SlideShare a Scribd company logo
Our Business
Results at a Glance
Notice of Annual General Meeting
Directors and Professional Advisers
Chairman’s Statement
Board of Directors’ Report
The Accounts
Proxy Form
E-Dividend Form
Corporate Directory
5
12
13
14
15
19
33
91
93
95
In
side
3Conoil plc/EnhancingCustomerExperience/2016 Annual Report
4
To be Africa’s leading petroleum marketing
company
To remain the industry’s flagship offering
world-class products and services
To make life abundantly convenient for our
customers with top-class service delivery
VISION
Our
Vision
Mission
Pledge
MISSION
PLEDGE
Conoil plc/EnhancingCustomerExperience/2016 Annual Report
5
The
Good Life
Company
Conoil plc/EnhancingCustomerExperience/2016 Annual Report
The Conoil brand is a symbol of reliability and consistency. The company takes great pride in being
able to satisfy the developing needs of today’s smart and value-seeking customer. Its increasing
investment in research and the continuous improvement in products and services give it a clear
edge over competition. With an enviable retail marketing network of 385 stations that are efficiently
operated, it provides premium service to thousands of customers on a daily basis. This is supported
by an effective and efficient distribution system that guarantees constant availability of products. It
constantly looks beyond providing petroleum products, to enhancing customers’ experience on the
forecourt. To this end, it runs an integrated marketing model covering fuels and non-oil products
that deliver convenience, value and optimum service. Inspired by a dogma to satisfy customers
ultimately, it has reinforced personalized and efficient service to customers in a pleasant, welcoming
environment, while adhering to strict safety parameters. In a proven demonstration of responsiveness
to customers’ needs, and to maintain a clear competitive advantage, the company has commenced
the installation of sophisticated dispensing pumps at its service stations to render an even more
secure, convenient and seamless service to customers. It persistently pushes new frontiers, and will
continue to strengthen its capacity to deliver superior service and fuels to customers. Conoil keeps
your vehicle running efficiently and smoothly, giving you a better driving experience, mile after mile.
FUELS & SERVICES – For a better driving experience mile after mile
6 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
Conoil aviation delivers happiness to hundreds of passengers by expanding their horizon and
keeping them safe in the sky. Advanced technology, strict adherence to safety standards and customer
satisfaction are the cornerstones of its operations. The passion for performance propels it to provide
quality fuel to a host of local and international airlines, resulting in a steady growth rate over the
years. Its cutting-edge facilities pan Nigeria supplies aviation fuel of supreme quality and correct
quantity. It utilizes state-of-the-art technology to deliver superior customer service in an efficient
and cost-effective way. Every passing day, it adds to its strength by engaging in rigorous research
and quality management, and its enviable market share is a testimony to its satisfactory fuels and
services. The aviation team is well-qualified, capable, and highly trained, ensuring that it provides
first-class service in this critical safety area. Its utmost dedication makes it the preferred fueller of all
major domestic and international airlines in the country.
AVIATION - Expanding your horizon
7Conoil plc/EnhancingCustomerExperience/2016 Annual Report
LUBRICANTS - One-stop shop for lubrication solution
Conoil is one of the largest players in Nigeria’s
lubricant industry. It has a brand reputation as the
producer of the only engine oil that touches the
heart of your engine. Equipped with the expertise
and technology to provide the ideal lubricant
solutions for your specific needs, Its engine oils
containtheprecisepropertiesthatyourapplication
and operating conditions require. Conoil’s top-
class lubricant range – Quatro and Golden
Super Motor Oil - originated with highly refined
base stock and efficient additive technology,
provide the best in performance and protection.
Regular use of these engine oils maintain engine
cleanliness, prevent wear and ensures good low
temperature fluidity. The protective layer formed
by the award-wining lubricants deliver reduced
friction and wear, increased viscosity, resistance
to corrosion and oxidation, thereby extending the
life of vehicles. The Company continues to
develop and expand its product offerings to
customers, with a broad array of automotive
engine oils, gear oils, transmission oils
and greases that meet your engine needs
in various pack sizes. Conoil consistently
provides top quality lubricants that are
environmentally-friendly and technologically
superior in quality, while following stringent
environmental regulations. Quatro and
Golden Super are designed for on and off
road applications, ranging from truck and
bus transportation to construction, mining,
agriculture and power generation. Across
industries, Conoil’s premium lubricants
deliver world class protection, excellent
performance and maximum operational
reliability.
8 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
SPECIALIZED PRODUCTS - Delivering energy to fuel your growth
Specialized Product unit, an experienced leader in the delivery of high quality bulk fuel to industrial
customers, is strategically tailored to cater to the needs of diverse sectors of the economy. With a
robust system in place that ensures an efficient, reliable supply of petroleum products to customers,
no matter their location, Conoil fuels the growth of industries. It recognizes that dependability of
supply is of critical importance to its customers and has beefed up its fleet of world-class trucks,
which are always on the road to serve you, supplying all your fuel needs. Every day, hundreds of
vehicles roll out of its depots to travel vast stretches of the country to reach customers, touching
the lives of multitude of people across the country by meeting their energy needs. Through its
vehicle management and tracking system, it ensures that each product is delivered to customers
at the right time and in the right quantity and quality. It supplies all types of fuels to various
magnitude of businesses including breweries, telecommunications companies, multinationals,
banks etc. all with a unique personal touch. Conoil understands the importance of partnership.
It understands the importance of having deliveries where and when it is needed. It understands
that customers need the keenest prices to keep costs at a minimum. It doesn’t just provide service,
it provides peace of mind.
9Conoil plc/EnhancingCustomerExperience/2016 Annual Report
DEPOTS - Strategic storage for safe delivery
Pivotal to Conoil’s operations are the depots,
which are strategically located around the
country. The key imperatives that drive its depot
operations are Health, Safety and Environment.
This safety culture ensures that petroleum
products are safely stored and handled,
without leakages that could damage the soil or
water table. Keeping in view the significance
of catering to the ever rising energy demands
of the country, it prides itself on running and
maintaining a sophisticated storage and supply
infrastructure. Its dedication to provide superior
depository services, backed by vast storage
facilities, spurs it to provide products to different
10 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
customers simultaneously. It has an extensive
transportation infrastructure that facilitates the
transmission and distribution of petroleum products
quickly and efficiently. Its commitment to continue
to provide excellent service to customers is behind
the decision to embark on a massive expansion of
its infrastructure and capabilities. These projects
will increase operational speed, convenience,
safety, efficiency and seamless product distribution,
leaving room for zero delays. It corroborates a
sustainable competitive edge with consistent and
reliable personalized service. Its continued success
is due to its operational excellence.
CONGAS - Enhancing the quality of life
Congas enhances quality of life by being a reliable and efficient supplier of clean, convenient
and safe cooking gas. At the core of its operations is customer convenience. It therefore regularly
implements new initiatives in order to satisfy its customers and provide optimum value. It strives
to continually develop and improve its products and services, encouraging innovation to meet the
developing needs of customers. Congas possesses special characteristics that are unique to it. Its
operations are underpinned by excellence and quality; It deploys modern technology to handle
customer service in an efficient and cost-effective way; Its highly qualified technical team are
always on hand to provide value-added services to customers, ranging from giving expert advice
to rendering support. This has substantially strengthened its position in the market and earned it
the reputation of a dynamic and innovative entity. You can always count on Congas.
11Conoil plc/EnhancingCustomerExperience/2016 Annual Report
12 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
RESULTS AT A GLANCE
Revenue
Profit before taxation
Taxation
Profit for the year
Retained earnings
Share capital
Shareholders’ funds
Per share data
Earnings per share (kobo)
Dividend per share (kobo)
Net assets per share (kobo)
	
85,023,546
4,280,549
(1,442,665)
2,837,884
14,293,934
346,976
18,465,680
409
310
2,661
	
82,919,220
3,448,397
(1,140,840)
2,307,557
13,537,907
346,976
17,709,653
333
300
2,552
	
2.5
24.1
26.5
23.0
5.6
-
4.3
23.0
3.3
4.3
	
2016
N’000
2015
N’000
%
Change
13Conoil plc/EnhancingCustomerExperience/2016 Annual Report
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the forty-seventh Annual
General Meeting of the members of Conoil Plc will
be held at Le Meridien Ibom Hotel and Golf Resort,
Uyo, Akwa Ibom State on Friday, 11 August, 2017
at 11.00 am for the transaction of the following
business:
ORDINARY BUSINESS
To receive the Report of the Directors and the 		
Statement of Financial position as at 31 December,
2016 together with the Statement of Profit or Loss
and Other Comprehensive Income for the year
ended on that day and the Reports of the Auditors
and the Audit Committee thereon.
2. To declare a dividend.
3. To elect and re-elect Directors.
4. To fix the remuneration of the Directors.
5. To authorize the Directors to fix the remuneration 	
of the Auditors.
6. To elect members of the Audit Committee.
NOTES:
1. Proxy
A member of the Company entitled to attend and
vote is entitled to appoint a proxy to attend and vote
instead of him or her. A proxy need not also be a
member of the Company. A Proxy Form is enclosed
and if it is to be valid for the purposes of the meeting,
it must be stamped by the Commissioner of Stamp
Duties and deposited at the office of the Registrar,
Meristem Registrars Limited, 213, Herbert Macaulay
Way, Adekunle, Yaba, Lagos not less than 48 hours
before the time fixed for the meeting.
2. Payment of Warrants
If the dividend recommended by the Directors
is approved at the Annual General Meeting, the
dividend warrants will be posted on 21 August, 2017
to members whose names appear in the Register of
Members at the close of business on 7 July, 2017.
3. Closure of Register
The Register of Members and the Transfer Books of the
Company will be closed from 10 July, 2017 to 14 July,
2017, both days inclusive, to enable the preparation
and payments of dividends.
4. Nominations for The Audit Committee
In accordance with Section 359(5) of the Companies
and Allied Matters Act CAP C 20 LFN 2004, any
member may nominate a shareholder as a member
of the Audit Committee by giving in writing,
notice of such nomination at least 21 days before
the date of the Annual General Meeting. Such
nominations should be guided by the requirements
of the Securities & Exchange Commission’s Code
of Corporate Governance for Public Companies in
Nigeria, 2011.
5. Right of Shareholders To Ask Questions
Shareholders have a right to ask questions not
only at the meeting but also in writing prior to the
meeting and such questions must be submitted to
the Company Secretary on or before the 28 July,
2017.
6. Unclaimed Dividend Warrants and Share
Certificates
Several Dividend Warrants and Share Certificates
of some members remain unclaimed or, are yet
to be presented for payment or returned to the
Company for revalidation. A list of such members
will be circulated with the Annual Report for the
year ended 31 December, 2016. Those who are
affected are advised to write to the Company’s
Registrars.
7. e-Dividend Mandate
Shareholders are hereby advised to open bank
accounts, stockbroking and CSCS accounts for the
purpose of timely receipt of dividend payments. A
detachable e-dividend mandate activation form is
attached to this Annual Report and also available at
the office of the Registrars to enable all shareholders
furnish particulars of their bank accounts / CSCS
details to the Registrars as soon as possible.
BY ORDER OF THE BOARD
Conrad Eberemu
Company Secretary / Legal Adviser
FRC/2017/NBA/00000016701
30 June, 2017
Conoil Plc,
Bull Plaza,
38 / 39, Marina,
Lagos.	
1.
DIRECTORS AND PROFESSIONAL ADVISERS
	 Dr. Mike Adenuga (Jr), GCON
	 Mr. Sanjay Mathur (Indian)
	 Mr. Tejbir Singh Sawhney (Indian)
	 Dr. M. E. Omatsola
	 Mr. Mike Jituboh
	 Mr. Ike Oraekwuotu
	 Engr. Babatunde Okuyemi
	 Mr. Joshua Ariyo
	 Mr. Ademola Idowu
	 Arch. Harcourt Adukeh
	 Miss. Abimbola Michael-Adenuga
	 Mr. Bamidele Ogunnaike
	 Mr. Wasiu Adeyinka Adebiyi
	 Mr. Akin Fabunmi
Mr. Conrad Eberemu
7288
Bull Plaza
38/39 Marina
Lagos
Nexia Agbo Abel & Co
43 Anthony Enahoro Street
Utako
FCT Abuja
www.nexianigeria.com
Meristem Registrars Limited
213 Herbert Macaulay Way, Adekunle
Yaba, Lagos
Email: info@meristemregistrars.com
www.meristemregistrars.com
Sterling Bank Plc
First Bank of Nigeria Limited
Guaranty Trust Bank Plc
- Chairman
- Ag. Managing Director
- Managing Director
- Director
- Director
- Director
- Director
- Director
- Director
- Director
- Executive Director
- Executive Director
- Executive Director
- Executive Director
Appointed on 11 May, 2017	
Resigned on 30 September, 2016	
	
	
	
	
Appointed on 11 May, 2017	
Appointed on 11 May, 2017	
Appointed on 11 May, 2017	
	
Appointed on 11 May, 2017	
Resigned on 21 June, 2016	
Resigned on 11 May, 2017	
Directors:
Company Secretary:
RC Number:
Registered Office:
Auditors:
Registrars:
Bankers:
14 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
Our esteemed shareholders, distinguished
members of the Board of Directors, ladies and
gentlemen, it is with great sense of joy and
fulfilment that I welcome you again to the 47th
annual general meeting of your company.
As it is the practice, I am delighted to present to you
on this historic occasion, yet another impressive
performance recorded during
the financial year ended 31st
December, 2016.
Although our industry is
becoming increasingly tough,
competitive and volatile, I am
pleased to inform you that
we have good reason to be
confident in the capability,
ability and zeal of our team to surmount the
challenges. With our management’s in-depth
knowledge of the market and their consistent
excellent performance on all parameters, we
have enough reason for this optimism.
Notwithstanding the challenging and uncertain
economic terrain under which we operated
in 2016, our balance sheet gives us some
considerable sense of fulfillment that the future
of our great company is indeed assured.
We delivered a healthy performance that is
consistent with our pledge and resolve to you at
our last annual general meeting.
We will continue to offer
Nigerians, in every part of the
country, world class services
and products through our
retail stations and other viable
channels available to us, with a
view to enriching their lives and
living standards.
As a prelude to our financial performance for
the year, please permit me to present a review
of important issues of 2016 that influenced our
operations, achievements and operating results,
and our outlook for 2017.
CHAIRMAN’S STATEMENT
15Conoil plc/EnhancingCustomerExperience/2016 Annual Report
CHAIRMAN’S STATEMENT
2016 SOCIO-ECONOMIC TRENDS
The Nigerian economy experienced serious
challenges in 2016. With global oil prices
plummeting to below $40 per barrel, down from
highs of $115 in 2014, the economy slipped into
recession by the first quarter of that year after
contracting by 1.54 percent.
The slump in global crude prices was not helped
either by the decline in Nigeria’s oil production,
which remained the main stay of the country’s
economy. Production averaged 1.833 million
b/d compared to 2.13 million b/d in 2015. This
reduction has largely been attributed to vandalism
in the Niger Delta region. The spate of militant
attacks on gas pipelines also significantly affected
quiteanumberofthecountry’ssocialandeconomic
facilities particularly electricity generation, thereby
worsening power supply and increasing cost of
production as companies relied on alternative
power sources.
In the same vein, the decline in oil production and
global oil prices severely affected the revenue of
the Federal Government leading to a combination
of spending cuts and scarcity of foreign exchange.
The Naira struggled against increasing foreign
exchange demands and dwindling supply leading
to increasing variances between official and black
market rates.
The effect was also felt, in real terms, by the
critical sectors of the economy which contracted
by 4.32 percent compared to a decline of 1.46
percent recorded in 2015. Headline inflation rose
significantly to 18.55 percent at the end of 2016
from 9.62 percent in January.
Of course, the downstream petroleum industry
had its fair share of the contracted economy. The
foreign exchange scarcity and the prohibitive cost
of funds were major hindrances to marketers’
bid to aggressively import petroleum products.
Predictably, the commercial banks were reluctant
and unwilling to give credit lines to support
the business of the downstream because of its
volatility. This hindered, a great deal, the business
projections of all marketers.
The Federal Government tried to ameliorate the
situation when, in the middle of the year in review,
it took the decision to de-peg the naira from the
dollar and introduced a managed float to allow
for a more flexible exchange market.
The partial reform in the foreign exchange market,
and the government’s directive to upstream oil
producers to make available dollars for major
marketers to import, however, yielded little or no
impact forcing marketers to halt fuel importation
by the third quarter of 2016.
Despite the economic turbulence, expectations
were that the improvement in the macroeconomic
environment recorded especially in the fourth
quarter of 2016 and the efforts of the Federal
Government to maintain fiscal discipline, would
stimulate economic activity in the short to medium-
term.
Suffice to say that the developments enumerated
above, adversely impacted our business and
significantly increased our operating costs.
However, there are hopes that the Federal
Government would reverse the odds in 2017
and ensure a congenial business climate that will
propel sustainable growth.
PROGRESS REPORT
Our financial report shows 2.5 per cent growth in
our business with an appreciable leap in turnover
from N82.91 billion in the previous year to
N85.02 billion; while our gross profit stood at
N4.28 billion against N3.45 billion recorded last
year. The profit after tax increased from N2.30
billion to N2.84 billion, representing 23 per cent
increase. Earnings per share increased by 23 per
cent from 333 kobo to 409 kobo.
Given this commendable performance, your
Directors have decided to recommend for your
CHAIRMAN’S STATEMENT (CONT’D)
16 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
consideration and approval, the sum of N2.15 billion
to be paid out as dividend for 2016. If approved, this
amount shall translate to 310 kobo for every 50 kobo
share held, subject to the deduction of appropriate
withholding tax at the time of payment. This proposed
dividend represents 3.3 per cent increase over what
was paid last year.
SUSTAINABILITY
It is satisfying that we were able to maintain our
operations on the part of growth despite the pervasive
economic uncertainty and peculiar hardships that the
industry, and indeed the country, endured throughout
2016. We succeeded in laying strong foundation to
enhance our overall efficiency and ability to deliver
outstanding results in the years ahead.
This performance, despite challenges enumerated
above, indeed, is modestly impressive. We owe
the excellent results to our strong resolve to keep
improving on our operational performance by
constantly renewing our products and services to
meet the ever-changing demands of customers. Your
company proactively capitalised on every emerging
opportunity in the sector and explored new income
streams so as to boost its relevance in the market
and to constantly grow its market share.
We launched initiatives to strengthen our income
base in the core segments of the business, especially
Retail, Lubricants, and Aviation. Our sales force was
reinforced with core competencies. We concentrated
on moving products to the doorsteps of customers
with exceptional service offerings while upgrading
our facilities to world-class standard to delight our
customers and attract new patronage.
Quatro and Golden Super Motor oil (GSMO), our
top quality lubricants continued to record success
with very high potentials. We consolidated on our
dominance in the aviation business, investing in
modern equipment and winning strategic customers.
Most importantly, our strategy to sustain our growth
in the midst of challenging times is anchored on
our human resource. It is no overstatement to say
that our company’s strength and real source
of wealth creation is the knowledge, skill,
creativity and commitment of our employees. As
mentioned earlier, we are blessed with a sound
management team and a dedicated, industrious
and dynamic workforce. Their unwavering
adherence to our values of professionalism,
hard work, discipline and innovation, in addition
to our Management’s leadership, were critical
contributors to the success in our operations and
their utmost well-being shall continue to be of
paramount importance to the Company.
In summary, our 2016 scorecard reflects
our steadfast and unalloyed commitment to
internal excellence, cost efficiency, manpower
development and strategic planning and
proactive investments. It is also a reflection of the
remarkable support and loyalty we enjoyed from
our customers and patrons, esteemed dealers,
distributors, transporters, suppliers and other
partners.
SAFETY AND SOCIAL RESPONSIBILITY
At Conoil, we passionately believe that
Corporate Social Responsibility embodies an
ardent commitment and social pact with all our
stakeholders. Thus, the company is committed to
creating enduring partnerships for sustainable
development whilst adding immense value to the
diverse communities in which we operate.
During the year in review, we endeavored to
give back to the less privileged residents of our
host communities. It is my pleasure to report to
you that in the last two years, we partnered with
TSL to construct the Ibeto Junction/Marcobar
Road, a 3-kilometer long modern road in Port
Harcourt to enhance the living standards of the
people and promote commerce and industry in
the community. I must add that this gesture is
in addition to our yearly financial support to the
Bundu – Ama community which is the heart of
our Port Harcourt operations office.
We will continue to tailor our business to show
CHAIRMAN’S STATEMENT (CONT’D)
17Conoil plc/EnhancingCustomerExperience/2016 Annual Report
much greater awareness and sensitivity to
emerging social trends and developmental
issues around the communities we operate. We
will also reinforce our reputation by offering vital
support to our host communities to promote the
general well-being of the citizenry.
EMPLOYEE POLICY
Our human resources policy will continue to
ensure that our employees benefit from the
highest standards in terms of policies and
training. We shall remain faithful to ideals that
ensure that everybody feels included, supported
and valued at all times.
We are highly appreciative of our staff’s
dedication and are encouraged to continually
recruit, develop and retain the right mix of
talented people who are aligned with our values
and who can drive our plans for growth.
We remain committed to our policy of offering
the best career experiences and promoting an
enabling environment for all employees.
2017 OUTLOOK
The global economy witnessed greater
momentum in the last quarter of 2016, facilitated
by gains in both developed, emerging markets
and developing economies. Higher oil prices are
expected to provide the biggest boost to growth.
Prices have been on the upward swing following
the majority decision taken in November by
members of the Organisation of Petroleum
Exporting Countries (OPEC) to cut production to
1.2 million barrels per day beginning in January
2017. Prices have been projected to average
$60 per barrel in 2017.
The International Monetary Fund (IMF) has
forecast a GDP growth of 0.6% for Nigeria in
2017, and the Federal Government which has
launched an Economic Recovery and Growth Plan,
has equally expressed optimism that the economic
recession would end by end of second half of 2017.
The recovery is predicated, among several scenarios,
on the back of expected increase in the country’s
crude oil production and the anticipated change
in the Central Bank of Nigeria (CBN’s) foreign
exchange policy.
Distinguished shareholders, I am delighted to inform
you that we are seriously monitoring developments
both in the local and global economy, and adapting
our strategies as appropriate.
The company’s overall strategy shall continue to
positively impact its current size and status, and our
investments in the required areas will continue to
ensure effective and efficient delivery of our avowed
goals.
The upgrading and construction of new facilities
at our installations are nearing completion which
will further bolster the company’s competitive edge
and broaden our customer base in all segments of
the business. We are relentlessly evolving bigger
and better business prepositions with an eye on the
future to continue to deliver excellent results.
In closing, let me express my gratitude to all those
who made it possible for us to achieve this brilliant
result. Thank you all for your support.
DR. MIKE ADENUGA (JR), GCON
CHAIRMAN
CHAIRMAN’S STATEMENT (CONT’D)
18 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
The Directors hereby submit to the members, their Annual Report together with the Audited Financial
Statements for the year ended 31 December, 2016. 								
	
