Distinguished Shareholders, Members of Regulatory Agencies, Invited Guests, Gentlemen of the Press, Ladies and Gentlemen.
I am delighted to welcome you all to the 66th Annual General Meeting of our Company and to present to you, our Annual Report and Financial Statements for the Financial Year ended 31st March 2015.
The Economic Environment:
The Global economy grew by 2.6 percent in 2014 against 2.5 percent in 2013 while Nigeria achieved a GDP growth rate of 5.9 percent which this time around was driven by non-oil sector. During the first- half of 2014, the Country rebased its GDP which resulted into an increase of 79 percent in the estimated size of the economy from previous assessed value of USD285.5 Billion to re-assessed value of USD509.9 Billion, thus, uplifting the Country to the top- most of Africa’s continent economy ahead of South Africa whose GDP is USD350 Billion.
However, the second-half of the year 2014 witnessed a sharp drop in crude oil prices which culminated into devaluation of Naira. The sharp drop in crude oil prices impacted significantly on the economy and raised up inflation rate from 8% in December 2014 to 8.2 percent in January 2015.
This situation as well as the continued security challenges in the Northern parts of the Country contributed largely to the depressed economic situation in which we find ourselves.
The Nigerian Economy is traditionally import based and depends on crude oil exports for forex earnings. Crude pricing demonstrated a mixed trend last year, peaking above $120 per barrel and dropping below the $100 mark. The significant development of the year was the removal of the Federal subsidy on the importation of petroleum products and resultant increase in pump prices by over 50%. While various agencies of the Government are investigating possible mis-use of the petroleum subsidy, the common man is struggling to cope with increased living costs.
Another and most disturbing aspect of last year was the unrest in the Northern region on account of “Boko Haram”activities. In the last 6months, the Country has witnessed a spate of bomb blasts and attacks on Government and citizens, causing fear in peoples’ minds. This has affected trading activity in general as well as cross-border trade.
The Central Bank of Nigeria continues to hold the Naira within a reasonable band, thanks to crude oil prices remaining in a zone higher than the budget number. However, every now and then, the currency shows weakness and threatens to cross the psychological barrier of N160 to $1. Inflation continues to be in double digits and in trying to curb it, the Central Bank of Nigeria is putting pressure on bank liquidity, thus pushing interest rates upwards. In fact, it confirms that there is going to be a general slowdown in all industrial and trading activities, as the interest rates will remain high and industries will be caught between higher costs and lower turnover.
The Company’s Revenue for the Financial Year ended 31st March 2015 decreased to N21.466 Billion as against N25.063 Billion achieved at the corresponding Financial Year of 31st March 2014 as a result of the harsh economic environment earlier enumerated. Moreso, your Company had to absorb foreign exchange loss of around N866 Million in addition to Income Tax Liability of over N700 Million.
Due to the loss of N2.986 Billion recorded at the end of Financial year of 31st March 2015, your Board is unable to recommend payment of Dividend for the reporting financial year.
Relentless efforts at mitigating the loss incurred during the ensuing financial year of 31st March 2015, would be made by your Board/Management at embarking on cost-saving measures including eliminating product lines that are not contributing to the bottom-line of the Company.
During the current financial year, strategic investment on Cold Rooms development in Lagos and Onitsha that can boost your Company’s Revenue would be commissioned with a view to enhancing its earnings.
However, it should be noted that given the prevailing Country’s volatility of Naira rate of exchange vis-à-vis other foreign currencies, the current financial year would be challenging but all efforts would be made to keep your Company afloat.
The CSR initiative being intensified by your Organization through Murli T. Chellaram Foundation extended Universities Education Scholarships to qualified Students in various Tertiary Institutions in Nigeria during the reporting year and also supported varied Medical related challenges to members of our Company’s Staffers and non-Staffers alike.
Please be assured that the momentum would be maintained in the current year.
On your behalf, let me express my gratitude to Management and Staff of our Company for their commitment in the face of obvious difficulties and would wish to assure them that priority would continue to be accorded to staff capacity building and maintenance of harmonious industrial relation between the Company and its work-force.
Thank you.
……………………………………………….
Otunba Solomon Kayode Onofowokan, OON CHAIRMAN
Below are links to view Chellarams financial reports, including our latest performance report and annual reviews. These reports will help you to better understand Chellarams from both a financial and business standpoint.
AUDITORS
15, CIPM Avenue, Central Business District,
Alausa, Ikeja.
+234 1 7941667
www.bdo-ng.com
REGISTRARS
2 Burma Road, Apapa, Lagos.
P.M.B 12717,
Lagos, Nigeria.
+234 1 279 3161
info@gtlregistrars.com
REGISTRARS
Ezinwanne D. Nnoruka (Mrs.)
