COVERED BY THIS POLICY?This policy applies to both the sale and purchase of any securities of the Company in issue from time to time.

2.1 ProhibitionInsider trading is a criminal offence. It may also result in civil liability. In broad terms, a person will be guilty of

insider trading if:

(a) That person possesses information which is not generally available to the market and, if it were generally

available to the market, would be likely to have a material effect on the price or value of the Company's

securities (i.e. information that is 'price sensitive'); and

(b) That person:(i) Buys or sells securities in the Company; or(ii) Procures someone else to buy or sell securities in the Company; or(iii) Passes on that information to a third party where that person knows, or ought reasonably to know, that

the third party would be likely to buy or sell the securities or procure someone else to buy or sell the

securities of the Company.

2.2 Dealing through third partiesThe insider trading prohibition extends to dealings by individual through nominees, agents or other

associates, such as family members, family trusts and family companies (referred to as “Associates” in these

guidelines).

3. GUIDELINES FOR TRADING IN THE COMPANY'S SECURITIES3.1 All staff must not, except in exceptional circumstances, deal in securities of the Company during the

following “Closed Periods”.

(a) The period from 15 days immediately preceding the announcement to the Nigerian Stock Exchange of

the Company's annual results; and 24 hours after the release has been made;(b) The period from 15 days immediately preceding the announcement to the Nigerian Stock Exchange of

the Company's half year results; and 24 hours after the release has been made;(c) The period from 15 days immediately preceding the announcement to the Nigerian Stock Exchange of

each of the Company's quarterly results; and 24 hours after the release has been made;

Securities Trading Policy



Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 45 days. The company has financial risk management policies in place as well as efficient and effective treasury management policies to ensure that all payables are paid within the pre-agreed credit terms.

The directors consider that the carrying amount of trade and other payables approximates to their fair value.

24 Employee benefits

24.1 Defined contribution plans PensionThe group operates a contributory pension scheme for the benefit of its staff with the company and employees contributing 10% and 7.5% of the employees' emoluments respectively. However this has change following the new Pension Act as amended.

The Group and companyThe total expenses recognised in profit or loss of N3.45m (2013: N6.55m) represents contributions paid or payable to these plans by the Group at rates specified in the rules of the plans.

24.2 Retirement benefit obligationThe Group has an obligation for a non-contributory staff gratuity up till May 31, 2014 in line with Board directive, the charge of which is recognised in the statement of profit or loss.

An actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at 31 May 2014 by Giant Consultants Limited, Fellow of the Conference of Consulting Actuaries. The vested benefits for all employees were determined based on the plan rule and calculated figures were made on the basis of discontinuance benefit.

In arriving at the staff liability based on discontinuation of the staff gratuity benefit as at 31 may, 2014, stated below were the assumptions:

In all cases, gratuity computation was based on final salary at the time of discontinuation

An employee who has attained the age of 50 years and has worked continuously for 10 years or more shall have his or her benefits calculated on the basis of total emolument (Basic salary, transport, housing and leave allowances) at the date of discontinuation.

Employees who have worked continuously for 12 years and above will also have their gratuity benefits calculated on the basis of total emolument irrespective of age.

For all other employees different from above, gratuity benefits computation will be based on basic salary alone.

With this discontinuation from June 1, 2014, the company will no longer have obligation to employee in respect of the said scheme.

GROUP COMPANY25 Share capital 31/12/2014 31/12/2013 31/12/2014 31/12/2013

N'000 N'000 N'000 N'000 Authorised: 1,300,000,000 ordinary shares of 50k each

650,000 650,000 650,000 650,000

Issued: 325,000,000 ordinary shares of 50k each

162,500 162,500 162,500 162,500

Issued and not paid: 33,510,000 ordinary shares of 50k each

16,755

16,755

16,755

16,755

Issued and fully paid: 291,490,000 ordinary shares of 50k each 145,745

145,745

145,745

145,745

The Company has one class of ordinary shares which carry no right to fixed income.

(d) A period of two trading days before and 24 hours after any other Nigerian Stock Exchange

announcement by the Company; and(e) Such other periods as the Board may from time to time by notice in writing designate as a closed period.

3.2 Discretion of the BoardThe Board may at its discretion vary the rule in relation to a particular Closed Period by a memo to all staff

including Directors and/or Key Management Personnel either before or during the Closed Period.

However, if a Director or Key Management Personnel of the Company is in possession of price sensitive

information which is not generally available to the market, then he or she must not deal in the Company's

securities at any time.

3.3 No Short-Term Trading in the Company's SecuritiesDirectors and Key Management Personnel must never engage in short-term trading of the Company's

securities for example buying and selling of shares within a period of thirty (30) days.

3.4 Securities in other CompaniesBuying and selling securities of other companies with which the Company may be dealing is prohibited

where an individual possesses information which is not generally available to the market and is 'price

sensitive'. For example, where an individual is aware that the Company is about to sign a major agreement

with another listed Company; they should not buy securities in either the Company (DN Meyer) or the other

Company. This is subject to some defined and legitimate exceptions.

3.5 Notification of period when all staff, Directors and/or Key Management Personnel are not permitted

to tradeThe Company Secretary will endeavour to notify all Directors or Key Management Personnel of the times

when they are not permitted to buy or sell the Company's securities as set out in this Policy. All other staff will

be notified by the Company Secretary via memos which are displayed on the internet.

4. APPROVAL AND NOTIFICATION REQUIREMENTS TO BUY OR SELL THE COMPANY'S SECURITIES;(a) Directors must obtain the prior written approval of the Chairman/ Board(b) The Chairman must obtain the prior approval of the Board.(c) Key Management Personnel must obtain the MD/CEO's approval. (d) All requests to buy or sell securities must include the intended volume of securities and an estimated

time frame for the sale or purchase.(e) Copies of written approvals must be forwarded to the Company Secretary prior to the approved

purchase or sale transaction.

(f) Notification- Subsequent to approval obtained in accordance with clause 4(e), any member of staff who

(directly or through an agent or proxy) buys, sells, or exercises rights in relation to Company's securities must

notify the Company Secretary in writing of the de

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