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016
1.	 Legal Status
Conoil Plc (formerly National Oil and Chemical Marketing Plc) was incorporated in 1960 as
a private limited liability company. The Company was converted to a public company on
29 August, 1991. In the year 2000, the Federal Government of Nigeria through the Bureau
of Public Enterprises (BPE) bought 40% issued ordinary shares of the Company held by Shell
Company of Nigeria (UK) Limited. Following the privatization of the Company, Conpetro
Limited acquired 60% of the issued shares of the Company. As a result of a rights offering
by the Company in 2002, Conpetro Limited now holds 74.4% of the issued capital while
members of the Nigerian public hold the remaining 25.6% stake in the Company.
The principal activities of the Company are the marketing of refined petroleum products,
manufacturing and marketing of lubricants, household and liquefied petroleum gas for domestic
and industrial use.		
The following is a summary of the Company’s operating results:		
The Directors recommend the payment of a dividend of 310 kobo per share on the results for the
year 2016.	
The names of the Directors that served during the year are as listed on page 14.		
2. 	 Principal activities
3. 	 Results for the year
4.	Dividends
5. 	 Changes on the Board of Directors
i.	 MR. TEJBIR SINGH SAWHNEY (Indian) resigned as Managing Director of the Company
ii.	 MR. WASIU ADEYINKA ADEBIYI resigned as Director of the Company with effect from 	
	 21 June, 2016.
with effect from 30 September, 2016.
Revenue
Profit Before Tax
Profit After Tax
Proposed Dividend
Share Capital
Shareholders’ Fund
85,023,546
4,280,549
2,837,884
2,151,252
346,976
18,465,680
82,919,220
3,448,397
2,307,557
2,081,856
346,976
17,709,653
2.5
24.1
23.0
3.3
4.3
2016
N’000
2015
N’000
%
Change
19Conoil plc/EnhancingCustomerExperience/2016 Annual Report
The interest of Directors, direct and indirect, in the shares of the Company as recorded in the
Register of Directors’ shareholdings and / or as notified by them for purposes of sections 275
and 276 of the Companies and Allied Matters Act, CAP C 20 LFN 2004 is as follows:		
							
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
6. 	 Directors’ interest in shares
*Dr. Mike Adenuga (Jr) GCON
Mr. Tejbir Singh Sawhney (Indian)
Dr. M. E. Omatsola
Engr. Babatunde Okuyemi
Mr. Mike Jituboh
Mr. Ike Oraekwuotu
Miss Abimbola Michael-Adenuga
Mr. Wasiu Adeyinka Adebiyi
Mr. Akin Fabunmi
Nil
Nil
541
8,500
Nil
Nil
Nil
Nil
Nil
103,259,720
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
103,259,720
Nil
541
8,500
Nil
Nil
Nil
Nil
Nil
103,259,720
Nil
541
8,500
Nil
Nil
Nil
Nil
Nil
Directors
Direct
Number
Indirect
Number
Total
2016
Number
Total
2015
Number
iii.	 MR. AKIN FABUNMI resigned as Executive Director, Finance of the Company with effect from 	
	 11 May, 2017.
iv. 	 MR. SANJAY MATHUR was appointed as Ag. Managing Director of the Company with effect 	
	 from 11 May, 2017.
v.	 MR. BAMIDELE OGUNNAIKE was appointed as Executive Director, Finance of the Company 	
	 with effect from 11 May, 2017.
vi.	 MR. JOSHUA ARIYO was appointed as Non-Executive Director of the Company with effect 	
	 from 11 May, 2017.
vii.	 MR. ADEMOLA IDOWU was appointed as Non-Executive Director of the Company with effect 	
	 from 11 May, 2017.
viii.	 ARCH. HARCOURT ADUKEH was appointed as Non-Executive Director of the Company with 	
	 effect from 11 May, 2017.
For the purposes of Section 277 of the Companies and Allied Matters Act CAP C20 LFN
2004, none of the Directors has notified the Company of any disclosable interests in contracts
involving the Company during the year.
7. 	 Contracts
20 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
*Representing Conpetro Limited
As at 31 December, 2016, the range of shareholdings of the Company was as follows:		
						
9. 	 Major shareholding
8. 	 Shareholdings
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
2016
Number of Shares
2015
Number of Shares% %
Conpetro Limited 		 516,298,603	 74.40	 516,298,603 	 74.40
According to the Register of members, no shareholder of the Company other than
Conpetro Limited, as noted below, held more than 5% of the issued shares of the
Company as at 31 December, 2016.
The shares of the Company were held as follows:
126,411
14,614
1,069
910
108
95
11
10
7.61
3.80
1.12
2.64
1.09
2.90
1.22
79.62
88.26
10.20
0.75
0.64
0.08
0.07
0.01
0.01
126,411
141,025
142,094
143,004
143,112
143,207
143,218
143,228
52,782,264
26,374,907
7,750,624
18,348,293
7,551,344
20,124,584
8,465,206
552,554,895
52,782,264
79,157,171
86,907,795
105,256,088
112,807,432
132,932,016
141,397,222
693,952,117
Share Range No of
Holders
Holders’
%
Holders’
Cum
Units % Units Units Cum
100.00100.00 693,952,117143,228
	 1 1,000
1,001 5,000
5,001 10,000
10,001 50,000
50,001 100,000
100,001 500,000
500,001 1,000,000
1,000,001 and above
21Conoil plc/EnhancingCustomerExperience/2016 Annual Report
10. 	 Share capital history
Pre-1991
1991
1991
1995
1996
1997
1998
2002
2003
2004
47,000,000
125,000,000
150,000,000
28,000,000
75,000,000
75,000,000
200,000,000
200,000,000
200,000,000
200,000,000
350,000,000
350,000,000
350,000,000
28,000,000
28,000,000
42,000,000
21,000,000
24,500,000
117,647,059
57,829,000
28,000,000
28,000,000
56,000,000
84,000,000
126,000,000
147,000,000
171,500,000
171,500,000
289,147,059
346,976,059
14,000,000
56,000,000
112,000,000
168,000,000
252,000,000
294,000,000
343,000,000
343,000,000
578,294,117
693,952,117
Share split
Bonus (1:1)
Bonus (2:1)
Bonus (2:1)
Bonus (6:1)
Bonus (6:1)
Convertible
loan stock
Bonus (5:1)
Year
Increase
N
Increase
N
Cumulative
N
Cumulative
N
Authorised Share Capital Issued and Fully Paid
Number of
Shares Consideration
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
Conoil Plc (“Company”), which commenced operations in 1927 under the name Shell Trading
Company, was incorporated as a limited liability company in 1960 and converted to a public
limited liability company in 1991. Prior to 1991, it had an authorised share capital of N28
million divided into 14 million ordinary shares of N2.00 each, all of which were fully issued and
paid up. These shares were sub-divided into ordinary shares of 50 kobo each in 1991. In 2002,
the authorised share capital of the Company was increased to N350 million divided into 700
million ordinary shares of 50 kobo each. As at 2004, 694 million ordinary shares of 50 kobo
each were issued and paid up.
22 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
Final
Final
Final
Final
Final
Final
Final
Final
Final
Final
Final
Final
Final
Final
Final
31/12/2001
31/12/2002
31/12/2003
31/12/2004
31/12/2005
31/12/2006
31/12/2007
31/12/2008
31/12/2009
31/12/2010
31/12/2011
31/12/2012
31/12/2013
31/12/2014
31/12/2015
21/06/2002
	
20/06/2003
	
27/08/2004
	
25/11/2005
	
27/10/2006
	
31/08/2007
	
29/08/2008
	
18/12/2009
	
22/10/2010
	
24/06/2011
	
30/08/2012
	
04/10/2013
	
30/09/2014
	
23/10/2015
	
28/10/2016
	
0.50
2.00
3.50
2.00
2.50
2.75
2.75
1.00
1.50
2.00
2.50
1.00
4.00
1.00
3.00
171,500,000.0
686,000,000.0
2,024,029,409.5
1,387,904,234.0
1,734,880,292.5
1,908,368,321.8
1,908,368,321.8
693,952,117.0
1,040,928,175.5
1,387,904,234.0
1,734,880,292.5
693,952,117.0
2,775,808,468.0
693,952,117.0
2,081,856,351.0
154,350,000.0
617,400,000.0
1,821,626,468.6
1,249,113,810.6
1,561,392,263.3
1,717,531,489.6
1,717,531,489.6
624,556,905.3
936,835,358.0
1,249,113,810.6
1,561,392,263.3
624,556,905.3
2,498,227,621.2
624,556,905.3
1,873,670,715.9
Div.
No Div. Type Year ended
Declaration
date
Dividend
rate
per share
N
Total amount of
Dividend (gross)
N
Total amount of
Dividend (net)
N
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
11. 	 Dividend payment history
12. 	 Property, plant and equipment
Changes in the value of property, plant and equipment were due to additions and depreciation
as shown in Note 15. In the opinion of the Directors, the market value of the Company’s
properties is not lower than the value shown in the financial statements.					
					
13. 	 Suppliers
The major supplier of the Company’s products is Nigerian National Petroleum Corporation.
14. 	 Distribution network
The distribution of the Company’s products is done through its own network of branches,
numerous dealers and distributors who are spread around the country. The Company has 385
dealers and distributors.
23Conoil plc/EnhancingCustomerExperience/2016 Annual Report
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
Alhaja Bola Alanamu
Mrs. Julianah Ofurhe
Capt. A. Adeyinka
Mrs. M.O. Labinjo
Mrs. Lami Ahmed
Mr. Akin Olanrewaju
Mr. Samuel Dixon
Mr. Sheyi Adebayo
Mrs. Rewane-Fabyan
Mr. Tunde Ogundele
Mrs. C.O. Okonedo
Mrs. Rose Osipitan
Mr. Adewale Adeleye
Capt. Toriseju Ogisi
Mr. Abimbola Olawale
Mr. Kadiri Yunusa
Mr. Samuel Okorho
Golddust Ventures
Philip Dillon Ikpaikpai
A.M and Sons
A. Likoro
Ubolo Okpanachi
Mr. Akinyemi Omoyeni
Mr. Adebambo Bashorun
Marina Service Station
Alapere Mega Station
Kilometer 10
Airport Road Station
Herbert Macaulay Filling
Station, Abuja.
Kado Mega Station, Abuja
Iganmu Station
Eric Moore Service Station
Hughes Avenue Service Station
Toll Gate Mega Station
Western Avenue Service Station
Ipaja Station
G.R.A. Mega Station
Cele Mega Station
Ikate – Lekki Mega Station
Durumi Mega Station, Abuja
Lugbe Extension Mega Station
Utako Mega Station
Obio Mega Station
Kaita Road, Service Station
Sokoto Road, Service Station
Garki Service Station
Chevron Mega Station
Ajah Mega Station
Marina, Lagos Island, Lagos.
3rd Axial Road, Lagos – Ibadan
Expressway, Alapere Area, Lagos.
FAAN Local Airport, Km. 10 Agege Motor
Road, Ikeja, Lagos.
Murtala Muhammed Airport Road, Lagos.
Plot 763, Herbert Macaulay Way, CBD,
FCT, Abuja.
B5, Cadastral Zone, Kado Estate, Kado,
FCT, Abuja.
Old Apapa Road, by Costain
Roundabout, Iganmu, Lagos.
Eric Moore Road, Eric Moore, Surulere,
Lagos.
Herbert Macaulay Way, Alagomeji, Yaba,
Lagos.
Along Lagos – Ibadan Expressway, near
old Toll gate, Alausa, Lagos.
Western Avenue, Barracks Bus Stop,
Surulere, Lagos.
Ipaja Road, Ipaja, Lagos.
Oba Akinjobi Road, by GRA Roundabout,
Ikeja, Lagos.
Cele Bus-stop, Apapa – Oshodi
Expressway, Lagos.
Ikate Elegushi/Lekki, Lekki – Epe
Expressway, Lagos.
B5, Cadastral Zone, Durumi District, Area
1, Durumi, FCT, Abuja.
Plot 199 Cadastral Zone, Airport Road,
Lugbe District, F.C.T, Abuja.
Utako Cadastral Zone B5, Utako District,
F.C.T, Abuja.
Port Harcourt – Aba Express Way, Market
Junction, Port Harcourt City, Rivers State.
Kaita Road, Katsina.
Sokoto Road, Zaria.
42, Festival Road, Area 10, Garki, F.C.T,
Abuja.
Lekki – Epe Express Way, Chevron
Roundabout, Ajah, Lagos.
Lekki – Epe Express Way, Lekki, Lagos
DealerS/No. Station Location of Station
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
Some of the Company’s major dealers and distributors are as follows:
24 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
15. 	 Post balance sheet events
There were no post balance sheet events which could have had a material effect on the state of
affairs of the Company as at 31 December, 2016 and on the profit for the year to that date which
have not been adequately provided for.
16.	 Shareholders’ relations
The Company is conscious of and promotes shareholders’ rights. It continues to take necessary
steps to improve on same. The benefits from contributions, advice and wisdom from the shareholder
members of the statutory Audit Committee remain invaluable.
17. 	 Employment and employees
(i) 	 Employment of disabled persons
The Company’s employment policies ensure that there is no discrimination in considering
application for employment including those of disabled persons. As at 31 December, 2016, no
disabled person was in the employment of the Company.
(ii) 	 Employees involvement
During the year, the Company maintained good relationship with its employees. To enhance
communication between management and staff, management briefings were extended to all levels
of staff during the year. These efforts were supplemented by regular consultative departmental
/ divisional meetings and in-house bulletins to keep employees informed on the state of the
Company’s operations.
(iii) 	 Employees development
The development and training of the Company’s staff continue to receive constant attention. It is the
belief of the Company that the professional and technical expertise of its staff constitutes a major asset.
(iv) 	 Welfare
The Company operates a contributory pension scheme under the Pension Reform Act, 2014 for
the benefit of its employees.
(v) 	 Health
The Company maintains well-equipped medical clinics at its head office and other major
operational/manufacturing locations. This is complemented by free medical services during and
after working hours by medical retainers in locations across the country.
(vi) 	 Safety and environment
To enhance the health and safety of all employees, safety regulations are conspicuously displayed
and enforced in all the Company’s offices and installations.
The Company carries out safety and operations inspections on a regular basis. It also provides safety
equipment in all its installations and retail outlets. In addition, safety training is provided for staff. Fire-
fighting drills are regularly carried out to keep workers at alert in the event of a fire outbreak. The
Company lays emphasis on industrial hygiene and inspection, and provides good sanitary facilities for
its employees. The Company ensures non-pollution of the environment within its areas of operation.
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
25Conoil plc/EnhancingCustomerExperience/2016 Annual Report
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
26 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
18.	 Compliance with code of corporate governance
In the conduct of its business, Conoil Plc ensures the observance of the highest standard of
corporate governance. It complies particularly with the provisions of Code of Best Practices on
Corporate Governance in Nigeria. The Company adopts a responsible approach in its activities by
maintaining a high standard of openness and accountability while also taking into consideration
the interest of stakeholders.
During the year under review, Conoil Plc duly observed all regulations guiding its activities. Conoil Plc
established structures/mechanism to enhance its internal control while the effectiveness of measures for
enhancing operational and compliance control are constantly reviewed.
Complaints Management Policy Framework
The Company is in full compliance with the rule of the Securities and Exchange Commission which
provides that “all Capital Market Operators should develop a Complaints Policy Framework on how
to resolve complaints arising from issues covered under the Investment and Securities Act, 2007 (ISA).
This rule became effective in February 2015.
Securities Trading Policy
In compliance with Rule 17.15, Disclosure of Dealings in Issuers’ Shares, Rulebook of the Exchange 2015
(Issuers Rule), the Company is currently finalizing its Securities Trading Policy as mandated by the Issuers
Rule. The Policy when effective, applies to all Directors, members of the Audit Committee, employees of
the Company and any other person in possession of insider information. The rule prevents these persons
from dealing in the Company’s shares during the Non-Authorized Trading Period, in accordance with the
Investment and Securities Act 2007; and the Post Listing Rules of The Nigerian Stock Exchange.”
18.1 	 The Board
The Board during the period of year 2016 had a Non-Executive Director as Chairman, four (4)
other non-executive Directors and four (4) executive Directors. It provided the required leadership
for the Company for prudent and effective risk management while it also ensured that resources
were available to enable the Company achieve its aims. The Board also reviewed the performance
of Management. The Board during the year held four (4) meetings on 21 April, 2016; 22 June,
2016; 29 August, 2016 and 10 November, 2016. Attendance at the meetings was excellent.
Names of Directors
21 April,
2016
22 June,
2016
22 June,
2016
10 November,
2016
Dr. Mike Adenuga (Jr) GCON P P P P
Tejbir Singh Sawhney (Indian) A P P A
Dr. M.E. Omatsola P P P P
Mr. Wasiu Adeyinka Adebiyi P R R R
Miss. Abimbola Micheal-Adenuga P P P P
Mr. Akin Fabunmi P P P P
Mr. Ike Oraekwuotu P P P P
Mr. Mike Jituboh P P P P
Engr. Babatunde Okuyemi A A A A
Attendance keys: P=Present; A=Absent with apology; N=Not yet appointed; R=Resigned
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
18.2	 Board Committees:
In observance of the Code of Best Practices in Corporate Governance, the Board established
the following committees:
I.	 The Executive Board Committee
The Executive Board Committee, led by the Acting Managing Director and comprising the
Executive Directors, sets the Company’s priorities and targets, allocates resources and ensures
the effective running of the Company. The Executive Board ensures that the Company’s
resources are fully utilized to meet the Company’s goals. The Committee held five meetings
on 4 January, 2016; 19 April, 2016; 16 June, 2016; 11 October, 2016 and 9 December,
2016. Attendance at the meetings was excellent.
Mr. Tejbir Singh Sawhney (Indian)
Mr. Wasiu Adeyinka Adebiyi
Miss Abimbola Micheal-Adenuga
Mr. Akin Fabunmi
Dr. M.E. Omatsola
Mr. Mike Jituboh
Mr. Akin Fabunmi
Mr. Peter K. Awokulehin (Financial
Consultant)
A
P
P
P
P
P
P
P
P
P
P
P
A
P
P
P
P
P
P
P
A
A
P
P
A
A
P
P
Names
Names
4 January,
2016
7 January, 2016
9 December,
2016
11 October,
2016
16 June,
2016
19 April,
2016
8 December, 2016
Attendance keys: P=Present; A= Absent with apology
Attendance key: P=Present
II.	 Operation Review Committee
Members of this Committee are one Executive Director, two non-executive Directors and a
Financial Consultant with the non-executive Director as Chairman of the Committee. The
Committee deliberates on matters relating to the general Operating Expenditure (OPEX),
Capital Expenditure (CAPEX), general finance and administration of the Company and
reports same to the Board. The Committee held two (2) meetings on 7 January, 2016 and 8
December, 2016. Attendance at the meetings was excellent.					
							
27Conoil plc/EnhancingCustomerExperience/2016 Annual Report
Dr. M.E. Omatsola
Mr. Tejbir Singh Sawhney
Mr. Ike Oraekwuotu
Mr. Akin Fabunmi
Mr. Ike Oraekwuotu
Mr. Mike Jituboh
Miss Abimbola Michael-Adenuga	
	
Mr. Wasiu Adeyinka Adebiyi	
	
P
P
P
A	
P
P
P
P
P
A
P
P
P
A
P
P
P
P
P
P
Names
Names
13 May, 2016
12 January, 2016
16 September, 2016
29 July, 2016 12 September, 2016
Attendance keys: P=Present; A= Absent with apology		
			
Attendance keys: P=Present; A=Absent with apology
III.	 Risk Management Committee
The Committee is responsible for evaluating and handling issues relating to risk
management in the Company. The Committee held three (3) meetings on 12 January,
2016, 29 July, 2016 and 12 September, 2016. Attendance at the meetings was excellent.
IV.	 Remuneration Committee
The Committee acts on behalf of the Board on all matters related to the workforce. The
Committee held two (2) meetings on 13 May, 2016 and 16 September, 2016. Attendance
at the meetings was excellent. The members are as follows:
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
28 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
18.3	 Audit Committee
In compliance with Section 359 (3) of the Companies and Allied Matters Act, CAP C20 LFN
2004 and Section 11, Part E of the amended Code of Corporate Governance, the Company
has in place an Audit Committee consisting of six members, three of whom are representatives
of shareholders, one Executive Director and two Non-Executive Directors with the Company
Secretary/Legal Adviser as the Secretary. The Committee has as its Chairman, a member
representing the shareholders and holds meeting from time to time to deliberate on Audit
Scope and Plan, the Time Table of the Company for the year, the Audited Accounts and
unaudited trading results of the Company. They also review the Management Letter prepared
by the External Auditors of the Company.
The Committee carries out an oversight of the Company’s financial controls, the internal audit
functions as well as assessing the external audit process including relating with the external
auditors. These are in addition to the review of the risk management systems.			
										