Plot 110/114, Oshodi Apapa Expressway,
Isolo, Lagos, Nigeria.
+234 1 773 3838 / 39 / 40
ezinwanne@chellaramsplc.com
For any unpaid dividend claim, please contact:
GTL Registrars
2 Burma Road, Apapa, Lagos.
P.M.B 12717, Lagos, Nigeria.
+234 1 279 3160 / 1 / 2
Click here for Unclaimed Dividend Summary List
Complaints Management Policy
1. Preamble
This policy is established to ensure that:
Complaints about management function are investigated fairly and possible conflicts of interest are identified and mitigated.
Shareholders of the company are provided an avenue to express their reservations about the direction of the company on any matter.
Companies/firms shall post their Complaint Management Policies on their website.
Complaints are dealt with under a uniform body of rules and regulations and in an appropriate manner.
Information on complaints on complaints and complaints-handling to the relevant Competent Authority on a quarterly basis as directed by Securities and Exchange Commission.
2. The under listed complaints shall not be handled under the Complaint Management Framework of the Nigerian Capital Market:
Complaints against private wound up and liquidated companies.
Complaints on matters that are sub-judice or in arbitration.
Complaints falling outside the purview of the Securities and Exchange Commission
3. Procedure for making complaints
Every complaint received by email shall be acknowledged within two (2) working days. Where complaints are received by post, the company shall respond in writing within five (5) working days of the receipt of the complaint. Copies of the complaint and the acknowledgement letter shall be forwarded to SEC.
All complaints shall be resolved by the company within ten (10) working days from the date the complaint was received. The Competent Authority shall be notified of the resolution of the complaint within two (2) working days.
Where the complaint is not resolved within the given timeframe, the complainant or company shall refer the complaint to SEC within two (2) working days. The letter of referral shall be accompanied by a summary of proceedings of events leading to the referral and copies of relevant supporting documents.
All complaints shall be referred to the SEC within two (2) working days. The letter of referral shall be accompanied by a summary of proceedings of events leading to the referral and copies of relevant supporting documents.
4. Complaints lodged at first Instance
Complaints against the company may be lodged at first instance with the company.
All complaints lodged at first instance shall be resolved within twenty (20) working days.
For all complaints that are not resolved thereafter, the outcome shall be referred to SEC within five (5) working days.
5. Complaints Referred to SEC
Where the complainant is not satisfied with the decision of the company, the matter shall be referred by the complainant to the SEC within two working days.
Complaints referred by the company to SEC shall be resolved within twenty (20) working days of receipt of the complaint.
The letter of referral shall be accompanied by a summary of proceedings of events leading to the referral and copies of relevant supporting documents, within two (2) working days.
Failure to forward a summary of proceeding within the specified timeframe shall attract a sanction in line with the rules and regulations of the Commission.
6.Complaints Lodged at first Instance with the SEC
The following complaints may be lodged at first instance with the SEC:
Complaints against operators by SEC.
Trade manipulation, accounting frauds, Ponzi schemes and such other complaints as may be determined by the SEC from time to time.
In the case of (a) the SEC shall acknowledge receipt of complaints received from complainants by email, within five (5) working days.
In the case of (b), once a complaint is lodged at the SEC, the SEC shall;
Assess the complaint and decide whether the subject matter falls under the purview of SEC or whether it needs to be referred to another entity. The SEC shall assess the complaint within ten (10) working days.
After the assessment and where the SEC has ascertained that a complaint is within its purview, it shall launch an investigation to verify the assertions made in the complaint.
investigation shall be concluded within thirty (30) working days or for an extended time as the SEC deems fit.
Where it is determined by investigation that there is a prima facie case to be answered, the matter may be referred to the Administrative Proceedings Committee of SEC or where it is determined that a crime has been committed the matter shall be referred to the appropriate criminal agency for prosecution.
7. Complaints Referred to the SEC from relevant Competent Authorities
In cases where complaints are referred to the SEC from relevant Competent Authorities, the SEC shall:
Review the complaint and decide whether the subject matter falls under the purview of SEC or whether it needs to be referred to another entity. The SEC shall review the complaint within five (5) working days.
Where SEC determines that it falls within its purview, it shall resolve the complaint within twenty (20) working days or for an extended time as the SEC deems fit.
Complainants not satisfied with resolutions /decisions reached by SEC reserve the right to proceed to the Investments and Securities Tribunal (IST)
8. Register of Complaints:
The company shall maintain an electronic Complaints Register.
The Complaints Register shall contain the following details:
Name of the complainant
Date of the complaint
Nature of complaint
Complaints details in brief
Remarks/comments
The Complaints Register shall be up dated monthly.
