NPF MICROFINANCE BANK PLC
RC. 220824
ANNUAL ACCOUNTS 31 DECEMBER 2022
NPF Microfinance Bank PLC
Annual Report - 31 December 2022
Contents | Page |
Corporate information | 1 |
Directors' report | 2 |
Corporate governance report | 8 |
Statement of directors' responsibilities | 15 |
Statement of corporate responsibility | 16 |
Report of the audit committee | 17 |
Independent auditor's report | 18 |
Statement of financial position | 23 |
Statement of profit or loss and other comprehensive income | 24 |
Statement of changes in equity | 25 |
Statement of cash flows | 26 |
Notes to the financial statements | 27 |
Other national disclosures: | |
Value added statement | 85 |
Financial summary | 86 |
NPF Microfinance Bank PLC
Annual Report - 31 December 2022
Corporate Information
Directors: | Mr. Azubuko Joel Udah (Esq.) | Chairman |
Mr. Akinwunmi M. Lawal | Managing Director | |
Mr. John Kwabe Tizhe | Executive Director | |
Mr. Francis C. Nelson | Executive Director | |
Mr. Usman Isa Baba | Non-Executive Director | |
Mr. Bello Makwashi | Non-Executive Director | |
Mr. Uzairu Abdullahi | Non-Executive Director | |
Mr. Abdulrahman Satumari | Non-Executive (Independent) Director | |
Mr. Salihu Argungu Hashimu | Non-Executive Director | |
Mrs. Rakiya Edota Shehu | Non-Executive (Independent) Director | |
Mr. Said Umar Fagge * | Non-Executive Director | |
*Appointed on 26 January 2023 | ||
Company Secretary: | Mrs. Osaro J. Idemudia | |
Aliyu Atta House | ||
1, Ikoyi Road, Obalende | ||
Lagos | ||
Registered Office: | Aliyu Atta House | |
1, Ikoyi Road, Obalende | ||
Lagos | ||
Independent Auditor: | KPMG Professional Services | |
KPMG Tower, | ||
Bishop Aboyade Cole Street, | ||
Victoria Island, | ||
Lagos | ||
Major Bankers: | United Bank for Africa Plc | |
57 Marina, Lagos Island, | ||
Lagos, Nigeria. | ||
Zenith Bank Plc | ||
Plot 84, Ajose Adeogun Street, | ||
Victoria Island, | ||
Lagos, Nigeria. | ||
Sterling Bank Plc | ||
20 Marina Road, | ||
Lagos Island, | ||
Lagos. | ||
First Bank of Nigeria Plc | ||
Samuel Asabia House | ||
35 Marina | ||
Lagos, Nigeria. | ||
Registrars: | CardinalStone Registrars Limited | |
335/337, Herbert Macaulay Way | ||
Yaba, Lagos | ||
Tax Identification Number: | 00122558-0001 |
1
NPF Microfinance Bank PLC
Annual Report - 31 December 2022
DIRECTORS' REPORT
The Directors are pleased to present to members their report on the affairs of NPF Microfinance Bank Plc, together with the Bank's audited financial statements and the Auditor's report for the financial year ended 31 December 2022.
- LEGAL FORM AND PRINCIPAL ACTIVITIES
The Bank was incorporated in Nigeria as a Private Limited Liability Company on 19 May 1993 under the provisions of the Companies and Allied Matters Act (CAMA) with RC No. 220824. It obtained a provisional license as a Community Bank from the Central Bank of Nigeria on 12 July 1993 with License No. FC 00200 and commenced operations on 20 August 1993. It obtained a final license from the Central Bank of Nigeria on 24 January 2002. It was registered as a Public Limited Company on 13 July 2006. The Bank was given an approval-in-principle to operate as a Microfinance Bank on 10 May 2007 and obtained the final license on 4 December 2007. The shares of the Bank were listed on the Nigerian Stock Exchange on 1 December 2010.
The principal activity of the Bank is the provision of banking and other permissible financial services to poor and low income households and micro enterprises with emphasis on members of the Nigerian Police Community. Such services include retail banking, loans and advances and other allied services.
The Bank currently has 49 branches nationwide from which it operates.
- OPERATING RESULTS
Highlights of the Bank's operating results for the year ended 31 December 2022 are as follows:
In thousands of naira | 31-Dec-2022 | 31-Dec-2021 |
Profit before tax | 1,324,166 | 1,030,575 |
Income tax expense | (441,998) | (323,082) |
Profit after tax | 882,168 | 707,493 |
Total comprehensive income | ||
883,816 | 704,235 | |
Basic and diluted earnings per share (kobo) | 15 | 31 |
- DIVIDENDS
In accordance to S.426 of the Companies and Allied Matters Act (2020), the Board of Directors, subsequent to the reporting date, recommended the payment of a dividend of 10 kobo (31 December 2021: 10 kobo) per share on the issued shares of 5,992,954,557 (31 December 2021: 5,393,659,101) ordinary shares, amounting to ₦599million (31 December 2021: ₦539million). The dividend proposed is subject to the approval of shareholders at the next Annual General Meeting (AGM). Withholding tax will be deducted at the point of payment.