In the performance of its functions, the Committee has unrestricted, direct
access not just to the internal audit department but also to the external auditors.
Any member may nominate a shareholder as member of the Audit Committee, by giving
notice in writing of such nomination to the Company Secretary at least 21 days before the
Annual General Meeting. The Committee held four (4) meetings on 28 April, 2016, 26 May,
2016, 21 June, 2016 and 26 September, 2016. Attendance at the meetings was very good.	
												
Mr. Oladepo Olalekan
Adesina
Chief Joshua Oluwole
Oginni
Mr. Jonathan Akin
Fawibe
Mr. Mike Jituboh
Mr. Ike Oraekwuotu
Mr. Akin Fabunmi
Chairman rep. of
Shareholders
Member rep. of
Shareholders
Member rep. of
Shareholders
Non-Executive Director
Non-Executive Director
Executive Director
P
P
P
P
A
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
P
Names Designation
26
September,
2016
21 June,
2016
26 May,
2016
28 April,
2016
Attendance keys: P=Present; A=Absent with apology
29Conoil plc/EnhancingCustomerExperience/2016 Annual Report
18.4	 Management Committees
I.	 Executive Management Committee
The Committee is comprised of Senior Management staff and Heads of Department. The
Committee holds its meetings every Friday to deliberate on daily management operations,
business reviews, targets and sundry issues. Members of the Committee are:
	 The Managing Director 	 	 Chairman
	 Executive Director, Retail		 	 	 	 Member
	 Finance Director				 	 	 Member
	 Executive Director, Business Operations 		 Member
	 Financial Adviser 		 Member
	 General Manager, Process and Expenditure 		 Member
	 Chief Operating Officer, Aviation 		 Member
	 Head, Retail Business 			 Member
	 Head, Internal Audit 	 	 Member
	 Head, Central Operations Unit 		 	 Member
	 Head, Apapa Installation 	 	 Member
	 Head, Imports 	 	 Member
	 Head, Supply and Distribution	 	 	 Member
	 Head, Lubricants Business 	 	 Member
	 Corporate Affairs Manager 	 	 Member
	 IT Manager 	 	 Member
	 Financial Controller 	 	 Member
	 Treasurer 	 	 Member
	 Company Secretary/Legal Adviser 	 	 Member
	
II.	 Tender Committee
The Committee holds its meetings every Tuesday and Thursday to conduct negotiation
to obtain the most technically and commercially competitive bid/vendor. The Committee
thereafter makes recommendation to the Management or the Board as the case may be.
The members of the Committee are as follows:
	 Finance Director						 	 	 Chairman
	Financial Adviser							 	Member
	Head, Internal Audit							 	Member
	 Head, Apapa Installation				 	 	 Member
	Procurement Manager						 	Member
	 Head of User Department concerned 	 	 Member
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
30 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
	
III.	 Import Committee
The Committee is responsible for the procurement of petroleum products and to ensure that
petroleum products are available to the Company timely and at the best possible price. The
Committee meets as the need arises on every transaction. The Committee thereafter makes
recommendation to the Management or the Board as the case may be for approval. Members
of the Committee are as follows:
	Managing Director 							 	Chairman
	 Finance Director					 	 		 Member
	Head, Imports							 		Member
	Head, Central Operations Unit						Member
	Head, Internal Audit								Member
IV.	 Process & Expenditure Committee
The Committee sits to consider all processes and 	 identify areas of bottlenecks that may
impede smooth and speedy resolution of issues with a view to having better control in running
of the Company. The Committee also scrutinizes all proposed expenditures of the Company
to determine that the expenditures are reasonable and fair. The Committee meets every week.
The members of the Committee are as follows:
	 General Manager, Process & Expenditure		 			 Chairman
	Financial Controller							 	Member
	Head, Internal Audit								Member
	
18.5	 Conoil Plc and its shareholders	
In its interaction with its shareholders, the Company lays emphasis on effective communication.
Through its reports and the Annual General Meeting, the Board renders stewardship to the
Company’s shareholders. Outside these, the Board has in place other avenues for interaction
with shareholders such as other less formal meetings and contacts. The inclusion of the
representatives of the shareholders in the Audit Committee ensures that the shareholders
are kept abreast of developments in the Company.
18.6	 Donations and Corporate Social Responsibility	
There were no donations in the year.			
The company undertook corporate social responsibility as shown in the table below.
S/N
1.
2.
3.
In Port Harcourt
Ibeto Junction to Marcobar Road
Construction jointly executed with TSL
Financial support to Bundu-Ama
Community (host community) at year ends
3 Nos. Catwalk Construction for Pedestrians
Duration
2014 - 2016
Annually
Up to 2017
Cost Estimate
N147,000.000.00
Varied Sums
N1,000,000.00
18.7 	Internal Financial Controls
The Company has in place procedures and structures for an effective control environment
that promotes an orderly and efficient conduct of the Company’s business. These include the
safeguarding of the Company’s assets and the maintenance of proper accounting records
and financial information among others.			
The Audit Committee also plays a vital role in ensuring a sound system of internal control.
31Conoil plc/EnhancingCustomerExperience/2016 Annual Report
BOARD OF DIRECTORS’ REPORT
for the year ended 31 December, 2016 (Cont’d)
19.	 Conoil Plc And The Law
Conoil Plc ensures compliance with the laws and regulations guiding its operations in Nigeria.
The Company has in place the following policies which are available on the website of the
Company: www.conoilplc.com	
		
i.	 Securities Trading Policy	
ii.	 Complaint Management Policy	
iii.	 Code of Conduct and Business Ethics	
iv.	 Anti-Bribery and Corruption Policy	
v.	 Anti-Money Laundering and Combating Terrorism Financing Policy	
vi.	 Market Conduct Policy	
19.1	 Regulatory Compliance
The Company submitted its Audited Financial Statements for the year ended 31 December,
2016 out of time to the Nigerian Stock Exchange (NSE) and was penalized by the Exchange
for the sum of N2.3 million in 2016. Apart from this, the Company complied with other laws
and regulations.
19.2 	 Interaction with the society
The Company in its activities pays due attention to ethical values, complies with legal
requirements and takes into consideration the various stakeholders comprising not just its
members but also the general populace and communities where it carries on business. The
Company ensures maximum care for the environment where it operates by maintaining the
highest environmental standards. Being an employer, supplier and consumer, Conoil Plc
contributes to the economic growth of the country.
20. 	 Auditors
The Auditors, Messrs Nexia Agbo Abel & Co. have indicated their willingness to continue
in office in accordance with Section 357 (2) of the Companies and Allied Matters Act CAP
C20 LFN 2004. A resolution will be proposed authorising the Directors to determine their
remuneration.				
By Order of the Board
Conrad Eberemu
Company Secretary / Legal Adviser		
FRC/2017/NBA/00000016701		
9 June, 2017
Conoil Plc,
Bull Plaza,
38 / 39, Marina,
Lagos.
32 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
Statement of Directors’ Responsibilities
Independent Auditor’s Report
Report of the Audit Committee
Statement of Profit or Loss and
other Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Statement of Value Added
Five-Year Financial Summary
34
35
39
40
41
42
43
44
89
90
The
Accounts
33Conoil plc/EnhancingCustomerExperience/2016 Annual Report
The Directors of Conoil Plc (“the Company”) are responsible for the preparation of the financial
statements that give a true and fair view of the financial position of the Company as at 31 December,
2016, and the results of its operations, cash flows and changes in equity for the period 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 financial statements, the Directors are responsible for:			
							
•	 properly selecting and applying accounting policies;						
•	 presenting information, including accounting policies, in a manner that provides relevant,
reliable, comparable and understandable information;						
•	 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 Company’s financial position and financial performance; and	
•	 making an assessment of the Company’s ability to continue as a going concern			
			
The Directors are responsible for:	 						
							
•	 designing, implementing and maintaining an effective and sound system of internal
controls throughout the Company;						
•	 maintaining adequate accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any time the financial position
of the Company, and which enable them to ensure that the financial statements of the Company
comply with IFRS;						
•	 maintaining statutory accounting records in compliance with the legislation of Nigeria and 		
IFRS;						
•	 taking such steps as are reasonably available to them to safeguard the assets of the Company;
and						
•	 preventing and detecting fraud and other irregularities.						
							
Going Concern							
The Directors have made an assessment of the Company’s ability to continue as a going concern
and have no reason to believe the Company will not remain a going concern in the year ahead.	
							
The financial statements of the Company for the year ended 31 December, 2016 were approved
by the Directors on 9 June, 2017.							
							
On behalf of the Directors of the Company
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Mr. Sanjay Mathur
Managing Director
FRC/2017/NIM/00000016851
Mr. Bamidele Ogunnaike			
Finance Director			
FRC/2013/ICAN/00000001162
Mr. Ike Oraekwuotu	
Director		
FRC/2016/NIM/00000015427	
	
for the year ended 31 December, 2016
34 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF CONOIL PLC ON THE
AUDIT OF THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Conoil Plc which comprise the statement
of financial position as at 31 December, 2016, the statement of profit or loss and other comprehensive
income, statement of changes in equity, statement of cash flows for the year then ended, a summary
of significant accounting policies and other explanatory information set out on pages 44 to 88.
In our opinion, the financial statements present fairly, in all material respects, the financial position of
Conoil Plc as at 31 December, 2016 and the financial performance and cash flows for the year then
ended in accordance with the International Financial Reporting Standards, Companies and Allied
Matters Act CAP C20 LFN 2004 and the Financial Reporting Council of Nigeria Act No 6, 2011.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company in
accordance with the requirements of the Institute of Chartered Accountants of Nigeria Professional
Code of Conduct and Guide for Accountants (ICAN Code) and other independence requirements
applicable to performing audits of financial statements in Nigeria. We have fulfilled our other ethical
responsibilities in accordance with the ICAN Code and in accordance with other ethical requirements
applicable to performing audits in Nigeria. The ICAN Code is consistent with the International Ethics
Standards Board for Accountants Code of Ethics for Professional Accountants (Parts A and B). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
43 Anthony Enahoro Street Utako
District,
Abuja-Nigeria.
T: +234 (0) 809. 238. 4074
W: www.nexianigeria.com
Opinion
35Conoil plc/EnhancingCustomerExperience/2016 Annual Report
INDEPENDENT AUDITOR’S REPORT TO THE
SHAREHOLDERS OF CONOIL PLC ON THE
AUDIT OF THE FINANCIAL STATEMENTS (Cont’d)
Contingent liabilities
See note 3.14 and note 35 to the financial statements.
How our audit addressed the matter
- We received the list of outstanding litigation 	
and claims and discussed the developments in	
the new and outstanding litigation and claims.
- We considered management’s assessment 	
of the possible outcome of the litigation and 	
claims for selected cases by discussing the 	 	
matters with the legal team.
- We corroborated the discussion held with 	 	
management with confirmations from 	 	
solicitors.
- We recomputed the provisions for significant 	
provisions.
Key audit matter
Contingent liabilities relate to estimates including
costs related to litigation and claims. The
Company is exposed to a number of litigation
and claims from suppliers. In recognising the
contingent liabilities, the Directors determine
their best estimate of related expenses and
liabilities based on their judgment of specific
details of the individual litigation and claims.
Since actual expenses will depend on the
future outcome of the litigation and claims, the
provision for contingent liabilities is subject to
inherent uncertainty.
Other information			
The directors are responsible for the other information. The other information comprises the
Directors’ Report which we obtained prior to the date of this auditor’s report. The other information
does not include the financial statements and our auditor’s report thereon.
Revenue recognition
See note 3.3 and note 5 to the financial statements.
Key audit matter
Revenue is a significant measure of the
performance of the Company.
There is a risk of misstatement of revenue due
to inadequate cut-off procedures or wrong
application of IFRS 15.
How our audit addressed the matter
- Our audit procedures include testing of the 	
design, existence and operating effectiveness of 	
internal control procedures implemented as well 	
as test of details to ensure accurate processing 	
of revenue transactions.
- We obtained and reviewed sales documents 	
to ensure revenue were recognised in line 	 	
with IFRS 15.
- We performed substantive analytical 	 	
procedures and investigated differences in 	 	
excess of the threshold.
- We reviewed basis of valuation of foreign 	 	
denominated contracts.
- We performed cut-off tests to ensure that 	 	
revenue were not under/over stated.
36 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance thereon. In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears
to be materially misstated.
Based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, if we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
											
Responsibilities of management and those charged with governance for the financial
statements	
	
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with the Companies and Allied Matters Act CAP C20 LFN 2004, the Financial Reporting
Council of Nigeria Act No 6, 2011, the International Financial Reporting Standards and for such
internal control as the directors determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.
											
Auditor’s responsibilities for the audit of the financial statements	 			
	
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
										
- Identify and assess the risks of material misstatement of the financial statements, whether due 	 	
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit 	
evidence that is sufficient and appropriate to provide a basis for opinion. The risk of not detecting 	
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud 	
may	involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal 	
control.
- Obtain an understanding of internal control relevant to the audit in order to design audit 	 	 	
procedures that are appropriate in the circumstances, but not for the purpose of expressing an 	 	
opinion on the effectiveness of the Company’s internal control.
INDEPENDENT AUDITOR’S REPORT TO THE
SHAREHOLDERS OF CONOIL PLC ON THE
AUDIT OF THE FINANCIAL STATEMENTS (Cont’d)
37Conoil plc/EnhancingCustomerExperience/2016 Annual Report
INDEPENDENT AUDITOR’S REPORT TO THE
SHAREHOLDERS OF CONOIL PLC ON THE
AUDIT OF THE FINANCIAL STATEMENTS (Cont’d)
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting 	 	
estimates and related disclosures made by the directors.
- Conclude on the appropriateness of the directors’ use of the going concern basis of accounting 	
and based on the audit evidence obtained, whether a material uncertainty exists relating to 	 	
events or conditions that may cast significant doubt on the Company’s ability to continue as a 	 	
going concern. If we conclude that a material uncertainty exists, we are required to draw attention 	 	
in our auditor’s report to the related disclosures in the financial statements or, if such disclosures 	 	
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained 	
up to the date of our auditor’s report. However, future events or conditions may cause the Company	
to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the 	 	
disclosures, and whether the financial statements represent the underlying transactions and events 	 	
in a manner that achieves fair presentation.
										
We communicate with the board of directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
	 									
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
										
Report on other legal and regulatory requirements	 					
In compliance with the requirements of the Sixth Schedule of the Companies and Allied Matters Act CAP
C20 LFN 2004, we confirm that:
										
(i) 	 we have obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;					
(ii) 	 the Company have kept proper books of account, so far as appears from our examination of
those books; and									
(iii) 	 the statements of financial position and comprehensive income are in agreement with the books
of account and returns.
										
	
									
										
Tolulope Fasanya - FRC/2012/ICAN/00000000109						
for: Nexia Agbo Abel & Co	 							
Chartered Accountants								
Abuja, Nigeria	
9 June, 2017
38 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
REPORT OF THE AUDIT COMMITTEE
In compliance with the provisions of Section 359 (6) of the Companies and Allied Matters Act (CAP
C20) Laws of the Federation of Nigeria, 2004, we confirm that we have:				
									
1. 	 Reviewed the scope and planning of the audit requirements					
	
2. 	 Reviewed the External Auditors’ Management Letter for the year ended 31 December,
2016 as well as the Management’s response thereon; and	
					
3. 	 Ascertained that the accounting and reporting policies of the Company for the year ended
31 December, 2016 are in accordance with legal requirements and agreed ethical
practices.											
	
In our opinion, the scope and planning of the audit for the year ended 31 December, 2016 were
adequate and Management’s responses to the External Auditors’ findings were satisfactory.		
											
In addition, the scope, planning and reporting of these Financial Statements were in compliance
with the requirement of the Financial Reporting Standards as adopted by the Company.
							
Mr. Oladepo Olalekan Adeshina
*Chairman
FRC/2013/NIM/00000003678
31 May, 2017
Members of the Audit Committee
Mr. Joshua Oluwole Oginni
Mr. Babatunde Aderenle
Mr. Mike Jituboh
Mr. Ike Oraekwuotu
Mr. Joshua Ariyo
*Waiver obtained from the FRC to allow the Chairman sign the Report of the Audit Committee
as a non member of a professional accounting body.
for the year ended 31 December, 2016
39Conoil plc/EnhancingCustomerExperience/2016 Annual Report
STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
for the year ended 31 December, 2016
The notes on pages 44 to 88 form part of these financial statements.
40 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
Revenue			
Cost of sales			
Gross profit			
			
Other operating income			
Other gains and losses			
Distribution expenses			
Administrative expenses			
Finance cost			
Profit before tax			
			
Income tax expense			
Profit for the year			
Other comprehensive income for the year net taxes
Total comprehensive income			
			
Earnings per share			
Basic earnings per share (kobo)
85,023,546
(70,882,997)
14,140,549
2,280,235
155,237
(2,534,598)
(7,995,977)
(1,764,897)
4,280,549
(1,442,665)
2,837,884
2,837,884
409
82,919,220
(71,381,463)
11,537,757
2,718,438
2,533,281
(2,697,837)
(6,885,734)
(3,757,508)
3,448,397
(1,140,840)
2,307,557
2,307,557
333
5
6
7
8
9
10
11
12
13
14
2016
N’000Note
2015
N’000
as at 31 December, 2016
STATEMENT OF FINANCIAL POSITION
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Investment property
Other financial assets
Prepayments
Deferred tax assets
Total non-current assets
Current assets
Inventories
Trade and other receivables
Prepayments
Cash and bank balances
Total current assets
Total assets
Equity and liabilities
Equity
Share capital
Share premium
Retained earnings
Total equity
Non - Current liabilities
Distributors’ deposits
Deferred tax liabilities
Decommissioning liability
Total non-current liabilities
Current liabilities
Borrowings
Trade and other payables
Current tax payable
Total current liabilities
Total liabilities
Total equity and liabilities
2,438,466
63,680
347,550
10
163,045
2,749,942
5,762,693
5,255,596
16,383,929
135,890
42,295,355
64,070,770
69,833,463
346,976
3,824,770
14,293,934
18,465,680
502,859
428,694
52,141
983,694
8,990,872
37,358,764
4,034,453
50,384,089
51,367,783
69,833,463
3,169,460
74,294
397,200
10
97,104
1,994,988
5,733,056
5,550,287
28,024,348
189,116
29,890,557
63,654,308
69,387,364
346,976
3,824,770
13,537,907
17,709,653
501,697
693,515
38,200
1,233,412
18,235,913
28,859,842
3,348,544
50,444,299
51,677,711
69,387,364
15
16
17
18
19
13
20
21
19
22
23
23
24
27
13
28
22
26
13
2016
N’000Note
2015
N’000
Mr. Sanjay Mathur
Managing Director
FRC/2017/NIM/00000016851
Mr. Bamidele Ogunnaike			
Finance Director			
FRC/2013/ICAN/00000001162
Mr. Ike Oraekwuotu		
Director		
FRC/2016/NIM/00000015427	
	
These financial statements were approved by the Board of Directors on 9 June, 2017 and signed on its behalf
by:
41Conoil plc/EnhancingCustomerExperience/2016 Annual Report
STATEMENT OF CHANGES IN EQUITY
as at 31 December, 2016
Share capital
N’000
Share
premium
N’000
Retained
earnings
N’000
Total equity
N’000
Balance at 1 January 2015
Profit for the year
Other comprehensive income (net of tax)
Total comprehensive income
Dividends to shareholders
Balance at 31 December, 2015
Balance at 1 January, 2016
Profit for the year
Other comprehensive income (net of tax)
Total comprehensive income
Dividends to shareholders
Balance at 31 December, 2016
346,976
346,976
346,976
346,976
3,824,770
3,824,770
3,824,770
3,824,770
11,924,301
2,307,558
2,307,558
(693,952)
13,537,907
13,537,907
2,837,884
2,837,884
(2,081,856)
14,293,934
16,096,047
2,307,558
2,307,558
(693,952)
17,709,653
17,709,653
2,837,884
2,837,884
(2,081,856)
18,465,680
The notes on pages 44 to 88 form part of these financial statements.		
42 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
for the year ended 31 December, 2016
STATEMENT OF CASH FLOWS
Profit before tax			
			
Adjustments to reconcile profit before tax to net cash provided:	
Interest from bank deposits			
Interest on delayed subsidy payment			
Interest on bank overdraft			
Accretion expense			
Depreciation of property, plant and equipment			
Depreciation of investment property			
Amortisation of intangible assets			
Withholding tax credit			
			
Changes in working capital:			
(Increase)/decrease in inventories			
Decrease in trade and other receivables			
(Increase)/decrease in trade and other payables			
Increase in distributors’ deposits			
Cash generated by operations			
Tax paid			
Value added tax paid			
Net cash generated in operating activities			
			
Cashflows from investing activities	 		
Purchase of property, plant and equipment			
Interest received			
Net cash generated by investing activities	 		
Cashflows from financing activities	 		
Interest paid			
Dividends paid			
Net cash used in financing activities	 		
			
Net increase in cash and cash equivalents 	 		
Cash and cash equivalents at 1 January			
Cash and cash equivalents at 31 December
4,280,549
(2,151)
(1,905,104)
1,762,796
2,101
1,184,287
49,650
10,614
294,691
11,627,704
8,807,476
1,162
26,113,774
(1,776,533)
(294,611)
24,042,630
(453,293)
1,907,255
1,453,962
(1,764,897)
(2,081,856)
(3,846,753)
21,649,839
11,654,643
33,304,482
7
7
11
11
15
16
17
13
15
7
11
24
22
3,448,397
(1,719)
(2,544,932)
3,751,819
5,689
1,329,065
49,650
10,614
(44,948)
(34,092)
16,483,649
(14,266,521)
3,350
8,190,021
(2,153,497)
(408,910)
5,627,614
(571,139)
2,546,651
1,975,512
(3,757,508)
(693,952)
(4,451,460)
3,151,666
8,502,977
11,654,643
The notes on pages 44 to 88 form part of these financial statements.			
	