Status reports of complaints filed with the entities shall be forwarded to the SEC quarterly.
1. PURPOSE
1.1 To outline Chellarams Plc’s share dealing policy which is applicable to all of its employees, directors, officers, contractors, agents, auditors or audit committee members, consultants and shareholders holding 5% or more of any class of Chellarams Plc’s securities (together “Applicable Persons”).
1.2 As Chellarams Plc’s shares are listed on the Nigerian Stock Exchange, Chellarams Plc is obliged to comply with the rules of the Nigerian Stock Exchange, the Investments and Securities Act as well as Securities and Exchange Commission (“SEC”) Rules and Regulations 2013 (“SEC Rules”), SEC Code of Corporate Governance for Public Companies 2013, the Companies and Allied Matters Act 2004 (“CAMA”), The Financial Reporting Council of Nigeria Act (“FRCN”) (together the “Relevant Securities Laws”).
1.3 The Relevant Nigerian Securities Laws imposes restrictions on dealings in the securities of a listed company (which would include shares) to ensure that employees and certain other persons do not abuse, and do not place themselves under suspicion of abusing price sensitive information that they may have or be perceived to have.
1.4 Care must therefore be taken in the timing of any ‘Dealings’ in Chellarams Plc’s shares.
2. THE POLICY
2.1 It is expressly prohibited for any Applicable Person or Connected Person to Deal in Chellarams Plc’s shares when:
they have Inside Information; or
they are notified by Chellarams Plc that trading is prohibited for a fixed period or until further notice.
2.2 Employee Insiders (as defined below) may not Deal in Chellarams Plc’s shares without obtaining clearance to Deal in advance in accordance with paragraph 6 (Clearance to Deal).
2.3 A breach of this Policy constitutes a serious employee disciplinary offence, which could result in dismissal, and may also expose Applicable Persons or Connected Persons to criminal and/or civil sanctions.
2.4 For the avoidance of doubt, this Policy is a supplement to, and not a substitute for any of the Relevant Securities Law.
3. DEFINITIONS APPLICABLE TO THIS POLICY
The following definitions are referred to within this Policy:
“Connected Persons” include:
the spouse or civil partner;
any children (including step-children) under 18 years of age;
a nominee, including an investment manager managing funds on their behalf;
a trust of which they, any member of their family, or any family controlled company, are the trustee or beneficiary;
a person in partnership with them or any of their connected persons mentioned in (a) to (c) above (acting in his or her capacity as such); or
a company which they or their family control.
“Deal” or “Dealing” includes:
any acquisition or disposal of, or agreement to acquire or dispose of the shares of the Company;
entering into a contract (including a contract for difference) the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the price of the shares of the Company;
the grant, acceptance, acquisition, disposal, exercise or discharge of any option to acquire or dispose of any of the shares of the Company;
entering into, or terminating, assigning or novating any stock lending agreement in respect of the shares of the Company;
using as security, or otherwise granting a charge, lien or other encumbrance over the shares of the Company;
any transaction, including a transfer for nil consideration, or the exercise of any power or discretion effecting a change of ownership of a beneficial interest in the shares of the Company; or
exercising any other right or fulfilling any obligation, present or future, conditional or unconditional, to acquire or dispose of any securities of the Company.
“Inside Information” is information of a nature which:
is not generally available to the general market; and
would, if generally available, be likely to have a significant effect on the price of Chellarams Plc’s shares.
“Employee Insiders” are Applicable Persons who are considered to have access to Inside Information on a regular or occasional basis and would automatically include:
all Directors of Chellarams Plc;
all Directors and Managers of Chellarams Plc’s Subsidiaries;
all Senior Executives of Chellarams Plc;
all Senior Executives of Chellarams Plc’s Subsidiaries;
certain members of the Finance division;
certain members of the Corporate Affairs division;
certain members of the Legal department;
certain members of the Information Technology department;
certain Personal Assistants; Executive Assistants/Administrative Assistants tot eh above roles;
any other person designated as an Employee Insider by any Director or Officer of Chellarams Plc, from time to time; and
acting as trustee: where a person to whom this policy applies acts as a trustee of a trust, this policy may also apply to dealings undertaken by that trust. Persons to whom this is relevant should seek further information from the Group Company Secretary/Legal Adviser.
If you are in doubt regarding whether you are classified as an Employee Insider, you must check with the Group Company Secretary/Legal Adviser. The Company Secretarial maintains a register of all Employee Insiders.
“Prohibited Period” is any Close Period or any period when there exists any matter which constitutes Insider Information in relation to Chellarams Plc.