- DIRECTORS
The Directors who served during the year under review are listed below:-
NAME | DESIGNATION | DATE OF APPOINTMENT | |
Mr. Azubuko Joel Udah (Esq.) | Chairman | 23 | July 2015 |
Mr. Adamu Usman* | Non-Executive Director | 25 | August 2021 |
Mr. Bello Makwashi** | Non-Executive Director | 28 | April 2022 |
Mr. Jibrin G. Gane | Non-Executive Director | 26 | October 2017 |
Mr. Usman Isa Baba | Non-Executive Director | 28 | May 2019 |
Mr. Abdulrahman Satumari | Non-Executive (Independent) Director | 28 | June 2018 |
Mr. Salihu Argungu Hashimu | Non-Executive Director | 28 | June 2018 |
Mrs. Rakiya Edota Shehu | Non-Executive (Independent) Director | 28 | June 2018 |
Mr. Uzairu Abdullahi | Non-Executive Director | 01 | December 2021 |
Mr. Akinwunmi M. Lawal | Managing Director | 26 | June 2014 |
Mr. John K. Tizhe | Executive Director, Operations | 02 | January 2020 |
Mr. Francis C. Nelson | Executive Director, Finance & Administration | 01 | August 2017 |
*Exited the Board on 17 March 2022
**Appointed to replace Mr. Adamu Usman following his retirement from the Nigeria Police Force
Subsequent to the year end, on 26 January 2023, Mr Said Umar Fagge was appointed as a Director in the Bank.
2
NPF Microfinance Bank PLC
Annual Report - 31 December 2022
DIRECTOR'S REPORT
- DIRECTORS' INTEREST IN SHARES
The interest of Directors who served on the Board in the issued share capital of the Bank as recorded in the Register of members during the financial year under review and/or as notified by the Directors for the purposes of Sections 301 of the Companies and Allied Matters Act (CAMA), 2020 and the listing requirements of the Nigerian Exchange Limited are as follows:
31 December 2022 | 31 December 2021 | |||
NAME OF DIRECTOR | DIRECT | INDIRECT | DIRECT | INDIRECT |
(units) | (units) | (units) | (units) | |
Mr. Azubuko Joel Udah (Esq.) | 4,444,444 | - | 4,000,000 | - |
Mr. Abdulrahman Satumari | - | - | - | - |
Mr. Usman Isa Baba | 5,096,178 | - | 2,162,000 | - |
Mr. Salihu Argungu Hashimu | 528,004 | - | - | - |
Mrs. Rakiya Edota Shehu | - | - | - | - |
Mr. Bello Makwashi * | - | 4,035,879,917 | - | - |
Mr. Jibrin. G. Gane * | 2,352,000 | " | 108,000 | 1,480,718,606 |
Mr. Uzairu Abdullahi** | - | 936,149,939 | - | - |
Mr. Akinwunmi M. Lawal | 5,637,250 | - | 5,025,861 | - |
Mr. John K. Tizhe | 1,917,487 | - | 707,749 | - |
Mr. Francis C. Nelson | 2,663,268 | - | 1,310,796 | - |
*Mr. Bello Makwashi and Mr. Jibrin G. Gane represent the interest of the Nigerian Police Cooperative Society Limited, which owns 4,035,879,917 (31 December 2021: 1,480,718,606) ordinary shares of 50k each in the issued share capital of the Bank for the year under review.
**Mr. Uzairu Abdullahi represent the interest of the Ngeria Police Welfare Insurance Cooperative Society Limited which owns 936,149,939 (31 December 2021: 234,305,460 ordinary shares of 50k each in the issued share capital of the Bank for the year under review.
Save as disclosed above, none of the directors notified the Bank of any disclosable interest in the Bank's share capital as at 31 December 2022. The Directors' interest in shares remained the same as at the date the 2022 audited financial statements was approved by the Board of Directors.
- DIRECTORS' INTEREST IN CONTRACTS
None of the Directors notified the Bank for the purpose of Section 303 of the Companies and Allied Matters Act (CAMA), 2020 of any direct or indirect interest in any contract or proposed contract with the Bank in the year 2022.
- RETIREMENT OF DIRECTORS
In accordance with S.285 (1) & (2) of the Companies and Allied Matters Act (CAMA), 2020 that one third of Directors shall retire from office at the Annual General Meeting, Mr. Abdulrahman Satumari, Mrs. Rakiya Edota Shehu and Mr. Argungu S. Hashimu retire by rotation and being eligible submit themselves for re-election. The profiles of all Directors, including the Directors to be presented for election/re-election are contained in the Annual Report.
- CHANGES TO THE BOARD
The Board remains adequately resourced and well structured to provide the requisite direction for management and general oversight for the Bank.
The Board of Directors at its meeting held on 26 January 2023 appointed Mr. Said Umar G. Fagge as a Non-Executive Director to fill the vacany created by the redeployment of Mr. Jibrin Garba Gane from the Police Cooperative Multipurpose Society Ltd.
The appointment of Mr. Fagge will be presented for members' approval at the annual general meeting pursuant to Section 274 (2) of the Companies and Allied Matters Act (CAMA) 2020.
- SUBSTANTIAL INTEREST IN SHARES
According to the Register of Members as at 31 December 2022, the following shareholders of the Bank held more than 5% of the issued ordinary share capital of the Company:
31 December 2022 | 31 December 2021 | |||
Shareholder | No. of Shares | Shareholding | No. of Shares | Shareholding |
(%) | (%) | |||
Nigeria Police Co-operative Society | 4,035,879,917 | 67.34 | 1,480,718,606 | 64.75 |
Limited | ||||
NPF Welfare Insurance Scheme | 936,149,939 | 15.62 | 234,305,460 | 10.25 |
In line with the Nigeria Exchange Limited (NGX) rules on the requirement for all listed companies to maintain a minimum free float of 20%, the issued Share capital of the Bank in free float is 16.66% as at 31 December 2022 (31 December 2021: 25%) . The NGX has granted the Bank a one (1) year extension to ensure certain units of its shares are released to the public in order to bring the free float to 20%. The Bank is working closely with her major shareholders to ensure compliance before expiration of the extension on 1 December 2023.
3
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
NPF Micro Finance Bank plc published this content on 18 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 April 2023 12:47:06 UTC.