2016
N’000Note
2015
N’000
43Conoil plc/EnhancingCustomerExperience/2016 Annual Report
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December, 2016
								
1.	 The Company
Conoil Plc (“The Company”) was incorporated in 1960. The Company’s authorised share
capital is 700,000,000 ordinary shares of 50k each.
The Company was established to engage in the marketing of refined petroleum products and
the manufacturing and marketing of lubricants, household and industrial chemicals.			
												
1.1	 Composition of Financial Statements	
			
The financial statements are drawn up in Nigerian Naira, the financial currency of Conoil Plc, 	
in accordance with IFRS accounting presentation. The financial statements comprise:	
	 - Statement of profit or loss and other comprehensive income				
	 - Statement of financial position						
	 - Statement of changes in equity						
	 - Statement of cash flows						
	 - Notes to the financial statements	
	 Additional information provided by the management includes:					
	 - Value added statement						
	 - Five-year financial summary						
								
1.2	 Financial period
These financial statements cover the financial year from 1 January, 2016 to 31 December, 	
2016 with comparative figures for the financial year from 1 January, 2015 to 31 December, 		
2015.	
									
2.	 Adoption of new and revised International Financial Reporting Standards (IFRS) 		
	 and Interpretations by the International Financial Reporting Interpretations
	 Committee (IFRIC) 	
	 Accounting standards and interpretations issued but not yet effective		
The following revisions to accounting standards and pronouncements that are applicable to
the Company were issued but are not yet effective. Where IFRSs and IFRIC interpretations listed
below permit early adoption, the Company has elected not to apply them in the preparation of
these financial statements.
The full impact of these IFRSs and IFRIC Interpretations is currently being assessed by the
company, but none of these pronouncements are expected to result in any material adjustments
to the financial statements.							
								
	 Effective for the financial year commencing 1 January, 2017					
	 - Amendments to IAS 7: Disclosure Initiative 							
	 Effective for the financial year commencing 1 January, 2017	 				
	 - Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses 	
	
	 Effective for the financial year commencing 1 January, 2018				
	 - Amendments to IFRS 2: Classification and Measurement of Share-based Payment 	
	 Transactions 		
44 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December, 2016 (Cont’d)
									
	 Effective for the financial year commencing 1 January, 2018				
	 - IFRS 9 Financial Instruments	
							
	 Effective for the financial year commencing 1 January, 2018				
	 - IFRS 15 Revenue from Contracts with Customers	
				
	 Effective for the financial year commencing 1 January, 2019				
	 - IFRS 16 - Leases	
All standards and interpretations will be adopted at their effective date and their implications
on the Company are stated below: 				
IAS 7
IAS 12
Disclosure
Initiative
Recognition
of Deferred
Tax
Assets for
Unrealised
Losses
29 January,
2016
19 January,
2016
1 January,
2017
Early
adoption is
permitted
1 January,
2017
Early
adoption is
permitted
Standard/
Interpretation not yet
effective as at
31 December, 2016	
Summary of the requirements
and assessment of impact
	
Date issued
by IASB
Effective
date periods
beginning on
or after
This amends IAS 7 Statement of
Cashflowtoclarifythatentitiesshall
provide disclosures that enable
users of the financial statements
to evaluate changes in liabilities
arising from financial activities.
The Company will adopt the
amendments for the year ending
31 December, 2017.
The amendment to IAS 12 Income
Taxesclarifiesthefollowingaspects:
• Unrealised losses on debt
instruments measured at fair
value and measured at cost for tax
purposes give rise to a deductible
temporary difference regardless
of whether the debt instrument’s
holder expects to recover the
carrying amount of the debt
instrument by sale or by use.
• The carrying amount of an
asset does not limit the estimation
of probable future taxable profits.
• Estimates for future taxable
profits exclude tax deductions
resulting from the reversal of
45Conoil plc/EnhancingCustomerExperience/2016 Annual Report
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December, 2016 (Cont’d)
IAS 12
IFRS 9
Recognition
of Deferred
Tax Assets for
Unrealised
Losses
Financial
Instruments
19 January,
2016
24 July,
2014
1 January,
2017
Early
adoption is
permitted
1 January,
2018
Early
adoption is
permitted
deductible temporary differences.
• An entity assesses a deferred
tax asset in combination with
other deferred tax assets.
Where tax law restricts the
utilisation of tax losses, an entity
would assess a deferred tax
asset in combination with other
deferred tax assets of the same type.
The Company will adopt the
amendments for the year ending
31 December, 2017.
The IASB issued the final IFRS 9
Financial Instruments Standard, which
replaces earlier versions of IFRS 9
and completes the IASB’s project to
replace IAS 39 Financial Instruments:
Recognition and Measurement.
This standard will have a significant
impact on the Company, which include
changes in the measurement bases
of the Company’s financial assets
to amortised cost, fair value through
other comprehensive income or fair
value through profit or loss. Even
though these measurement categories
are similar to IAS 39, the criteria for
classification into these categories are
significantly different. In addition, the
IFRS 9 impairment model has been
changed from an “incurred loss”
model from IAS 39 to an “expected
credit loss” model, which is expected
to increase the provision for bad debts
recognised in the Company.
The amendments apply retrospectively.
The Company will adopt the
amendments for the year ending
31 December, 2018.
Standard/Interpretation
not yet effective as at
31 December, 2016	
Summary of the requirements
and assessment of impact
	
Date issued
by IASB
Effective
date periods
beginning on
or after
46 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December, 2016 (Cont’d)
IFRS 2
IFRS 15
Classification
and
Measurement of
Share-based
Payment
Transactions
Revenue from
contract with
customers
20 June,
2016
28 May,
2014
1 January,
2018
Early
adoption is
permitted
1 January,
2018
Early
adoption is
permitted
This clarifies the standard in relation to
the accounting for cash-settled share-
based payment transactions that
include a performance condition, the
classification of share-based payment
transactions with net settlement
features, and the accounting for
modifications of share-based payment
transactions from cash-settled to
equity-settled.
This standard replaces IAS 11
construction Contracts, IAS 18
Revenue, IFRIC 13 Customer Loyalty
Programmes, IFRIC 15 Agreements for
the Construction of Real Estate, IFRIC
18 Transfer of Assets from Customers
and SIC-31 Revenue – Barter of
Transactions Involving advertising
Services.
The standard contains a single model
that applies to contracts with customers
and two approaches to recognizing
revenue: at a point in time or over time.
The model features a contract-based
five–step analysis of transactions to
determine whether, how much and
when revenue is recognised.
This new standard will most likely have
a significant impact on the Company,
which will include a possible change
in the timing of when revenue is
recognised and the amount of revenue
recognized.
The Company will adopt the
amendments for the year ending
31 December, 2018.
Standard/Interpretation
not yet effective as at
31 December, 2016	
Summary of the requirements
and assessment of impact
	
Date issued
by IASB
Effective
date periods
beginning on
or after
47Conoil plc/EnhancingCustomerExperience/2016 Annual Report
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December, 2016 (Cont’d)
IFRS 16 Leases 13 January,
2016
1 January,
2019
Under IFRS 16, the distinction made up
to now between operating leases and
finance leases will no longer apply with
respect to the lessee. For all leases, the
lessee recognizes a right of use to an
asset and a lease liability. The right of
use is amortized over the contractual
term in line with the rules for intangible
assets. The lease liability is recognized
in accordance with the rule for
financial instruments pursuant to IAS
39 (or IFRS 9 in future). Write-downs
on the asset and interest on the liability
are presented separately in the income
statement. There are exemptions
when accounting for short-term
leases and low-value leased assets.
The disclosures in the notes to the
financial statements will be extended
and should provide a basis for users
to assess the amount, timing as well
as uncertainties in relation to leases.
For lessors, however, the rules in
the new standard are similar to the
previous rules in IAS 17. They will
continue to classify leases either as a
finance lease or an operating lease.
The directors of the Company do not
anticipate that the application of these
amendments to IFRS 16 will have any
impact on the Company’s financial
statements.
Standard/Interpretation
not yet effective as at
31 December, 2016	
Summary of the requirements
and assessment of impact
	
Date issued
by IASB
Effective
date periods
beginning on
or after
48 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December, 2016 (Cont’d)
3.	 Significant accounting policies
		
3.1	 Statement of compliance	
		
The annual financial statements are prepared in accordance with International Financial
Reporting Standards (IFRSs) and the requirements of the Companies and Allied Matters Act
(CAMA) and the Financial Reporting Council of Nigeria Act.
The financial statements have been prepared on the historical cost basis. Historical cost
is generally based on the fair value of the consideration given in exchange for the assets.
The principal accounting policies adopted are set out below.					
	
							
3.2	 Accounting principles and policies
	 			
The financial statements have been prepared in accordance with the Company’s accounting
policies approved by the Board of Directors of the Company.					
	
								
3.3	 Revenue recognition		
Revenue is measured at the fair value of the consideration received or receivable and represents
amounts receivable for goods and services provided in the normal course of business, net of
discounts and sales related taxes (where applicable).					
Exchanges of petroleum products within normal trading activities do not generate any income
and therefore these flows are shown at their net value in both the statement of profit or loss and
other comprehensive income and the statement of financial position.			
								
3.3.1	 Sale of goods
	 			
Revenue from the sale of goods is recognised when all the following conditions are satisfied:
											
- 	 the Company has transferred to the buyer the significant risks and rewards of ownership of
the goods;					
- 	 the Company retains neither continuing managerial involvement to the degree usually
associated with ownership nor effective control over the goods sold;		
- 	 the amount of revenue can be measured reliably;					
- 	 it is probable that the economic benefits associated with the transaction will flow to the
entity; and					
- 	 the costs incurred or to be incurred in respect of the transaction can be measured reliably.	
				
								
3.3.2	 Interest revenue	
			
Interest income is recognised when it is probable that the economic benefits will flow to the
Company and the amount of revenue can be measured reliably. Interest income is accrued
on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset’s net carrying amount on initial recognition.	
											
49Conoil plc/EnhancingCustomerExperience/2016 Annual Report
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December, 2016 (Cont’d)
3.3.3	 Service income
			
Service income represents income from Entity’s property at service stations while rental income
represents income from letting of the entities building. Both service income and rental income
are credited to the statement of comprehensive income when they are earned.			
						
3.4	 Foreign currency translation	
		
The financial statements of the Company are prepared in Nigerian Naira which is its
functional currency and presentation currency.	
In preparing the financial statements, transactions in currencies other than the Company’s
functional currency (foreign currencies) are recognised at the rates of exchange prevailing at
the dates of the transactions. At the end of each reporting year, monetary items denominated
in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items
carried at fair value that are denominated in foreign currencies are retranslated at the rates
prevailing at the date when the fair value was determined. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not retranslated.	
3.5	 Pensions and other post-employment benefits
				
The Company operates a defined contribution pension plan for its employees and pays fixed
contributions into a separate entity. The Company has no legal or constructive obligations to
pay further contributions if the fund does not hold sufficient assets to pay all employees the
benefits relating to employee service in the current and prior years.
In addition, payments to defined contribution retirement benefit plans are recognised
as an expense when employees have rendered service entitling them to the contributions.
The Company also operated a gratuity scheme for its qualified employees prior to 2008 which
it has discontinued.						
							
3.6	Taxation	
			
The tax expense represents the sum of the tax currently payable and deferred tax.		
							
3.6.1	 Current tax	
			
The tax currently payable is based on taxable profit for the year. Taxable profit differs from
net profit as reported in the statement of comprehensive income because it excludes items of
income or expense that are taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Company’s liability for current tax is calculated using
tax rates that have been enacted or substantively enacted at the reporting date.			
								
3.6.2	 Deferred tax
	 				
Deferred tax is the tax expected to be payable or recoverable on differences between the
carrying amounts of assets and liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit, and is accounted for using the liability
method. Deferred tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that taxable profits will
50 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December, 2016 (Cont’d)
be available against which deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business combination) of other assets
and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
						
Deferred tax is calculated at the tax rates that are expected to apply in the year when the
liability is settled or the asset is realised based on tax laws and rates that have been enacted
at the reporting date. Deferred tax is charged or credited in the statement of comprehensive
income, except when it relates to items charged or credited in other comprehensive
income, in which case the deferred tax is also dealt with in other comprehensive income.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Company intends to settle its current tax assets and
liabilities on a net basis.						
							
3.7	 Property, plant and equipment	
Property, plant and equipment held for use in the production or supply of goods or services,
or for administrative purposes, are stated in the statement of financial position at cost less
accumulated depreciation and accumulated impairment losses.
The initial cost of the property plant and equipment comprise of its purchase price or
construction cost, any directly attributable cost to bringing the asset into operation, the initial
estimate of dismantling obligation (where applicable) and any borrowing cost.	
Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold
land and assets under construction) less their residual values over their useful lives, using the
straight-line method. The estimated useful lives, residual values and depreciation method
are reviewed at the end of each reporting year, with the effect of any changes in estimate
accounted for on a prospective basis. The basis for depreciation is as follows:	
Freehold land and Buildings	
Leasehold land and buildings	
Plant and machinery	
Motor vehicles
20 - 50 Years
20 - 50 Years
5 - 10 Years
2 - 5 Years
5%		
Over the period of the lease	
15%
25%		
Estimated useful life range Rate
51Conoil plc/EnhancingCustomerExperience/2016 Annual Report
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December, 2016 (Cont’d)
Freehold land and Assets under construction are not depreciated.				
											
Assets held under finance leases are depreciated over their expected useful lives on the same
basis as owned assets. However, when there is no reasonable certainty that ownership will be
obtained by the end of the lease term, assets are depreciated over the shorter of the lease term
and their useful lives.							
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. Any gain or loss
arising on the disposal or retirement of an item of property, plant and equipment is determined
as the difference between the sales proceeds and the carrying amount of the asset and is
recognised in profit or loss.							
								
3.8	 Intangible assets	
				
Intangible assets with finite useful lives that are acquired separately are carried at cost less
accumulated amortisation and accumulated impairment losses. Amortisation is recognised on
a straight-line basis over their estimated useful lives. The estimated useful life and amortisation
methods are reviewed at the end of each reporting period, with the effect of any changes in
estimate being accounted for on a prospective basis.						
							
	 Intangible assets are amortised on a straight-line basis over the following periods:
	Software				10 Years		 		10%			
			
Intangible assets with indefinite useful lives that are acquired separately are carried at cost less
accumulated impairment losses.							
An intangible asset is derecognised on disposal, or when no future economic benefits are
expected from use or disposal. Gains and losses arising from derecognition of an intangible
asset is measured as difference between the net disposal proceeds and the carrying amount of
the asset are recognised as profit or loss when the asset is derecognised.			
										
3.9	 Investment property
	 			
Investment properties are properties held to earn rentals and/or for capital appreciation
(including property under construction for such purposes).					
		
	 The initial cost of the investment property comprise of its purchase price or construction cost, 	
	 any cost directly attributable to bringing the asset into operation, the initial estimating of 	
	 dismantling obligation (where applicable) and any borrowing cost.				
			
Depreciation is recognised so as to write off the cost or valuation of assets (other than
freehold land and assets under construction) less their residual values over their useful lives,
using the straight-line method.
	
Furniture, fittings and equipment:
- Office furniture
- Office equipment
- Computer equipment
Intangible Assets - Software
3 - 12 Years
5 - 15 Years
2 - 10 Years
5 - 10 Years
	
15%		
15%		
33.33%
10%
Estimated useful life range Rate
52 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016
Conoil annual report 2016

More Related Content

What's hot

COMPARATIVE STUDY OF FINANCIAL STATEMENTS OF INFOSYS FOR THE YEAR 2013-2014
COMPARATIVE STUDY OF FINANCIAL STATEMENTS OF INFOSYS FOR THE YEAR 2013-2014COMPARATIVE STUDY OF FINANCIAL STATEMENTS OF INFOSYS FOR THE YEAR 2013-2014
COMPARATIVE STUDY OF FINANCIAL STATEMENTS OF INFOSYS FOR THE YEAR 2013-2014
Vivek Mahajan
 
Financial Statement Analysis of Eicher Motors
Financial Statement Analysis of Eicher MotorsFinancial Statement Analysis of Eicher Motors
Financial Statement Analysis of Eicher Motors
Dev Dharaiya
 
Mahindra and mahindra ltd
Mahindra and mahindra ltdMahindra and mahindra ltd
Mahindra and mahindra ltdPrateek Gahlot
 
Hero MotoCorp Careers
Hero MotoCorp CareersHero MotoCorp Careers
Hero MotoCorp Careersheromotocorp
 
Ambassador plc
Ambassador plcAmbassador plc
Ambassador plc
Mohammed Umair
 
Conoil annual report 2018
Conoil annual report 2018Conoil annual report 2018
Conoil annual report 2018
Michael Olafusi
 
7 reasons you should be excited about Tata Nexon EV
7 reasons you should be excited about Tata Nexon EV7 reasons you should be excited about Tata Nexon EV
7 reasons you should be excited about Tata Nexon EV
Hemkund Tata
 
Ntpc final presentation
Ntpc final presentationNtpc final presentation
Ntpc final presentation
Amit Kanabar
 
ratio analysis of hero motocorp ltd.
ratio analysis of hero motocorp ltd.ratio analysis of hero motocorp ltd.
ratio analysis of hero motocorp ltd.
amritpal kaur
 
assignment on automobile industry
assignment on automobile industryassignment on automobile industry
assignment on automobile industryAnkur Shukla
 
India ev-story
India ev-storyIndia ev-story
India ev-story
Balaji Venkatesan
 
Customer relationship management practices in Hyundai Ltd.
Customer relationship management practices in Hyundai Ltd.Customer relationship management practices in Hyundai Ltd.
Customer relationship management practices in Hyundai Ltd.
Adil Hussain
 
The Financial Analysis Report on Hyundai Motor India Limited (HMIL)
The Financial Analysis Report on Hyundai Motor India Limited (HMIL)The Financial Analysis Report on Hyundai Motor India Limited (HMIL)
The Financial Analysis Report on Hyundai Motor India Limited (HMIL)
Mehul Gondaliya
 
A project report on customer satisfaction level for two wheeler vehicle
A project report on customer satisfaction level for two wheeler vehicleA project report on customer satisfaction level for two wheeler vehicle
A project report on customer satisfaction level for two wheeler vehicle
Babasab Patil
 
Electric Vehicle and Electricity Demand in the GCC
Electric Vehicle and Electricity Demand in the GCCElectric Vehicle and Electricity Demand in the GCC
Electric Vehicle and Electricity Demand in the GCC
Ahmed Elbermbali
 
Hero Motocorp
Hero MotocorpHero Motocorp
Hero Motocorp
Manju mallesh
 
Siemens the company
Siemens the companySiemens the company
Siemens the companySaheen Shah
 
Hero motocorp
Hero motocorpHero motocorp
Hero motocorp
3-7-92
 
Il telecontrollo IREN come centralizzazione di tutti i dati aziendali per le ...
Il telecontrollo IREN come centralizzazione di tutti i dati aziendali per le ...Il telecontrollo IREN come centralizzazione di tutti i dati aziendali per le ...
Il telecontrollo IREN come centralizzazione di tutti i dati aziendali per le ...
Servizi a rete
 

What's hot (20)

COMPARATIVE STUDY OF FINANCIAL STATEMENTS OF INFOSYS FOR THE YEAR 2013-2014
COMPARATIVE STUDY OF FINANCIAL STATEMENTS OF INFOSYS FOR THE YEAR 2013-2014COMPARATIVE STUDY OF FINANCIAL STATEMENTS OF INFOSYS FOR THE YEAR 2013-2014
COMPARATIVE STUDY OF FINANCIAL STATEMENTS OF INFOSYS FOR THE YEAR 2013-2014
 
Financial Statement Analysis of Eicher Motors
Financial Statement Analysis of Eicher MotorsFinancial Statement Analysis of Eicher Motors
Financial Statement Analysis of Eicher Motors
 
Mahindra and mahindra ltd
Mahindra and mahindra ltdMahindra and mahindra ltd
Mahindra and mahindra ltd
 
Hero MotoCorp Careers
Hero MotoCorp CareersHero MotoCorp Careers
Hero MotoCorp Careers
 
Ambassador plc
Ambassador plcAmbassador plc
Ambassador plc
 
Conoil annual report 2018
Conoil annual report 2018Conoil annual report 2018
Conoil annual report 2018
 
7 reasons you should be excited about Tata Nexon EV
7 reasons you should be excited about Tata Nexon EV7 reasons you should be excited about Tata Nexon EV
7 reasons you should be excited about Tata Nexon EV
 
Ntpc final presentation
Ntpc final presentationNtpc final presentation
Ntpc final presentation
 
ratio analysis of hero motocorp ltd.
ratio analysis of hero motocorp ltd.ratio analysis of hero motocorp ltd.
ratio analysis of hero motocorp ltd.
 
assignment on automobile industry
assignment on automobile industryassignment on automobile industry
assignment on automobile industry
 
India ev-story
India ev-storyIndia ev-story
India ev-story
 
Customer relationship management practices in Hyundai Ltd.
Customer relationship management practices in Hyundai Ltd.Customer relationship management practices in Hyundai Ltd.
Customer relationship management practices in Hyundai Ltd.
 