4. SHARE DEALING RESTRICTIONS ON ALL APPLICABLE PERSONS
4.1 As an Applicable Person, you must not Deal in Chellarams Plc’s shares if you are in possession of Inside Information or if you are notified by Chellarams Plc that trading is prohibited for a fixed period under further notice. If you are in any doubt as to whether information you possess is Inside Information you should contact the Group Company Secretary/Legal Adviser before you Deal.
4.2 Your obligation not to Deal while in possession of Inside Information also applies to Dealing in shares of another company if such Inside Information would possibly have a significant effect on the price of the shares of that other company. For example, if Chellarams Plc was in negotiations to acquire another listed company or be sold to another listed company, share trading in both companies would be prohibited during the period of such negotiations.
4.3 If you are in possession of Inside Information, the prohibition on Dealing also applies to people connected to your ‘Connected Persons’ (see the above definition).
4.4 This Policy applies to all securities you now own, or may in the future acquire, whether you or any Connected Person hold such securities directly or indirectly.
5. SHARE DEALING RESTRICTIONS ON ALL EMPLOYEE INSIDERS
5.1 All Employee Insiders (or any Connected Persons) must not Deal in any securities of Chellarams Plc without obtaining clearance to Deal in advance in accordance with paragraph 6 (Clearance to Deal).
5.2 This restriction is designed in particular to protect Directors and Senior Executives who do not have access to Inside Information which may be known to the other members of the Board or who may be unable to correctly to assess the significance of the information. The object is to prevent embarrassment to the person concerned, the Board and Chellarams Plc as a whole.
5.3 The Group Company Secretary/Legal Adviser will be able to provide you with a form for you to complete your request for authorisation to Deal.
6. CLEARANCE TO DEAL
6.1 An Employee Insider who wishes to Deal in any securities of Chellarams Plc must first notify the Director designated by the Board for this purpose and must not Deal without first receiving clearance from him. This is in addition to the requirement that Directors and other insiders must notify SEC not later than 48 hours of sale and purchase of their shares under the SEC Rules. Provided that such notification does not relieve the Employee Insider of the obligation to comply with the provisions of any law or rules relating to insider trading.
6.2 If the Chairman, Chief Executive Officer, Managing Director or the Director designated by the Board for the purposes of paragraph 6.1, wishes to Deal in any securities of Chellarams Plc, he must first notify the Board and must not Deal without first receiving clearance from the Board in a Board meeting.
6.3 A response to a request for clearance to Deal must be given to the relevant Employee Insider within five business days of the request being made.
6.4 Chellarams Plc will maintain a record of the response to any Dealing request made by an Employee Insider and of any clearance given. A copy of the response and clearance (if any) must be given to the Employee Insider concerned.
6.5 An Employee Insider who is given clearance to Deal in accordance with this paragraph 6 (Clearance to Deal) must Deal as soon as being received excluding the day on which clearance was given. A fresh clearance must be sought if the dealing is not completed within this period. Failure to comply with this time period is a serious disciplinary matter and may also constitute a criminal offence.
6.6 An Employee Insider must not be given clearance to Deal in any security of Chellarams Plc during:
a Prohibited Period;
on considerations of a s short term nature (an investment with a maturity of one year or less will always be considered of a short term nature); or
at any time when the person responsible for the clearance otherwise has reasons to believe that the proposed Dealing is in breach of this Code.
6.7 In exceptional circumstances, an Employee Insider who is not in possession of Inside Information in relation to Chellarams Plc may be given clearance to sell, but not to purchase, securities to alleviate severe personal hardship. Examples of the type of circumstance which may be considered exceptional for these purposes would be where severe personal hardship would otherwise result to an Employee Insider or his immediate relatives such as the urgent need for a medical operation or to satisfy a court order where no other funds are reasonably available.
7. CLOSE PERIODS
7.1 Employee Insiders (and any Connected Persons) are prohibited from Dealing in Chellarams Plc’s shares during:
The 60 days preceding the announcement of the interim and full year results; or
If shorter, the period between the end of the relevant financial period and the announcement of associated results (a “Close Period”).
7.2 Employee Insiders will be given notice by the Group Company Secretary/Legal Adviser when Chellarams Plc is about to enter a Close Period.
8. CONFIDENTIALITY OBLIGATIONS
As you know, every Applicable Person is under an obligation to Chellarams Plc to ensure they do not disclose confidential information concerning Chellarams Plc, its business or its clients to anyone except in the necessary course of business. It is therefore important that you do not discuss confidential information in situations where it may be overheard, nor participate in discussions regarding decisions by others about investments in Chellarams Plc.
9. AMENDMENTS TO THIS POLICY
This Policy may be amended, revised or modified at any time. Any such amendments, revisions or modifications will be disseminated through Chellarams Plc.