The Financial Analysis Report on Hyundai Motor India Limited (HMIL)
The Financial Analysis Report on Hyundai Motor India Limited (HMIL)The Financial Analysis Report on Hyundai Motor India Limited (HMIL)
The Financial Analysis Report on Hyundai Motor India Limited (HMIL)
 
A project report on customer satisfaction level for two wheeler vehicle
A project report on customer satisfaction level for two wheeler vehicleA project report on customer satisfaction level for two wheeler vehicle
A project report on customer satisfaction level for two wheeler vehicle
 
Electric Vehicle and Electricity Demand in the GCC
Electric Vehicle and Electricity Demand in the GCCElectric Vehicle and Electricity Demand in the GCC
Electric Vehicle and Electricity Demand in the GCC
 
PROJECT WORK ON TVS
PROJECT WORK ON TVSPROJECT WORK ON TVS
PROJECT WORK ON TVS
 
Hero Motocorp
Hero MotocorpHero Motocorp
Hero Motocorp
 
Siemens the company
Siemens the companySiemens the company
Siemens the company
 
Hero motocorp
Hero motocorpHero motocorp
Hero motocorp
 
Il telecontrollo IREN come centralizzazione di tutti i dati aziendali per le ...
Il telecontrollo IREN come centralizzazione di tutti i dati aziendali per le ...Il telecontrollo IREN come centralizzazione di tutti i dati aziendali per le ...
Il telecontrollo IREN come centralizzazione di tutti i dati aziendali per le ...
 

Similar to Conoil annual report 2016

Conoil annual report 2017
Conoil annual report 2017Conoil annual report 2017
Conoil annual report 2017
Michael Olafusi
 
Arvinmeritor 2002 Annual Report
Arvinmeritor 2002 Annual ReportArvinmeritor 2002 Annual Report
Arvinmeritor 2002 Annual Reportfinance27
 
Arvinmeritor 2002 Annua lReport
Arvinmeritor 2002 Annua lReportArvinmeritor 2002 Annua lReport
Arvinmeritor 2002 Annua lReportfinance27
 
GULF MINETECH LLC
GULF MINETECH LLCGULF MINETECH LLC
GULF MINETECH LLC
Gulf Minetech
 
Feasibility report
Feasibility reportFeasibility report
Feasibility reportali habib
 
forging-presentation for mass production.pdf
forging-presentation for mass production.pdfforging-presentation for mass production.pdf
forging-presentation for mass production.pdf
ashoksanghvi1
 
forging-presentation for mass production.pdf
forging-presentation for mass production.pdfforging-presentation for mass production.pdf
forging-presentation for mass production.pdf
ashoksanghvi1
 
VON AUTOMOBILES NIGERIA LTD
VON AUTOMOBILES NIGERIA LTDVON AUTOMOBILES NIGERIA LTD
VON AUTOMOBILES NIGERIA LTD
Felix Joseph Osaeghemede
 
ENGINE AND COOLANT OIL By Napson Lubricants Private Limited
ENGINE AND COOLANT OIL By Napson Lubricants Private LimitedENGINE AND COOLANT OIL By Napson Lubricants Private Limited
ENGINE AND COOLANT OIL By Napson Lubricants Private Limited
IndiaMART InterMESH Limited
 
Bp's kpi
Bp's kpiBp's kpi
Lamda cars
Lamda carsLamda cars
Lamda cars
Velmuruga S
 
My mba project_iocl
My mba project_ioclMy mba project_iocl
My mba project_iocl
buddhadev karmakar
 
Who are Cox Automotive?
Who are Cox Automotive?Who are Cox Automotive?
Who are Cox Automotive?
Sonia Robertson
 
Cox Automotive
Cox AutomotiveCox Automotive
Cox Automotive
Sonia Robertson
 
Total Manufacturing Excellence Conference - Eqypt
Total Manufacturing Excellence Conference  - EqyptTotal Manufacturing Excellence Conference  - Eqypt
Total Manufacturing Excellence Conference - EqyptSyed Ashar Ali
 
The Financial Benefits of Investing in Car Wash Equipment (For Businesses)
The Financial Benefits of Investing in Car Wash Equipment (For Businesses)The Financial Benefits of Investing in Car Wash Equipment (For Businesses)
The Financial Benefits of Investing in Car Wash Equipment (For Businesses)
Hercules Systems, Inc.
 
Prime oil planned engineering service (pes) - brochure
Prime oil   planned engineering service (pes) - brochurePrime oil   planned engineering service (pes) - brochure
Prime oil planned engineering service (pes) - brochure
Sameh Radwan
 

Similar to Conoil annual report 2016 (20)

Conoil annual report 2017
Conoil annual report 2017Conoil annual report 2017
Conoil annual report 2017
 
Arvinmeritor 2002 Annual Report
Arvinmeritor 2002 Annual ReportArvinmeritor 2002 Annual Report
Arvinmeritor 2002 Annual Report
 
Arvinmeritor 2002 Annua lReport
Arvinmeritor 2002 Annua lReportArvinmeritor 2002 Annua lReport
Arvinmeritor 2002 Annua lReport
 
Eng imw reference package
Eng   imw reference packageEng   imw reference package
Eng imw reference package
 
Eng imw reference package
Eng   imw reference packageEng   imw reference package
Eng imw reference package
 
GULF MINETECH LLC
GULF MINETECH LLCGULF MINETECH LLC
GULF MINETECH LLC
 
Feasibility report
Feasibility reportFeasibility report
Feasibility report
 
NCPI Brochure
NCPI BrochureNCPI Brochure
NCPI Brochure
 
forging-presentation for mass production.pdf
forging-presentation for mass production.pdfforging-presentation for mass production.pdf
forging-presentation for mass production.pdf
 
forging-presentation for mass production.pdf
forging-presentation for mass production.pdfforging-presentation for mass production.pdf
forging-presentation for mass production.pdf
 
VON AUTOMOBILES NIGERIA LTD
VON AUTOMOBILES NIGERIA LTDVON AUTOMOBILES NIGERIA LTD
VON AUTOMOBILES NIGERIA LTD
 
ENGINE AND COOLANT OIL By Napson Lubricants Private Limited
ENGINE AND COOLANT OIL By Napson Lubricants Private LimitedENGINE AND COOLANT OIL By Napson Lubricants Private Limited
ENGINE AND COOLANT OIL By Napson Lubricants Private Limited
 
Bp's kpi
Bp's kpiBp's kpi
Bp's kpi
 
Lamda cars
Lamda carsLamda cars
Lamda cars
 
My mba project_iocl
My mba project_ioclMy mba project_iocl
My mba project_iocl
 
Who are Cox Automotive?
Who are Cox Automotive?Who are Cox Automotive?
Who are Cox Automotive?
 
Cox Automotive
Cox AutomotiveCox Automotive
Cox Automotive
 
Total Manufacturing Excellence Conference - Eqypt
Total Manufacturing Excellence Conference  - EqyptTotal Manufacturing Excellence Conference  - Eqypt
Total Manufacturing Excellence Conference - Eqypt
 
The Financial Benefits of Investing in Car Wash Equipment (For Businesses)
The Financial Benefits of Investing in Car Wash Equipment (For Businesses)The Financial Benefits of Investing in Car Wash Equipment (For Businesses)
The Financial Benefits of Investing in Car Wash Equipment (For Businesses)
 
Prime oil planned engineering service (pes) - brochure
Prime oil   planned engineering service (pes) - brochurePrime oil   planned engineering service (pes) - brochure
Prime oil planned engineering service (pes) - brochure
 

More from Michael Olafusi

Basic investment and financial planning
Basic investment and financial planningBasic investment and financial planning
Basic investment and financial planning
Michael Olafusi
 
Dangote Flour Mill annual report 2018
Dangote Flour Mill annual report 2018Dangote Flour Mill annual report 2018
Dangote Flour Mill annual report 2018
Michael Olafusi
 
Dangote sugar annual report 2018
Dangote sugar annual report 2018Dangote sugar annual report 2018
Dangote sugar annual report 2018
Michael Olafusi
 
Coronation Merchant Bank 2019 Nigeria consumer report
Coronation Merchant Bank 2019 Nigeria consumer reportCoronation Merchant Bank 2019 Nigeria consumer report
Coronation Merchant Bank 2019 Nigeria consumer report
Michael Olafusi
 
Unilever Nigeria annual report 2018
Unilever Nigeria annual report 2018Unilever Nigeria annual report 2018
Unilever Nigeria annual report 2018
Michael Olafusi
 
Zenith bank annual report 2018
Zenith bank annual report 2018Zenith bank annual report 2018
Zenith bank annual report 2018
Michael Olafusi
 
UBA 2018 annual report
UBA 2018 annual reportUBA 2018 annual report
UBA 2018 annual report
Michael Olafusi
 
Union bank annual report 2018
Union bank annual report 2018Union bank annual report 2018
Union bank annual report 2018
Michael Olafusi
 
UAC annual report 2018
UAC annual report 2018UAC annual report 2018
UAC annual report 2018
Michael Olafusi
 
Transcorp Hotels annual report 2018
Transcorp Hotels annual report 2018Transcorp Hotels annual report 2018
Transcorp Hotels annual report 2018
Michael Olafusi
 
PZ Cussons Nigeria 2018 annual report
PZ Cussons Nigeria 2018 annual reportPZ Cussons Nigeria 2018 annual report
PZ Cussons Nigeria 2018 annual report
Michael Olafusi
 
Pharma Deko annual report 2018
Pharma Deko annual report 2018Pharma Deko annual report 2018
Pharma Deko annual report 2018
Michael Olafusi
 
Oando annual report 2018
Oando annual report 2018Oando annual report 2018
Oando annual report 2018
Michael Olafusi
 
Nestle Nigeria annual report 2018
Nestle Nigeria annual report 2018Nestle Nigeria annual report 2018
Nestle Nigeria annual report 2018
Michael Olafusi
 
Guinness Nigeria annual report 2018
Guinness Nigeria annual report 2018Guinness Nigeria annual report 2018
Guinness Nigeria annual report 2018
Michael Olafusi
 
Forte Oil annual report 2018
Forte Oil annual report 2018Forte Oil annual report 2018
Forte Oil annual report 2018
Michael Olafusi
 
Flour Mills Nigeria annual report 2018
Flour Mills Nigeria annual report 2018Flour Mills Nigeria annual report 2018
Flour Mills Nigeria annual report 2018
Michael Olafusi
 
Fidelity Bank annual report 2018
Fidelity Bank annual report 2018Fidelity Bank annual report 2018
Fidelity Bank annual report 2018
Michael Olafusi
 
Ecobank annual report 2018
Ecobank annual report 2018Ecobank annual report 2018
Ecobank annual report 2018
Michael Olafusi
 
Axamansard annual report 2018
Axamansard annual report 2018Axamansard annual report 2018
Axamansard annual report 2018
Michael Olafusi
 

More from Michael Olafusi (20)

Basic investment and financial planning
Basic investment and financial planningBasic investment and financial planning
Basic investment and financial planning
 
Dangote Flour Mill annual report 2018
Dangote Flour Mill annual report 2018Dangote Flour Mill annual report 2018
Dangote Flour Mill annual report 2018
 
Dangote sugar annual report 2018
Dangote sugar annual report 2018Dangote sugar annual report 2018
Dangote sugar annual report 2018
 
Coronation Merchant Bank 2019 Nigeria consumer report
Coronation Merchant Bank 2019 Nigeria consumer reportCoronation Merchant Bank 2019 Nigeria consumer report
Coronation Merchant Bank 2019 Nigeria consumer report
 
Unilever Nigeria annual report 2018
Unilever Nigeria annual report 2018Unilever Nigeria annual report 2018
Unilever Nigeria annual report 2018
 
Zenith bank annual report 2018
Zenith bank annual report 2018Zenith bank annual report 2018
Zenith bank annual report 2018
 
UBA 2018 annual report
UBA 2018 annual reportUBA 2018 annual report
UBA 2018 annual report
 
Union bank annual report 2018
Union bank annual report 2018Union bank annual report 2018
Union bank annual report 2018
 
UAC annual report 2018
UAC annual report 2018UAC annual report 2018
UAC annual report 2018
 
Transcorp Hotels annual report 2018
Transcorp Hotels annual report 2018Transcorp Hotels annual report 2018
Transcorp Hotels annual report 2018
 
PZ Cussons Nigeria 2018 annual report
PZ Cussons Nigeria 2018 annual reportPZ Cussons Nigeria 2018 annual report
PZ Cussons Nigeria 2018 annual report
 
Pharma Deko annual report 2018
Pharma Deko annual report 2018Pharma Deko annual report 2018
Pharma Deko annual report 2018
 
Oando annual report 2018
Oando annual report 2018Oando annual report 2018
Oando annual report 2018
 
Nestle Nigeria annual report 2018
Nestle Nigeria annual report 2018Nestle Nigeria annual report 2018
Nestle Nigeria annual report 2018
 
Guinness Nigeria annual report 2018
Guinness Nigeria annual report 2018Guinness Nigeria annual report 2018
Guinness Nigeria annual report 2018
 
Forte Oil annual report 2018
Forte Oil annual report 2018Forte Oil annual report 2018
Forte Oil annual report 2018
 
Flour Mills Nigeria annual report 2018
Flour Mills Nigeria annual report 2018Flour Mills Nigeria annual report 2018
Flour Mills Nigeria annual report 2018
 
Fidelity Bank annual report 2018
Fidelity Bank annual report 2018Fidelity Bank annual report 2018
Fidelity Bank annual report 2018
 
Ecobank annual report 2018
Ecobank annual report 2018Ecobank annual report 2018
Ecobank annual report 2018
 
Axamansard annual report 2018
Axamansard annual report 2018Axamansard annual report 2018
Axamansard annual report 2018
 

Recently uploaded

Osisko Development - Investor Presentation - June 24
Osisko Development - Investor Presentation - June 24Osisko Development - Investor Presentation - June 24
Osisko Development - Investor Presentation - June 24
Philip Rabenok
 
Investor Day 2024 Presentation Sysco 2024
Investor Day 2024 Presentation Sysco 2024Investor Day 2024 Presentation Sysco 2024
Investor Day 2024 Presentation Sysco 2024
Sysco_Investors
 
cyberagent_For New Investors_EN_240424.pdf
cyberagent_For New Investors_EN_240424.pdfcyberagent_For New Investors_EN_240424.pdf
cyberagent_For New Investors_EN_240424.pdf
CyberAgent, Inc.
 
Collective Mining | Corporate Presentation - May 2024
Collective Mining | Corporate Presentation - May 2024Collective Mining | Corporate Presentation - May 2024
Collective Mining | Corporate Presentation - May 2024
CollectiveMining1
 
New Tax Regime User Guide Flexi Plan Revised (1).pptx
New Tax Regime User Guide Flexi Plan Revised (1).pptxNew Tax Regime User Guide Flexi Plan Revised (1).pptx
New Tax Regime User Guide Flexi Plan Revised (1).pptx
RajkumarRajamanikam
 
Collective Mining | Corporate Presentation - May 2024
Collective Mining | Corporate Presentation - May 2024Collective Mining | Corporate Presentation - May 2024
Collective Mining | Corporate Presentation - May 2024
CollectiveMining1
 
Corporate Presentation Probe June 2024.pdf
Corporate Presentation Probe June 2024.pdfCorporate Presentation Probe June 2024.pdf
Corporate Presentation Probe June 2024.pdf
Probe Gold
 
Snam 2023-27 Industrial Plan - Financial Presentation
Snam 2023-27 Industrial Plan - Financial PresentationSnam 2023-27 Industrial Plan - Financial Presentation
Snam 2023-27 Industrial Plan - Financial Presentation
Valentina Ottini
 

Recently uploaded (8)

Osisko Development - Investor Presentation - June 24
Osisko Development - Investor Presentation - June 24Osisko Development - Investor Presentation - June 24
Osisko Development - Investor Presentation - June 24
 
Investor Day 2024 Presentation Sysco 2024
Investor Day 2024 Presentation Sysco 2024Investor Day 2024 Presentation Sysco 2024
Investor Day 2024 Presentation Sysco 2024
 
cyberagent_For New Investors_EN_240424.pdf
cyberagent_For New Investors_EN_240424.pdfcyberagent_For New Investors_EN_240424.pdf
cyberagent_For New Investors_EN_240424.pdf
 
Collective Mining | Corporate Presentation - May 2024
Collective Mining | Corporate Presentation - May 2024Collective Mining | Corporate Presentation - May 2024
Collective Mining | Corporate Presentation - May 2024
 
New Tax Regime User Guide Flexi Plan Revised (1).pptx
New Tax Regime User Guide Flexi Plan Revised (1).pptxNew Tax Regime User Guide Flexi Plan Revised (1).pptx
New Tax Regime User Guide Flexi Plan Revised (1).pptx
 
Collective Mining | Corporate Presentation - May 2024
Collective Mining | Corporate Presentation - May 2024Collective Mining | Corporate Presentation - May 2024
Collective Mining | Corporate Presentation - May 2024
 
Corporate Presentation Probe June 2024.pdf
Corporate Presentation Probe June 2024.pdfCorporate Presentation Probe June 2024.pdf
Corporate Presentation Probe June 2024.pdf
 
Snam 2023-27 Industrial Plan - Financial Presentation
Snam 2023-27 Industrial Plan - Financial PresentationSnam 2023-27 Industrial Plan - Financial Presentation
Snam 2023-27 Industrial Plan - Financial Presentation
 

Conoil annual report 2016

  • 1.
  • 2.
  • 3. Our Business Results at a Glance Notice of Annual General Meeting Directors and Professional Advisers Chairman’s Statement Board of Directors’ Report The Accounts Proxy Form E-Dividend Form Corporate Directory 5 12 13 14 15 19 33 91 93 95 In side 3Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 4. 4 To be Africa’s leading petroleum marketing company To remain the industry’s flagship offering world-class products and services To make life abundantly convenient for our customers with top-class service delivery VISION Our Vision Mission Pledge MISSION PLEDGE Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 6. The Conoil brand is a symbol of reliability and consistency. The company takes great pride in being able to satisfy the developing needs of today’s smart and value-seeking customer. Its increasing investment in research and the continuous improvement in products and services give it a clear edge over competition. With an enviable retail marketing network of 385 stations that are efficiently operated, it provides premium service to thousands of customers on a daily basis. This is supported by an effective and efficient distribution system that guarantees constant availability of products. It constantly looks beyond providing petroleum products, to enhancing customers’ experience on the forecourt. To this end, it runs an integrated marketing model covering fuels and non-oil products that deliver convenience, value and optimum service. Inspired by a dogma to satisfy customers ultimately, it has reinforced personalized and efficient service to customers in a pleasant, welcoming environment, while adhering to strict safety parameters. In a proven demonstration of responsiveness to customers’ needs, and to maintain a clear competitive advantage, the company has commenced the installation of sophisticated dispensing pumps at its service stations to render an even more secure, convenient and seamless service to customers. It persistently pushes new frontiers, and will continue to strengthen its capacity to deliver superior service and fuels to customers. Conoil keeps your vehicle running efficiently and smoothly, giving you a better driving experience, mile after mile. FUELS & SERVICES – For a better driving experience mile after mile 6 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 7. Conoil aviation delivers happiness to hundreds of passengers by expanding their horizon and keeping them safe in the sky. Advanced technology, strict adherence to safety standards and customer satisfaction are the cornerstones of its operations. The passion for performance propels it to provide quality fuel to a host of local and international airlines, resulting in a steady growth rate over the years. Its cutting-edge facilities pan Nigeria supplies aviation fuel of supreme quality and correct quantity. It utilizes state-of-the-art technology to deliver superior customer service in an efficient and cost-effective way. Every passing day, it adds to its strength by engaging in rigorous research and quality management, and its enviable market share is a testimony to its satisfactory fuels and services. The aviation team is well-qualified, capable, and highly trained, ensuring that it provides first-class service in this critical safety area. Its utmost dedication makes it the preferred fueller of all major domestic and international airlines in the country. AVIATION - Expanding your horizon 7Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 8. LUBRICANTS - One-stop shop for lubrication solution Conoil is one of the largest players in Nigeria’s lubricant industry. It has a brand reputation as the producer of the only engine oil that touches the heart of your engine. Equipped with the expertise and technology to provide the ideal lubricant solutions for your specific needs, Its engine oils containtheprecisepropertiesthatyourapplication and operating conditions require. Conoil’s top- class lubricant range – Quatro and Golden Super Motor Oil - originated with highly refined base stock and efficient additive technology, provide the best in performance and protection. Regular use of these engine oils maintain engine cleanliness, prevent wear and ensures good low temperature fluidity. The protective layer formed by the award-wining lubricants deliver reduced friction and wear, increased viscosity, resistance to corrosion and oxidation, thereby extending the life of vehicles. The Company continues to develop and expand its product offerings to customers, with a broad array of automotive engine oils, gear oils, transmission oils and greases that meet your engine needs in various pack sizes. Conoil consistently provides top quality lubricants that are environmentally-friendly and technologically superior in quality, while following stringent environmental regulations. Quatro and Golden Super are designed for on and off road applications, ranging from truck and bus transportation to construction, mining, agriculture and power generation. Across industries, Conoil’s premium lubricants deliver world class protection, excellent performance and maximum operational reliability. 8 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 9. SPECIALIZED PRODUCTS - Delivering energy to fuel your growth Specialized Product unit, an experienced leader in the delivery of high quality bulk fuel to industrial customers, is strategically tailored to cater to the needs of diverse sectors of the economy. With a robust system in place that ensures an efficient, reliable supply of petroleum products to customers, no matter their location, Conoil fuels the growth of industries. It recognizes that dependability of supply is of critical importance to its customers and has beefed up its fleet of world-class trucks, which are always on the road to serve you, supplying all your fuel needs. Every day, hundreds of vehicles roll out of its depots to travel vast stretches of the country to reach customers, touching the lives of multitude of people across the country by meeting their energy needs. Through its vehicle management and tracking system, it ensures that each product is delivered to customers at the right time and in the right quantity and quality. It supplies all types of fuels to various magnitude of businesses including breweries, telecommunications companies, multinationals, banks etc. all with a unique personal touch. Conoil understands the importance of partnership. It understands the importance of having deliveries where and when it is needed. It understands that customers need the keenest prices to keep costs at a minimum. It doesn’t just provide service, it provides peace of mind. 9Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 10. DEPOTS - Strategic storage for safe delivery Pivotal to Conoil’s operations are the depots, which are strategically located around the country. The key imperatives that drive its depot operations are Health, Safety and Environment. This safety culture ensures that petroleum products are safely stored and handled, without leakages that could damage the soil or water table. Keeping in view the significance of catering to the ever rising energy demands of the country, it prides itself on running and maintaining a sophisticated storage and supply infrastructure. Its dedication to provide superior depository services, backed by vast storage facilities, spurs it to provide products to different 10 Conoil plc/EnhancingCustomerExperience/2016 Annual Report customers simultaneously. It has an extensive transportation infrastructure that facilitates the transmission and distribution of petroleum products quickly and efficiently. Its commitment to continue to provide excellent service to customers is behind the decision to embark on a massive expansion of its infrastructure and capabilities. These projects will increase operational speed, convenience, safety, efficiency and seamless product distribution, leaving room for zero delays. It corroborates a sustainable competitive edge with consistent and reliable personalized service. Its continued success is due to its operational excellence.
  • 11. CONGAS - Enhancing the quality of life Congas enhances quality of life by being a reliable and efficient supplier of clean, convenient and safe cooking gas. At the core of its operations is customer convenience. It therefore regularly implements new initiatives in order to satisfy its customers and provide optimum value. It strives to continually develop and improve its products and services, encouraging innovation to meet the developing needs of customers. Congas possesses special characteristics that are unique to it. Its operations are underpinned by excellence and quality; It deploys modern technology to handle customer service in an efficient and cost-effective way; Its highly qualified technical team are always on hand to provide value-added services to customers, ranging from giving expert advice to rendering support. This has substantially strengthened its position in the market and earned it the reputation of a dynamic and innovative entity. You can always count on Congas. 11Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 12. 12 Conoil plc/EnhancingCustomerExperience/2016 Annual Report RESULTS AT A GLANCE Revenue Profit before taxation Taxation Profit for the year Retained earnings Share capital Shareholders’ funds Per share data Earnings per share (kobo) Dividend per share (kobo) Net assets per share (kobo) 85,023,546 4,280,549 (1,442,665) 2,837,884 14,293,934 346,976 18,465,680 409 310 2,661 82,919,220 3,448,397 (1,140,840) 2,307,557 13,537,907 346,976 17,709,653 333 300 2,552 2.5 24.1 26.5 23.0 5.6 - 4.3 23.0 3.3 4.3 2016 N’000 2015 N’000 % Change
  • 13. 13Conoil plc/EnhancingCustomerExperience/2016 Annual Report NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the forty-seventh Annual General Meeting of the members of Conoil Plc will be held at Le Meridien Ibom Hotel and Golf Resort, Uyo, Akwa Ibom State on Friday, 11 August, 2017 at 11.00 am for the transaction of the following business: ORDINARY BUSINESS To receive the Report of the Directors and the Statement of Financial position as at 31 December, 2016 together with the Statement of Profit or Loss and Other Comprehensive Income for the year ended on that day and the Reports of the Auditors and the Audit Committee thereon. 2. To declare a dividend. 3. To elect and re-elect Directors. 4. To fix the remuneration of the Directors. 5. To authorize the Directors to fix the remuneration of the Auditors. 6. To elect members of the Audit Committee. NOTES: 1. Proxy A member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him or her. A proxy need not also be a member of the Company. A Proxy Form is enclosed and if it is to be valid for the purposes of the meeting, it must be stamped by the Commissioner of Stamp Duties and deposited at the office of the Registrar, Meristem Registrars Limited, 213, Herbert Macaulay Way, Adekunle, Yaba, Lagos not less than 48 hours before the time fixed for the meeting. 2. Payment of Warrants If the dividend recommended by the Directors is approved at the Annual General Meeting, the dividend warrants will be posted on 21 August, 2017 to members whose names appear in the Register of Members at the close of business on 7 July, 2017. 3. Closure of Register The Register of Members and the Transfer Books of the Company will be closed from 10 July, 2017 to 14 July, 2017, both days inclusive, to enable the preparation and payments of dividends. 4. Nominations for The Audit Committee In accordance with Section 359(5) of the Companies and Allied Matters Act CAP C 20 LFN 2004, any member may nominate a shareholder as a member of the Audit Committee by giving in writing, notice of such nomination at least 21 days before the date of the Annual General Meeting. Such nominations should be guided by the requirements of the Securities & Exchange Commission’s Code of Corporate Governance for Public Companies in Nigeria, 2011. 5. Right of Shareholders To Ask Questions Shareholders have a right to ask questions not only at the meeting but also in writing prior to the meeting and such questions must be submitted to the Company Secretary on or before the 28 July, 2017. 6. Unclaimed Dividend Warrants and Share Certificates Several Dividend Warrants and Share Certificates of some members remain unclaimed or, are yet to be presented for payment or returned to the Company for revalidation. A list of such members will be circulated with the Annual Report for the year ended 31 December, 2016. Those who are affected are advised to write to the Company’s Registrars. 7. e-Dividend Mandate Shareholders are hereby advised to open bank accounts, stockbroking and CSCS accounts for the purpose of timely receipt of dividend payments. A detachable e-dividend mandate activation form is attached to this Annual Report and also available at the office of the Registrars to enable all shareholders furnish particulars of their bank accounts / CSCS details to the Registrars as soon as possible. BY ORDER OF THE BOARD Conrad Eberemu Company Secretary / Legal Adviser FRC/2017/NBA/00000016701 30 June, 2017 Conoil Plc, Bull Plaza, 38 / 39, Marina, Lagos. 1.
  • 14. DIRECTORS AND PROFESSIONAL ADVISERS Dr. Mike Adenuga (Jr), GCON Mr. Sanjay Mathur (Indian) Mr. Tejbir Singh Sawhney (Indian) Dr. M. E. Omatsola Mr. Mike Jituboh Mr. Ike Oraekwuotu Engr. Babatunde Okuyemi Mr. Joshua Ariyo Mr. Ademola Idowu Arch. Harcourt Adukeh Miss. Abimbola Michael-Adenuga Mr. Bamidele Ogunnaike Mr. Wasiu Adeyinka Adebiyi Mr. Akin Fabunmi Mr. Conrad Eberemu 7288 Bull Plaza 38/39 Marina Lagos Nexia Agbo Abel & Co 43 Anthony Enahoro Street Utako FCT Abuja www.nexianigeria.com Meristem Registrars Limited 213 Herbert Macaulay Way, Adekunle Yaba, Lagos Email: info@meristemregistrars.com www.meristemregistrars.com Sterling Bank Plc First Bank of Nigeria Limited Guaranty Trust Bank Plc - Chairman - Ag. Managing Director - Managing Director - Director - Director - Director - Director - Director - Director - Director - Executive Director - Executive Director - Executive Director - Executive Director Appointed on 11 May, 2017 Resigned on 30 September, 2016 Appointed on 11 May, 2017 Appointed on 11 May, 2017 Appointed on 11 May, 2017 Appointed on 11 May, 2017 Resigned on 21 June, 2016 Resigned on 11 May, 2017 Directors: Company Secretary: RC Number: Registered Office: Auditors: Registrars: Bankers: 14 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 15. Our esteemed shareholders, distinguished members of the Board of Directors, ladies and gentlemen, it is with great sense of joy and fulfilment that I welcome you again to the 47th annual general meeting of your company. As it is the practice, I am delighted to present to you on this historic occasion, yet another impressive performance recorded during the financial year ended 31st December, 2016. Although our industry is becoming increasingly tough, competitive and volatile, I am pleased to inform you that we have good reason to be confident in the capability, ability and zeal of our team to surmount the challenges. With our management’s in-depth knowledge of the market and their consistent excellent performance on all parameters, we have enough reason for this optimism. Notwithstanding the challenging and uncertain economic terrain under which we operated in 2016, our balance sheet gives us some considerable sense of fulfillment that the future of our great company is indeed assured. We delivered a healthy performance that is consistent with our pledge and resolve to you at our last annual general meeting. We will continue to offer Nigerians, in every part of the country, world class services and products through our retail stations and other viable channels available to us, with a view to enriching their lives and living standards. As a prelude to our financial performance for the year, please permit me to present a review of important issues of 2016 that influenced our operations, achievements and operating results, and our outlook for 2017. CHAIRMAN’S STATEMENT 15Conoil plc/EnhancingCustomerExperience/2016 Annual Report CHAIRMAN’S STATEMENT
  • 16. 2016 SOCIO-ECONOMIC TRENDS The Nigerian economy experienced serious challenges in 2016. With global oil prices plummeting to below $40 per barrel, down from highs of $115 in 2014, the economy slipped into recession by the first quarter of that year after contracting by 1.54 percent. The slump in global crude prices was not helped either by the decline in Nigeria’s oil production, which remained the main stay of the country’s economy. Production averaged 1.833 million b/d compared to 2.13 million b/d in 2015. This reduction has largely been attributed to vandalism in the Niger Delta region. The spate of militant attacks on gas pipelines also significantly affected quiteanumberofthecountry’ssocialandeconomic facilities particularly electricity generation, thereby worsening power supply and increasing cost of production as companies relied on alternative power sources. In the same vein, the decline in oil production and global oil prices severely affected the revenue of the Federal Government leading to a combination of spending cuts and scarcity of foreign exchange. The Naira struggled against increasing foreign exchange demands and dwindling supply leading to increasing variances between official and black market rates. The effect was also felt, in real terms, by the critical sectors of the economy which contracted by 4.32 percent compared to a decline of 1.46 percent recorded in 2015. Headline inflation rose significantly to 18.55 percent at the end of 2016 from 9.62 percent in January. Of course, the downstream petroleum industry had its fair share of the contracted economy. The foreign exchange scarcity and the prohibitive cost of funds were major hindrances to marketers’ bid to aggressively import petroleum products. Predictably, the commercial banks were reluctant and unwilling to give credit lines to support the business of the downstream because of its volatility. This hindered, a great deal, the business projections of all marketers. The Federal Government tried to ameliorate the situation when, in the middle of the year in review, it took the decision to de-peg the naira from the dollar and introduced a managed float to allow for a more flexible exchange market. The partial reform in the foreign exchange market, and the government’s directive to upstream oil producers to make available dollars for major marketers to import, however, yielded little or no impact forcing marketers to halt fuel importation by the third quarter of 2016. Despite the economic turbulence, expectations were that the improvement in the macroeconomic environment recorded especially in the fourth quarter of 2016 and the efforts of the Federal Government to maintain fiscal discipline, would stimulate economic activity in the short to medium- term. Suffice to say that the developments enumerated above, adversely impacted our business and significantly increased our operating costs. However, there are hopes that the Federal Government would reverse the odds in 2017 and ensure a congenial business climate that will propel sustainable growth. PROGRESS REPORT Our financial report shows 2.5 per cent growth in our business with an appreciable leap in turnover from N82.91 billion in the previous year to N85.02 billion; while our gross profit stood at N4.28 billion against N3.45 billion recorded last year. The profit after tax increased from N2.30 billion to N2.84 billion, representing 23 per cent increase. Earnings per share increased by 23 per cent from 333 kobo to 409 kobo. Given this commendable performance, your Directors have decided to recommend for your CHAIRMAN’S STATEMENT (CONT’D) 16 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 17. consideration and approval, the sum of N2.15 billion to be paid out as dividend for 2016. If approved, this amount shall translate to 310 kobo for every 50 kobo share held, subject to the deduction of appropriate withholding tax at the time of payment. This proposed dividend represents 3.3 per cent increase over what was paid last year. SUSTAINABILITY It is satisfying that we were able to maintain our operations on the part of growth despite the pervasive economic uncertainty and peculiar hardships that the industry, and indeed the country, endured throughout 2016. We succeeded in laying strong foundation to enhance our overall efficiency and ability to deliver outstanding results in the years ahead. This performance, despite challenges enumerated above, indeed, is modestly impressive. We owe the excellent results to our strong resolve to keep improving on our operational performance by constantly renewing our products and services to meet the ever-changing demands of customers. Your company proactively capitalised on every emerging opportunity in the sector and explored new income streams so as to boost its relevance in the market and to constantly grow its market share. We launched initiatives to strengthen our income base in the core segments of the business, especially Retail, Lubricants, and Aviation. Our sales force was reinforced with core competencies. We concentrated on moving products to the doorsteps of customers with exceptional service offerings while upgrading our facilities to world-class standard to delight our customers and attract new patronage. Quatro and Golden Super Motor oil (GSMO), our top quality lubricants continued to record success with very high potentials. We consolidated on our dominance in the aviation business, investing in modern equipment and winning strategic customers. Most importantly, our strategy to sustain our growth in the midst of challenging times is anchored on our human resource. It is no overstatement to say that our company’s strength and real source of wealth creation is the knowledge, skill, creativity and commitment of our employees. As mentioned earlier, we are blessed with a sound management team and a dedicated, industrious and dynamic workforce. Their unwavering adherence to our values of professionalism, hard work, discipline and innovation, in addition to our Management’s leadership, were critical contributors to the success in our operations and their utmost well-being shall continue to be of paramount importance to the Company. In summary, our 2016 scorecard reflects our steadfast and unalloyed commitment to internal excellence, cost efficiency, manpower development and strategic planning and proactive investments. It is also a reflection of the remarkable support and loyalty we enjoyed from our customers and patrons, esteemed dealers, distributors, transporters, suppliers and other partners. SAFETY AND SOCIAL RESPONSIBILITY At Conoil, we passionately believe that Corporate Social Responsibility embodies an ardent commitment and social pact with all our stakeholders. Thus, the company is committed to creating enduring partnerships for sustainable development whilst adding immense value to the diverse communities in which we operate. During the year in review, we endeavored to give back to the less privileged residents of our host communities. It is my pleasure to report to you that in the last two years, we partnered with TSL to construct the Ibeto Junction/Marcobar Road, a 3-kilometer long modern road in Port Harcourt to enhance the living standards of the people and promote commerce and industry in the community. I must add that this gesture is in addition to our yearly financial support to the Bundu – Ama community which is the heart of our Port Harcourt operations office. We will continue to tailor our business to show CHAIRMAN’S STATEMENT (CONT’D) 17Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 18. much greater awareness and sensitivity to emerging social trends and developmental issues around the communities we operate. We will also reinforce our reputation by offering vital support to our host communities to promote the general well-being of the citizenry. EMPLOYEE POLICY Our human resources policy will continue to ensure that our employees benefit from the highest standards in terms of policies and training. We shall remain faithful to ideals that ensure that everybody feels included, supported and valued at all times. We are highly appreciative of our staff’s dedication and are encouraged to continually recruit, develop and retain the right mix of talented people who are aligned with our values and who can drive our plans for growth. We remain committed to our policy of offering the best career experiences and promoting an enabling environment for all employees. 2017 OUTLOOK The global economy witnessed greater momentum in the last quarter of 2016, facilitated by gains in both developed, emerging markets and developing economies. Higher oil prices are expected to provide the biggest boost to growth. Prices have been on the upward swing following the majority decision taken in November by members of the Organisation of Petroleum Exporting Countries (OPEC) to cut production to 1.2 million barrels per day beginning in January 2017. Prices have been projected to average $60 per barrel in 2017. The International Monetary Fund (IMF) has forecast a GDP growth of 0.6% for Nigeria in 2017, and the Federal Government which has launched an Economic Recovery and Growth Plan, has equally expressed optimism that the economic recession would end by end of second half of 2017. The recovery is predicated, among several scenarios, on the back of expected increase in the country’s crude oil production and the anticipated change in the Central Bank of Nigeria (CBN’s) foreign exchange policy. Distinguished shareholders, I am delighted to inform you that we are seriously monitoring developments both in the local and global economy, and adapting our strategies as appropriate. The company’s overall strategy shall continue to positively impact its current size and status, and our investments in the required areas will continue to ensure effective and efficient delivery of our avowed goals. The upgrading and construction of new facilities at our installations are nearing completion which will further bolster the company’s competitive edge and broaden our customer base in all segments of the business. We are relentlessly evolving bigger and better business prepositions with an eye on the future to continue to deliver excellent results. In closing, let me express my gratitude to all those who made it possible for us to achieve this brilliant result. Thank you all for your support. DR. MIKE ADENUGA (JR), GCON CHAIRMAN CHAIRMAN’S STATEMENT (CONT’D) 18 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 19. The Directors hereby submit to the members, their Annual Report together with the Audited Financial Statements for the year ended 31 December, 2016. BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 1. Legal Status Conoil Plc (formerly National Oil and Chemical Marketing Plc) was incorporated in 1960 as a private limited liability company. The Company was converted to a public company on 29 August, 1991. In the year 2000, the Federal Government of Nigeria through the Bureau of Public Enterprises (BPE) bought 40% issued ordinary shares of the Company held by Shell Company of Nigeria (UK) Limited. Following the privatization of the Company, Conpetro Limited acquired 60% of the issued shares of the Company. As a result of a rights offering by the Company in 2002, Conpetro Limited now holds 74.4% of the issued capital while members of the Nigerian public hold the remaining 25.6% stake in the Company. The principal activities of the Company are the marketing of refined petroleum products, manufacturing and marketing of lubricants, household and liquefied petroleum gas for domestic and industrial use. The following is a summary of the Company’s operating results: The Directors recommend the payment of a dividend of 310 kobo per share on the results for the year 2016. The names of the Directors that served during the year are as listed on page 14. 2. Principal activities 3. Results for the year 4. Dividends 5. Changes on the Board of Directors i. MR. TEJBIR SINGH SAWHNEY (Indian) resigned as Managing Director of the Company ii. MR. WASIU ADEYINKA ADEBIYI resigned as Director of the Company with effect from 21 June, 2016. with effect from 30 September, 2016. Revenue Profit Before Tax Profit After Tax Proposed Dividend Share Capital Shareholders’ Fund 85,023,546 4,280,549 2,837,884 2,151,252 346,976 18,465,680 82,919,220 3,448,397 2,307,557 2,081,856 346,976 17,709,653 2.5 24.1 23.0 3.3 4.3 2016 N’000 2015 N’000 % Change 19Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 20. The interest of Directors, direct and indirect, in the shares of the Company as recorded in the Register of Directors’ shareholdings and / or as notified by them for purposes of sections 275 and 276 of the Companies and Allied Matters Act, CAP C 20 LFN 2004 is as follows: BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) 6. Directors’ interest in shares *Dr. Mike Adenuga (Jr) GCON Mr. Tejbir Singh Sawhney (Indian) Dr. M. E. Omatsola Engr. Babatunde Okuyemi Mr. Mike Jituboh Mr. Ike Oraekwuotu Miss Abimbola Michael-Adenuga Mr. Wasiu Adeyinka Adebiyi Mr. Akin Fabunmi Nil Nil 541 8,500 Nil Nil Nil Nil Nil 103,259,720 Nil Nil Nil Nil Nil Nil Nil Nil 103,259,720 Nil 541 8,500 Nil Nil Nil Nil Nil 103,259,720 Nil 541 8,500 Nil Nil Nil Nil Nil Directors Direct Number Indirect Number Total 2016 Number Total 2015 Number iii. MR. AKIN FABUNMI resigned as Executive Director, Finance of the Company with effect from 11 May, 2017. iv. MR. SANJAY MATHUR was appointed as Ag. Managing Director of the Company with effect from 11 May, 2017. v. MR. BAMIDELE OGUNNAIKE was appointed as Executive Director, Finance of the Company with effect from 11 May, 2017. vi. MR. JOSHUA ARIYO was appointed as Non-Executive Director of the Company with effect from 11 May, 2017. vii. MR. ADEMOLA IDOWU was appointed as Non-Executive Director of the Company with effect from 11 May, 2017. viii. ARCH. HARCOURT ADUKEH was appointed as Non-Executive Director of the Company with effect from 11 May, 2017. For the purposes of Section 277 of the Companies and Allied Matters Act CAP C20 LFN 2004, none of the Directors has notified the Company of any disclosable interests in contracts involving the Company during the year. 7. Contracts 20 Conoil plc/EnhancingCustomerExperience/2016 Annual Report *Representing Conpetro Limited
  • 21. As at 31 December, 2016, the range of shareholdings of the Company was as follows: 9. Major shareholding 8. Shareholdings BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) 2016 Number of Shares 2015 Number of Shares% % Conpetro Limited 516,298,603 74.40 516,298,603 74.40 According to the Register of members, no shareholder of the Company other than Conpetro Limited, as noted below, held more than 5% of the issued shares of the Company as at 31 December, 2016. The shares of the Company were held as follows: 126,411 14,614 1,069 910 108 95 11 10 7.61 3.80 1.12 2.64 1.09 2.90 1.22 79.62 88.26 10.20 0.75 0.64 0.08 0.07 0.01 0.01 126,411 141,025 142,094 143,004 143,112 143,207 143,218 143,228 52,782,264 26,374,907 7,750,624 18,348,293 7,551,344 20,124,584 8,465,206 552,554,895 52,782,264 79,157,171 86,907,795 105,256,088 112,807,432 132,932,016 141,397,222 693,952,117 Share Range No of Holders Holders’ % Holders’ Cum Units % Units Units Cum 100.00100.00 693,952,117143,228 1 1,000 1,001 5,000 5,001 10,000 10,001 50,000 50,001 100,000 100,001 500,000 500,001 1,000,000 1,000,001 and above 21Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 22. 10. Share capital history Pre-1991 1991 1991 1995 1996 1997 1998 2002 2003 2004 47,000,000 125,000,000 150,000,000 28,000,000 75,000,000 75,000,000 200,000,000 200,000,000 200,000,000 200,000,000 350,000,000 350,000,000 350,000,000 28,000,000 28,000,000 42,000,000 21,000,000 24,500,000 117,647,059 57,829,000 28,000,000 28,000,000 56,000,000 84,000,000 126,000,000 147,000,000 171,500,000 171,500,000 289,147,059 346,976,059 14,000,000 56,000,000 112,000,000 168,000,000 252,000,000 294,000,000 343,000,000 343,000,000 578,294,117 693,952,117 Share split Bonus (1:1) Bonus (2:1) Bonus (2:1) Bonus (6:1) Bonus (6:1) Convertible loan stock Bonus (5:1) Year Increase N Increase N Cumulative N Cumulative N Authorised Share Capital Issued and Fully Paid Number of Shares Consideration BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) Conoil Plc (“Company”), which commenced operations in 1927 under the name Shell Trading Company, was incorporated as a limited liability company in 1960 and converted to a public limited liability company in 1991. Prior to 1991, it had an authorised share capital of N28 million divided into 14 million ordinary shares of N2.00 each, all of which were fully issued and paid up. These shares were sub-divided into ordinary shares of 50 kobo each in 1991. In 2002, the authorised share capital of the Company was increased to N350 million divided into 700 million ordinary shares of 50 kobo each. As at 2004, 694 million ordinary shares of 50 kobo each were issued and paid up. 22 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 23. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Final Final Final Final Final Final Final Final Final Final Final Final Final Final Final 31/12/2001 31/12/2002 31/12/2003 31/12/2004 31/12/2005 31/12/2006 31/12/2007 31/12/2008 31/12/2009 31/12/2010 31/12/2011 31/12/2012 31/12/2013 31/12/2014 31/12/2015 21/06/2002 20/06/2003 27/08/2004 25/11/2005 27/10/2006 31/08/2007 29/08/2008 18/12/2009 22/10/2010 24/06/2011 30/08/2012 04/10/2013 30/09/2014 23/10/2015 28/10/2016 0.50 2.00 3.50 2.00 2.50 2.75 2.75 1.00 1.50 2.00 2.50 1.00 4.00 1.00 3.00 171,500,000.0 686,000,000.0 2,024,029,409.5 1,387,904,234.0 1,734,880,292.5 1,908,368,321.8 1,908,368,321.8 693,952,117.0 1,040,928,175.5 1,387,904,234.0 1,734,880,292.5 693,952,117.0 2,775,808,468.0 693,952,117.0 2,081,856,351.0 154,350,000.0 617,400,000.0 1,821,626,468.6 1,249,113,810.6 1,561,392,263.3 1,717,531,489.6 1,717,531,489.6 624,556,905.3 936,835,358.0 1,249,113,810.6 1,561,392,263.3 624,556,905.3 2,498,227,621.2 624,556,905.3 1,873,670,715.9 Div. No Div. Type Year ended Declaration date Dividend rate per share N Total amount of Dividend (gross) N Total amount of Dividend (net) N BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) 11. Dividend payment history 12. Property, plant and equipment Changes in the value of property, plant and equipment were due to additions and depreciation as shown in Note 15. In the opinion of the Directors, the market value of the Company’s properties is not lower than the value shown in the financial statements. 13. Suppliers The major supplier of the Company’s products is Nigerian National Petroleum Corporation. 14. Distribution network The distribution of the Company’s products is done through its own network of branches, numerous dealers and distributors who are spread around the country. The Company has 385 dealers and distributors. 23Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 24. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. Alhaja Bola Alanamu Mrs. Julianah Ofurhe Capt. A. Adeyinka Mrs. M.O. Labinjo Mrs. Lami Ahmed Mr. Akin Olanrewaju Mr. Samuel Dixon Mr. Sheyi Adebayo Mrs. Rewane-Fabyan Mr. Tunde Ogundele Mrs. C.O. Okonedo Mrs. Rose Osipitan Mr. Adewale Adeleye Capt. Toriseju Ogisi Mr. Abimbola Olawale Mr. Kadiri Yunusa Mr. Samuel Okorho Golddust Ventures Philip Dillon Ikpaikpai A.M and Sons A. Likoro Ubolo Okpanachi Mr. Akinyemi Omoyeni Mr. Adebambo Bashorun Marina Service Station Alapere Mega Station Kilometer 10 Airport Road Station Herbert Macaulay Filling Station, Abuja. Kado Mega Station, Abuja Iganmu Station Eric Moore Service Station Hughes Avenue Service Station Toll Gate Mega Station Western Avenue Service Station Ipaja Station G.R.A. Mega Station Cele Mega Station Ikate – Lekki Mega Station Durumi Mega Station, Abuja Lugbe Extension Mega Station Utako Mega Station Obio Mega Station Kaita Road, Service Station Sokoto Road, Service Station Garki Service Station Chevron Mega Station Ajah Mega Station Marina, Lagos Island, Lagos. 3rd Axial Road, Lagos – Ibadan Expressway, Alapere Area, Lagos. FAAN Local Airport, Km. 10 Agege Motor Road, Ikeja, Lagos. Murtala Muhammed Airport Road, Lagos. Plot 763, Herbert Macaulay Way, CBD, FCT, Abuja. B5, Cadastral Zone, Kado Estate, Kado, FCT, Abuja. Old Apapa Road, by Costain Roundabout, Iganmu, Lagos. Eric Moore Road, Eric Moore, Surulere, Lagos. Herbert Macaulay Way, Alagomeji, Yaba, Lagos. Along Lagos – Ibadan Expressway, near old Toll gate, Alausa, Lagos. Western Avenue, Barracks Bus Stop, Surulere, Lagos. Ipaja Road, Ipaja, Lagos. Oba Akinjobi Road, by GRA Roundabout, Ikeja, Lagos. Cele Bus-stop, Apapa – Oshodi Expressway, Lagos. Ikate Elegushi/Lekki, Lekki – Epe Expressway, Lagos. B5, Cadastral Zone, Durumi District, Area 1, Durumi, FCT, Abuja. Plot 199 Cadastral Zone, Airport Road, Lugbe District, F.C.T, Abuja. Utako Cadastral Zone B5, Utako District, F.C.T, Abuja. Port Harcourt – Aba Express Way, Market Junction, Port Harcourt City, Rivers State. Kaita Road, Katsina. Sokoto Road, Zaria. 42, Festival Road, Area 10, Garki, F.C.T, Abuja. Lekki – Epe Express Way, Chevron Roundabout, Ajah, Lagos. Lekki – Epe Express Way, Lekki, Lagos DealerS/No. Station Location of Station BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) Some of the Company’s major dealers and distributors are as follows: 24 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 25. 15. Post balance sheet events There were no post balance sheet events which could have had a material effect on the state of affairs of the Company as at 31 December, 2016 and on the profit for the year to that date which have not been adequately provided for. 16. Shareholders’ relations The Company is conscious of and promotes shareholders’ rights. It continues to take necessary steps to improve on same. The benefits from contributions, advice and wisdom from the shareholder members of the statutory Audit Committee remain invaluable. 17. Employment and employees (i) Employment of disabled persons The Company’s employment policies ensure that there is no discrimination in considering application for employment including those of disabled persons. As at 31 December, 2016, no disabled person was in the employment of the Company. (ii) Employees involvement During the year, the Company maintained good relationship with its employees. To enhance communication between management and staff, management briefings were extended to all levels of staff during the year. These efforts were supplemented by regular consultative departmental / divisional meetings and in-house bulletins to keep employees informed on the state of the Company’s operations. (iii) Employees development The development and training of the Company’s staff continue to receive constant attention. It is the belief of the Company that the professional and technical expertise of its staff constitutes a major asset. (iv) Welfare The Company operates a contributory pension scheme under the Pension Reform Act, 2014 for the benefit of its employees. (v) Health The Company maintains well-equipped medical clinics at its head office and other major operational/manufacturing locations. This is complemented by free medical services during and after working hours by medical retainers in locations across the country. (vi) Safety and environment To enhance the health and safety of all employees, safety regulations are conspicuously displayed and enforced in all the Company’s offices and installations. The Company carries out safety and operations inspections on a regular basis. It also provides safety equipment in all its installations and retail outlets. In addition, safety training is provided for staff. Fire- fighting drills are regularly carried out to keep workers at alert in the event of a fire outbreak. The Company lays emphasis on industrial hygiene and inspection, and provides good sanitary facilities for its employees. The Company ensures non-pollution of the environment within its areas of operation. BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) 25Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 26. BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) 26 Conoil plc/EnhancingCustomerExperience/2016 Annual Report 18. Compliance with code of corporate governance In the conduct of its business, Conoil Plc ensures the observance of the highest standard of corporate governance. It complies particularly with the provisions of Code of Best Practices on Corporate Governance in Nigeria. The Company adopts a responsible approach in its activities by maintaining a high standard of openness and accountability while also taking into consideration the interest of stakeholders. During the year under review, Conoil Plc duly observed all regulations guiding its activities. Conoil Plc established structures/mechanism to enhance its internal control while the effectiveness of measures for enhancing operational and compliance control are constantly reviewed. Complaints Management Policy Framework The Company is in full compliance with the rule of the Securities and Exchange Commission which provides that “all Capital Market Operators should develop a Complaints Policy Framework on how to resolve complaints arising from issues covered under the Investment and Securities Act, 2007 (ISA). This rule became effective in February 2015. Securities Trading Policy In compliance with Rule 17.15, Disclosure of Dealings in Issuers’ Shares, Rulebook of the Exchange 2015 (Issuers Rule), the Company is currently finalizing its Securities Trading Policy as mandated by the Issuers Rule. The Policy when effective, applies to all Directors, members of the Audit Committee, employees of the Company and any other person in possession of insider information. The rule prevents these persons from dealing in the Company’s shares during the Non-Authorized Trading Period, in accordance with the Investment and Securities Act 2007; and the Post Listing Rules of The Nigerian Stock Exchange.” 18.1 The Board The Board during the period of year 2016 had a Non-Executive Director as Chairman, four (4) other non-executive Directors and four (4) executive Directors. It provided the required leadership for the Company for prudent and effective risk management while it also ensured that resources were available to enable the Company achieve its aims. The Board also reviewed the performance of Management. The Board during the year held four (4) meetings on 21 April, 2016; 22 June, 2016; 29 August, 2016 and 10 November, 2016. Attendance at the meetings was excellent. Names of Directors 21 April, 2016 22 June, 2016 22 June, 2016 10 November, 2016 Dr. Mike Adenuga (Jr) GCON P P P P Tejbir Singh Sawhney (Indian) A P P A Dr. M.E. Omatsola P P P P Mr. Wasiu Adeyinka Adebiyi P R R R Miss. Abimbola Micheal-Adenuga P P P P Mr. Akin Fabunmi P P P P Mr. Ike Oraekwuotu P P P P Mr. Mike Jituboh P P P P Engr. Babatunde Okuyemi A A A A Attendance keys: P=Present; A=Absent with apology; N=Not yet appointed; R=Resigned
  • 27. BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) 18.2 Board Committees: In observance of the Code of Best Practices in Corporate Governance, the Board established the following committees: I. The Executive Board Committee The Executive Board Committee, led by the Acting Managing Director and comprising the Executive Directors, sets the Company’s priorities and targets, allocates resources and ensures the effective running of the Company. The Executive Board ensures that the Company’s resources are fully utilized to meet the Company’s goals. The Committee held five meetings on 4 January, 2016; 19 April, 2016; 16 June, 2016; 11 October, 2016 and 9 December, 2016. Attendance at the meetings was excellent. Mr. Tejbir Singh Sawhney (Indian) Mr. Wasiu Adeyinka Adebiyi Miss Abimbola Micheal-Adenuga Mr. Akin Fabunmi Dr. M.E. Omatsola Mr. Mike Jituboh Mr. Akin Fabunmi Mr. Peter K. Awokulehin (Financial Consultant) A P P P P P P P P P P P A P P P P P P P A A P P A A P P Names Names 4 January, 2016 7 January, 2016 9 December, 2016 11 October, 2016 16 June, 2016 19 April, 2016 8 December, 2016 Attendance keys: P=Present; A= Absent with apology Attendance key: P=Present II. Operation Review Committee Members of this Committee are one Executive Director, two non-executive Directors and a Financial Consultant with the non-executive Director as Chairman of the Committee. The Committee deliberates on matters relating to the general Operating Expenditure (OPEX), Capital Expenditure (CAPEX), general finance and administration of the Company and reports same to the Board. The Committee held two (2) meetings on 7 January, 2016 and 8 December, 2016. Attendance at the meetings was excellent. 27Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 28. Dr. M.E. Omatsola Mr. Tejbir Singh Sawhney Mr. Ike Oraekwuotu Mr. Akin Fabunmi Mr. Ike Oraekwuotu Mr. Mike Jituboh Miss Abimbola Michael-Adenuga Mr. Wasiu Adeyinka Adebiyi P P P A P P P P P A P P P A P P P P P P Names Names 13 May, 2016 12 January, 2016 16 September, 2016 29 July, 2016 12 September, 2016 Attendance keys: P=Present; A= Absent with apology Attendance keys: P=Present; A=Absent with apology III. Risk Management Committee The Committee is responsible for evaluating and handling issues relating to risk management in the Company. The Committee held three (3) meetings on 12 January, 2016, 29 July, 2016 and 12 September, 2016. Attendance at the meetings was excellent. IV. Remuneration Committee The Committee acts on behalf of the Board on all matters related to the workforce. The Committee held two (2) meetings on 13 May, 2016 and 16 September, 2016. Attendance at the meetings was excellent. The members are as follows: BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) 28 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 29. BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) 18.3 Audit Committee In compliance with Section 359 (3) of the Companies and Allied Matters Act, CAP C20 LFN 2004 and Section 11, Part E of the amended Code of Corporate Governance, the Company has in place an Audit Committee consisting of six members, three of whom are representatives of shareholders, one Executive Director and two Non-Executive Directors with the Company Secretary/Legal Adviser as the Secretary. The Committee has as its Chairman, a member representing the shareholders and holds meeting from time to time to deliberate on Audit Scope and Plan, the Time Table of the Company for the year, the Audited Accounts and unaudited trading results of the Company. They also review the Management Letter prepared by the External Auditors of the Company. The Committee carries out an oversight of the Company’s financial controls, the internal audit functions as well as assessing the external audit process including relating with the external auditors. These are in addition to the review of the risk management systems. In the performance of its functions, the Committee has unrestricted, direct access not just to the internal audit department but also to the external auditors. Any member may nominate a shareholder as member of the Audit Committee, by giving notice in writing of such nomination to the Company Secretary at least 21 days before the Annual General Meeting. The Committee held four (4) meetings on 28 April, 2016, 26 May, 2016, 21 June, 2016 and 26 September, 2016. Attendance at the meetings was very good. Mr. Oladepo Olalekan Adesina Chief Joshua Oluwole Oginni Mr. Jonathan Akin Fawibe Mr. Mike Jituboh Mr. Ike Oraekwuotu Mr. Akin Fabunmi Chairman rep. of Shareholders Member rep. of Shareholders Member rep. of Shareholders Non-Executive Director Non-Executive Director Executive Director P P P P A P P P P P P P P P P P P P P P P P P P Names Designation 26 September, 2016 21 June, 2016 26 May, 2016 28 April, 2016 Attendance keys: P=Present; A=Absent with apology 29Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 30. 18.4 Management Committees I. Executive Management Committee The Committee is comprised of Senior Management staff and Heads of Department. The Committee holds its meetings every Friday to deliberate on daily management operations, business reviews, targets and sundry issues. Members of the Committee are: The Managing Director Chairman Executive Director, Retail Member Finance Director Member Executive Director, Business Operations Member Financial Adviser Member General Manager, Process and Expenditure Member Chief Operating Officer, Aviation Member Head, Retail Business Member Head, Internal Audit Member Head, Central Operations Unit Member Head, Apapa Installation Member Head, Imports Member Head, Supply and Distribution Member Head, Lubricants Business Member Corporate Affairs Manager Member IT Manager Member Financial Controller Member Treasurer Member Company Secretary/Legal Adviser Member II. Tender Committee The Committee holds its meetings every Tuesday and Thursday to conduct negotiation to obtain the most technically and commercially competitive bid/vendor. The Committee thereafter makes recommendation to the Management or the Board as the case may be. The members of the Committee are as follows: Finance Director Chairman Financial Adviser Member Head, Internal Audit Member Head, Apapa Installation Member Procurement Manager Member Head of User Department concerned Member BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) 30 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 31. BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) III. Import Committee The Committee is responsible for the procurement of petroleum products and to ensure that petroleum products are available to the Company timely and at the best possible price. The Committee meets as the need arises on every transaction. The Committee thereafter makes recommendation to the Management or the Board as the case may be for approval. Members of the Committee are as follows: Managing Director Chairman Finance Director Member Head, Imports Member Head, Central Operations Unit Member Head, Internal Audit Member IV. Process & Expenditure Committee The Committee sits to consider all processes and identify areas of bottlenecks that may impede smooth and speedy resolution of issues with a view to having better control in running of the Company. The Committee also scrutinizes all proposed expenditures of the Company to determine that the expenditures are reasonable and fair. The Committee meets every week. The members of the Committee are as follows: General Manager, Process & Expenditure Chairman Financial Controller Member Head, Internal Audit Member 18.5 Conoil Plc and its shareholders In its interaction with its shareholders, the Company lays emphasis on effective communication. Through its reports and the Annual General Meeting, the Board renders stewardship to the Company’s shareholders. Outside these, the Board has in place other avenues for interaction with shareholders such as other less formal meetings and contacts. The inclusion of the representatives of the shareholders in the Audit Committee ensures that the shareholders are kept abreast of developments in the Company. 18.6 Donations and Corporate Social Responsibility There were no donations in the year. The company undertook corporate social responsibility as shown in the table below. S/N 1. 2. 3. In Port Harcourt Ibeto Junction to Marcobar Road Construction jointly executed with TSL Financial support to Bundu-Ama Community (host community) at year ends 3 Nos. Catwalk Construction for Pedestrians Duration 2014 - 2016 Annually Up to 2017 Cost Estimate N147,000.000.00 Varied Sums N1,000,000.00 18.7 Internal Financial Controls The Company has in place procedures and structures for an effective control environment that promotes an orderly and efficient conduct of the Company’s business. These include the safeguarding of the Company’s assets and the maintenance of proper accounting records and financial information among others. The Audit Committee also plays a vital role in ensuring a sound system of internal control. 31Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 32. BOARD OF DIRECTORS’ REPORT for the year ended 31 December, 2016 (Cont’d) 19. Conoil Plc And The Law Conoil Plc ensures compliance with the laws and regulations guiding its operations in Nigeria. The Company has in place the following policies which are available on the website of the Company: www.conoilplc.com i. Securities Trading Policy ii. Complaint Management Policy iii. Code of Conduct and Business Ethics iv. Anti-Bribery and Corruption Policy v. Anti-Money Laundering and Combating Terrorism Financing Policy vi. Market Conduct Policy 19.1 Regulatory Compliance The Company submitted its Audited Financial Statements for the year ended 31 December, 2016 out of time to the Nigerian Stock Exchange (NSE) and was penalized by the Exchange for the sum of N2.3 million in 2016. Apart from this, the Company complied with other laws and regulations. 19.2 Interaction with the society The Company in its activities pays due attention to ethical values, complies with legal requirements and takes into consideration the various stakeholders comprising not just its members but also the general populace and communities where it carries on business. The Company ensures maximum care for the environment where it operates by maintaining the highest environmental standards. Being an employer, supplier and consumer, Conoil Plc contributes to the economic growth of the country. 20. Auditors The Auditors, Messrs Nexia Agbo Abel & Co. have indicated their willingness to continue in office in accordance with Section 357 (2) of the Companies and Allied Matters Act CAP C20 LFN 2004. A resolution will be proposed authorising the Directors to determine their remuneration. By Order of the Board Conrad Eberemu Company Secretary / Legal Adviser FRC/2017/NBA/00000016701 9 June, 2017 Conoil Plc, Bull Plaza, 38 / 39, Marina, Lagos. 32 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 33. Statement of Directors’ Responsibilities Independent Auditor’s Report Report of the Audit Committee Statement of Profit or Loss and other Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements Statement of Value Added Five-Year Financial Summary 34 35 39 40 41 42 43 44 89 90 The Accounts 33Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 34. The Directors of Conoil Plc (“the Company”) are responsible for the preparation of the financial statements that give a true and fair view of the financial position of the Company as at 31 December, 2016, and the results of its operations, cash flows and changes in equity for the period 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 financial statements, the Directors are responsible for: • properly selecting and applying accounting policies; • presenting information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; • 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 Company’s financial position and financial performance; and • making an assessment of the Company’s ability to continue as a going concern The Directors are responsible for: • designing, implementing and maintaining an effective and sound system of internal controls throughout the Company; • maintaining adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company, and which enable them to ensure that the financial statements of the Company comply with IFRS; • maintaining statutory accounting records in compliance with the legislation of Nigeria and IFRS; • taking such steps as are reasonably available to them to safeguard the assets of the Company; and • preventing and detecting fraud and other irregularities. Going Concern The Directors have made an assessment of the Company’s ability to continue as a going concern and have no reason to believe the Company will not remain a going concern in the year ahead. The financial statements of the Company for the year ended 31 December, 2016 were approved by the Directors on 9 June, 2017. On behalf of the Directors of the Company STATEMENT OF DIRECTORS’ RESPONSIBILITIES Mr. Sanjay Mathur Managing Director FRC/2017/NIM/00000016851 Mr. Bamidele Ogunnaike Finance Director FRC/2013/ICAN/00000001162 Mr. Ike Oraekwuotu Director FRC/2016/NIM/00000015427 for the year ended 31 December, 2016 34 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 35. INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF CONOIL PLC ON THE AUDIT OF THE FINANCIAL STATEMENTS We have audited the accompanying financial statements of Conoil Plc which comprise the statement of financial position as at 31 December, 2016, the statement of profit or loss and other comprehensive income, statement of changes in equity, statement of cash flows for the year then ended, a summary of significant accounting policies and other explanatory information set out on pages 44 to 88. In our opinion, the financial statements present fairly, in all material respects, the financial position of Conoil Plc as at 31 December, 2016 and the financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards, Companies and Allied Matters Act CAP C20 LFN 2004 and the Financial Reporting Council of Nigeria Act No 6, 2011. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the requirements of the Institute of Chartered Accountants of Nigeria Professional Code of Conduct and Guide for Accountants (ICAN Code) and other independence requirements applicable to performing audits of financial statements in Nigeria. We have fulfilled our other ethical responsibilities in accordance with the ICAN Code and in accordance with other ethical requirements applicable to performing audits in Nigeria. The ICAN Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Parts A and B). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 43 Anthony Enahoro Street Utako District, Abuja-Nigeria. T: +234 (0) 809. 238. 4074 W: www.nexianigeria.com Opinion 35Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 36. INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF CONOIL PLC ON THE AUDIT OF THE FINANCIAL STATEMENTS (Cont’d) Contingent liabilities See note 3.14 and note 35 to the financial statements. How our audit addressed the matter - We received the list of outstanding litigation and claims and discussed the developments in the new and outstanding litigation and claims. - We considered management’s assessment of the possible outcome of the litigation and claims for selected cases by discussing the matters with the legal team. - We corroborated the discussion held with management with confirmations from solicitors. - We recomputed the provisions for significant provisions. Key audit matter Contingent liabilities relate to estimates including costs related to litigation and claims. The Company is exposed to a number of litigation and claims from suppliers. In recognising the contingent liabilities, the Directors determine their best estimate of related expenses and liabilities based on their judgment of specific details of the individual litigation and claims. Since actual expenses will depend on the future outcome of the litigation and claims, the provision for contingent liabilities is subject to inherent uncertainty. Other information The directors are responsible for the other information. The other information comprises the Directors’ Report which we obtained prior to the date of this auditor’s report. The other information does not include the financial statements and our auditor’s report thereon. Revenue recognition See note 3.3 and note 5 to the financial statements. Key audit matter Revenue is a significant measure of the performance of the Company. There is a risk of misstatement of revenue due to inadequate cut-off procedures or wrong application of IFRS 15. How our audit addressed the matter - Our audit procedures include testing of the design, existence and operating effectiveness of internal control procedures implemented as well as test of details to ensure accurate processing of revenue transactions. - We obtained and reviewed sales documents to ensure revenue were recognised in line with IFRS 15. - We performed substantive analytical procedures and investigated differences in excess of the threshold. - We reviewed basis of valuation of foreign denominated contracts. - We performed cut-off tests to ensure that revenue were not under/over stated. 36 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 37. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. Based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, if we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of management and those charged with governance for the financial statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Companies and Allied Matters Act CAP C20 LFN 2004, the Financial Reporting Council of Nigeria Act No 6, 2011, the International Financial Reporting Standards and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF CONOIL PLC ON THE AUDIT OF THE FINANCIAL STATEMENTS (Cont’d) 37Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 38. INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF CONOIL PLC ON THE AUDIT OF THE FINANCIAL STATEMENTS (Cont’d) - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists relating to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Report on other legal and regulatory requirements In compliance with the requirements of the Sixth Schedule of the Companies and Allied Matters Act CAP C20 LFN 2004, we confirm that: (i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (ii) the Company have kept proper books of account, so far as appears from our examination of those books; and (iii) the statements of financial position and comprehensive income are in agreement with the books of account and returns. Tolulope Fasanya - FRC/2012/ICAN/00000000109 for: Nexia Agbo Abel & Co Chartered Accountants Abuja, Nigeria 9 June, 2017 38 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 39. REPORT OF THE AUDIT COMMITTEE In compliance with the provisions of Section 359 (6) of the Companies and Allied Matters Act (CAP C20) Laws of the Federation of Nigeria, 2004, we confirm that we have: 1. Reviewed the scope and planning of the audit requirements 2. Reviewed the External Auditors’ Management Letter for the year ended 31 December, 2016 as well as the Management’s response thereon; and 3. Ascertained that the accounting and reporting policies of the Company for the year ended 31 December, 2016 are in accordance with legal requirements and agreed ethical practices. In our opinion, the scope and planning of the audit for the year ended 31 December, 2016 were adequate and Management’s responses to the External Auditors’ findings were satisfactory. In addition, the scope, planning and reporting of these Financial Statements were in compliance with the requirement of the Financial Reporting Standards as adopted by the Company. Mr. Oladepo Olalekan Adeshina *Chairman FRC/2013/NIM/00000003678 31 May, 2017 Members of the Audit Committee Mr. Joshua Oluwole Oginni Mr. Babatunde Aderenle Mr. Mike Jituboh Mr. Ike Oraekwuotu Mr. Joshua Ariyo *Waiver obtained from the FRC to allow the Chairman sign the Report of the Audit Committee as a non member of a professional accounting body. for the year ended 31 December, 2016 39Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 40. STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the year ended 31 December, 2016 The notes on pages 44 to 88 form part of these financial statements. 40 Conoil plc/EnhancingCustomerExperience/2016 Annual Report Revenue Cost of sales Gross profit Other operating income Other gains and losses Distribution expenses Administrative expenses Finance cost Profit before tax Income tax expense Profit for the year Other comprehensive income for the year net taxes Total comprehensive income Earnings per share Basic earnings per share (kobo) 85,023,546 (70,882,997) 14,140,549 2,280,235 155,237 (2,534,598) (7,995,977) (1,764,897) 4,280,549 (1,442,665) 2,837,884 2,837,884 409 82,919,220 (71,381,463) 11,537,757 2,718,438 2,533,281 (2,697,837) (6,885,734) (3,757,508) 3,448,397 (1,140,840) 2,307,557 2,307,557 333 5 6 7 8 9 10 11 12 13 14 2016 N’000Note 2015 N’000
  • 41. as at 31 December, 2016 STATEMENT OF FINANCIAL POSITION Assets Non-current assets Property, plant and equipment Intangible assets Investment property Other financial assets Prepayments Deferred tax assets Total non-current assets Current assets Inventories Trade and other receivables Prepayments Cash and bank balances Total current assets Total assets Equity and liabilities Equity Share capital Share premium Retained earnings Total equity Non - Current liabilities Distributors’ deposits Deferred tax liabilities Decommissioning liability Total non-current liabilities Current liabilities Borrowings Trade and other payables Current tax payable Total current liabilities Total liabilities Total equity and liabilities 2,438,466 63,680 347,550 10 163,045 2,749,942 5,762,693 5,255,596 16,383,929 135,890 42,295,355 64,070,770 69,833,463 346,976 3,824,770 14,293,934 18,465,680 502,859 428,694 52,141 983,694 8,990,872 37,358,764 4,034,453 50,384,089 51,367,783 69,833,463 3,169,460 74,294 397,200 10 97,104 1,994,988 5,733,056 5,550,287 28,024,348 189,116 29,890,557 63,654,308 69,387,364 346,976 3,824,770 13,537,907 17,709,653 501,697 693,515 38,200 1,233,412 18,235,913 28,859,842 3,348,544 50,444,299 51,677,711 69,387,364 15 16 17 18 19 13 20 21 19 22 23 23 24 27 13 28 22 26 13 2016 N’000Note 2015 N’000 Mr. Sanjay Mathur Managing Director FRC/2017/NIM/00000016851 Mr. Bamidele Ogunnaike Finance Director FRC/2013/ICAN/00000001162 Mr. Ike Oraekwuotu Director FRC/2016/NIM/00000015427 These financial statements were approved by the Board of Directors on 9 June, 2017 and signed on its behalf by: 41Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 42. STATEMENT OF CHANGES IN EQUITY as at 31 December, 2016 Share capital N’000 Share premium N’000 Retained earnings N’000 Total equity N’000 Balance at 1 January 2015 Profit for the year Other comprehensive income (net of tax) Total comprehensive income Dividends to shareholders Balance at 31 December, 2015 Balance at 1 January, 2016 Profit for the year Other comprehensive income (net of tax) Total comprehensive income Dividends to shareholders Balance at 31 December, 2016 346,976 346,976 346,976 346,976 3,824,770 3,824,770 3,824,770 3,824,770 11,924,301 2,307,558 2,307,558 (693,952) 13,537,907 13,537,907 2,837,884 2,837,884 (2,081,856) 14,293,934 16,096,047 2,307,558 2,307,558 (693,952) 17,709,653 17,709,653 2,837,884 2,837,884 (2,081,856) 18,465,680 The notes on pages 44 to 88 form part of these financial statements. 42 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 43. for the year ended 31 December, 2016 STATEMENT OF CASH FLOWS Profit before tax Adjustments to reconcile profit before tax to net cash provided: Interest from bank deposits Interest on delayed subsidy payment Interest on bank overdraft Accretion expense Depreciation of property, plant and equipment Depreciation of investment property Amortisation of intangible assets Withholding tax credit Changes in working capital: (Increase)/decrease in inventories Decrease in trade and other receivables (Increase)/decrease in trade and other payables Increase in distributors’ deposits Cash generated by operations Tax paid Value added tax paid Net cash generated in operating activities Cashflows from investing activities Purchase of property, plant and equipment Interest received Net cash generated by investing activities Cashflows from financing activities Interest paid Dividends paid Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December 4,280,549 (2,151) (1,905,104) 1,762,796 2,101 1,184,287 49,650 10,614 294,691 11,627,704 8,807,476 1,162 26,113,774 (1,776,533) (294,611) 24,042,630 (453,293) 1,907,255 1,453,962 (1,764,897) (2,081,856) (3,846,753) 21,649,839 11,654,643 33,304,482 7 7 11 11 15 16 17 13 15 7 11 24 22 3,448,397 (1,719) (2,544,932) 3,751,819 5,689 1,329,065 49,650 10,614 (44,948) (34,092) 16,483,649 (14,266,521) 3,350 8,190,021 (2,153,497) (408,910) 5,627,614 (571,139) 2,546,651 1,975,512 (3,757,508) (693,952) (4,451,460) 3,151,666 8,502,977 11,654,643 The notes on pages 44 to 88 form part of these financial statements. 2016 N’000Note 2015 N’000 43Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 44. NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December, 2016 1. The Company Conoil Plc (“The Company”) was incorporated in 1960. The Company’s authorised share capital is 700,000,000 ordinary shares of 50k each. The Company was established to engage in the marketing of refined petroleum products and the manufacturing and marketing of lubricants, household and industrial chemicals. 1.1 Composition of Financial Statements The financial statements are drawn up in Nigerian Naira, the financial currency of Conoil Plc, in accordance with IFRS accounting presentation. The financial statements comprise: - Statement of profit or loss and other comprehensive income - Statement of financial position - Statement of changes in equity - Statement of cash flows - Notes to the financial statements Additional information provided by the management includes: - Value added statement - Five-year financial summary 1.2 Financial period These financial statements cover the financial year from 1 January, 2016 to 31 December, 2016 with comparative figures for the financial year from 1 January, 2015 to 31 December, 2015. 2. Adoption of new and revised International Financial Reporting Standards (IFRS) and Interpretations by the International Financial Reporting Interpretations Committee (IFRIC) Accounting standards and interpretations issued but not yet effective The following revisions to accounting standards and pronouncements that are applicable to the Company were issued but are not yet effective. Where IFRSs and IFRIC interpretations listed below permit early adoption, the Company has elected not to apply them in the preparation of these financial statements. The full impact of these IFRSs and IFRIC Interpretations is currently being assessed by the company, but none of these pronouncements are expected to result in any material adjustments to the financial statements. Effective for the financial year commencing 1 January, 2017 - Amendments to IAS 7: Disclosure Initiative Effective for the financial year commencing 1 January, 2017 - Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses Effective for the financial year commencing 1 January, 2018 - Amendments to IFRS 2: Classification and Measurement of Share-based Payment Transactions 44 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 45. NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December, 2016 (Cont’d) Effective for the financial year commencing 1 January, 2018 - IFRS 9 Financial Instruments Effective for the financial year commencing 1 January, 2018 - IFRS 15 Revenue from Contracts with Customers Effective for the financial year commencing 1 January, 2019 - IFRS 16 - Leases All standards and interpretations will be adopted at their effective date and their implications on the Company are stated below: IAS 7 IAS 12 Disclosure Initiative Recognition of Deferred Tax Assets for Unrealised Losses 29 January, 2016 19 January, 2016 1 January, 2017 Early adoption is permitted 1 January, 2017 Early adoption is permitted Standard/ Interpretation not yet effective as at 31 December, 2016 Summary of the requirements and assessment of impact Date issued by IASB Effective date periods beginning on or after This amends IAS 7 Statement of Cashflowtoclarifythatentitiesshall provide disclosures that enable users of the financial statements to evaluate changes in liabilities arising from financial activities. The Company will adopt the amendments for the year ending 31 December, 2017. The amendment to IAS 12 Income Taxesclarifiesthefollowingaspects: • Unrealised losses on debt instruments measured at fair value and measured at cost for tax purposes give rise to a deductible temporary difference regardless of whether the debt instrument’s holder expects to recover the carrying amount of the debt instrument by sale or by use. • The carrying amount of an asset does not limit the estimation of probable future taxable profits. • Estimates for future taxable profits exclude tax deductions resulting from the reversal of 45Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 46. NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December, 2016 (Cont’d) IAS 12 IFRS 9 Recognition of Deferred Tax Assets for Unrealised Losses Financial Instruments 19 January, 2016 24 July, 2014 1 January, 2017 Early adoption is permitted 1 January, 2018 Early adoption is permitted deductible temporary differences. • An entity assesses a deferred tax asset in combination with other deferred tax assets. Where tax law restricts the utilisation of tax losses, an entity would assess a deferred tax asset in combination with other deferred tax assets of the same type. The Company will adopt the amendments for the year ending 31 December, 2017. The IASB issued the final IFRS 9 Financial Instruments Standard, which replaces earlier versions of IFRS 9 and completes the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement. This standard will have a significant impact on the Company, which include changes in the measurement bases of the Company’s financial assets to amortised cost, fair value through other comprehensive income or fair value through profit or loss. Even though these measurement categories are similar to IAS 39, the criteria for classification into these categories are significantly different. In addition, the IFRS 9 impairment model has been changed from an “incurred loss” model from IAS 39 to an “expected credit loss” model, which is expected to increase the provision for bad debts recognised in the Company. The amendments apply retrospectively. The Company will adopt the amendments for the year ending 31 December, 2018. Standard/Interpretation not yet effective as at 31 December, 2016 Summary of the requirements and assessment of impact Date issued by IASB Effective date periods beginning on or after 46 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 47. NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December, 2016 (Cont’d) IFRS 2 IFRS 15 Classification and Measurement of Share-based Payment Transactions Revenue from contract with customers 20 June, 2016 28 May, 2014 1 January, 2018 Early adoption is permitted 1 January, 2018 Early adoption is permitted This clarifies the standard in relation to the accounting for cash-settled share- based payment transactions that include a performance condition, the classification of share-based payment transactions with net settlement features, and the accounting for modifications of share-based payment transactions from cash-settled to equity-settled. This standard replaces IAS 11 construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfer of Assets from Customers and SIC-31 Revenue – Barter of Transactions Involving advertising Services. The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five–step analysis of transactions to determine whether, how much and when revenue is recognised. This new standard will most likely have a significant impact on the Company, which will include a possible change in the timing of when revenue is recognised and the amount of revenue recognized. The Company will adopt the amendments for the year ending 31 December, 2018. Standard/Interpretation not yet effective as at 31 December, 2016 Summary of the requirements and assessment of impact Date issued by IASB Effective date periods beginning on or after 47Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 48. NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December, 2016 (Cont’d) IFRS 16 Leases 13 January, 2016 1 January, 2019 Under IFRS 16, the distinction made up to now between operating leases and finance leases will no longer apply with respect to the lessee. For all leases, the lessee recognizes a right of use to an asset and a lease liability. The right of use is amortized over the contractual term in line with the rules for intangible assets. The lease liability is recognized in accordance with the rule for financial instruments pursuant to IAS 39 (or IFRS 9 in future). Write-downs on the asset and interest on the liability are presented separately in the income statement. There are exemptions when accounting for short-term leases and low-value leased assets. The disclosures in the notes to the financial statements will be extended and should provide a basis for users to assess the amount, timing as well as uncertainties in relation to leases. For lessors, however, the rules in the new standard are similar to the previous rules in IAS 17. They will continue to classify leases either as a finance lease or an operating lease. The directors of the Company do not anticipate that the application of these amendments to IFRS 16 will have any impact on the Company’s financial statements. Standard/Interpretation not yet effective as at 31 December, 2016 Summary of the requirements and assessment of impact Date issued by IASB Effective date periods beginning on or after 48 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 49. NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December, 2016 (Cont’d) 3. Significant accounting policies 3.1 Statement of compliance The annual financial statements are prepared in accordance with International Financial Reporting Standards (IFRSs) and the requirements of the Companies and Allied Matters Act (CAMA) and the Financial Reporting Council of Nigeria Act. The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies adopted are set out below. 3.2 Accounting principles and policies The financial statements have been prepared in accordance with the Company’s accounting policies approved by the Board of Directors of the Company. 3.3 Revenue recognition Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts and sales related taxes (where applicable). Exchanges of petroleum products within normal trading activities do not generate any income and therefore these flows are shown at their net value in both the statement of profit or loss and other comprehensive income and the statement of financial position. 3.3.1 Sale of goods Revenue from the sale of goods is recognised when all the following conditions are satisfied: - the Company has transferred to the buyer the significant risks and rewards of ownership of the goods; - the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; - the amount of revenue can be measured reliably; - it is probable that the economic benefits associated with the transaction will flow to the entity; and - the costs incurred or to be incurred in respect of the transaction can be measured reliably. 3.3.2 Interest revenue Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition. 49Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 50. NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December, 2016 (Cont’d) 3.3.3 Service income Service income represents income from Entity’s property at service stations while rental income represents income from letting of the entities building. Both service income and rental income are credited to the statement of comprehensive income when they are earned. 3.4 Foreign currency translation The financial statements of the Company are prepared in Nigerian Naira which is its functional currency and presentation currency. In preparing the financial statements, transactions in currencies other than the Company’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting year, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. 3.5 Pensions and other post-employment benefits The Company operates a defined contribution pension plan for its employees and pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior years. In addition, payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions. The Company also operated a gratuity scheme for its qualified employees prior to 2008 which it has discontinued. 3.6 Taxation The tax expense represents the sum of the tax currently payable and deferred tax. 3.6.1 Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the reporting date. 3.6.2 Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will 50 Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 51. NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December, 2016 (Cont’d) be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised based on tax laws and rates that have been enacted at the reporting date. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. 3.7 Property, plant and equipment Property, plant and equipment held for use in the production or supply of goods or services, or for administrative purposes, are stated in the statement of financial position at cost less accumulated depreciation and accumulated impairment losses. The initial cost of the property plant and equipment comprise of its purchase price or construction cost, any directly attributable cost to bringing the asset into operation, the initial estimate of dismantling obligation (where applicable) and any borrowing cost. Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and assets under construction) less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting year, with the effect of any changes in estimate accounted for on a prospective basis. The basis for depreciation is as follows: Freehold land and Buildings Leasehold land and buildings Plant and machinery Motor vehicles 20 - 50 Years 20 - 50 Years 5 - 10 Years 2 - 5 Years 5% Over the period of the lease 15% 25% Estimated useful life range Rate 51Conoil plc/EnhancingCustomerExperience/2016 Annual Report
  • 52. NOTES TO THE FINANCIAL STATEMENTS for the year ended 31 December, 2016 (Cont’d) Freehold land and Assets under construction are not depreciated. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. 3.8 Intangible assets Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets are amortised on a straight-line basis over the following periods: Software 10 Years 10% Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains and losses arising from derecognition of an intangible asset is measured as difference between the net disposal proceeds and the carrying amount of the asset are recognised as profit or loss when the asset is derecognised. 3.9 Investment property Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes). The initial cost of the investment property comprise of its purchase price or construction cost, any cost directly attributable to bringing the asset into operation, the initial estimating of dismantling obligation (where applicable) and any borrowing cost. Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and assets under construction) less their residual values over their useful lives, using the straight-line method. Furniture, fittings and equipment: - Office furniture - Office equipment - Computer equipment Intangible Assets - Software 3 - 12 Years 5 - 15 Years 2 - 10 Years 5 - 10 Years 15% 15% 33.33% 10% Estimated useful life range Rate 52 Conoil plc/EnhancingCustomerExperience/2016 Annual Report