APOLLO AnnuqlReport2012 (2.1MB)

APOLLO FOOD HOLDINGS BERHAD (291471-M)
Incorporated In Malaysia
ANNUAL REPORT 2012
CONTENTS
Page No. NOTICE OF ANNUAL GENERAL MEETING AND CLOSURE OF BOOKS STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING GROUP STRUCTURE FINANCIAL HIGHLIGHTS CORPORATE INFORMATION STATEMENT ON CORPORATE GOVERNANCE DIRECTORS RESPONSIBILITY STATEMENT AUDIT COMMITTEES REPORT STATEMENT OF INTERNAL CONTROL DIRECTORS PROFILE CHAIRMANS STATEMENT FINANCIAL STATEMENTS ANALYSIS OF SHAREHOLDINGS LIST OF PROPERTIES FORM OF PROXY 2 5 6 7 8 9 16 17 25 27 29 31 100 103 105

ANNUAL REPORT 2012
NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 18 Annual General Meeting of Apollo Food Holdings Berhad nd (Co No 291471-M) will be held at Mutiara Hotel Johor Bahru, Sri Ledang, 2 Floor, Jalan Dato Sulaiman, Taman Century, 80990 Johor Bahru, Johor Darul Takzim on Thursday, 25 October 2012 at 10.00 a.m. for the following purposes:1. 2. 3. 4. To receive the Audited Financial Statements for the financial year ended 30 April 2012 and the Reports of the Directors and Auditors thereon To declare a first and final dividend of 20% under single tier for the financial year ended 30 April 2012 To approve Directors fee for the financial year ended 30 April 2012 To re-elect the following Directors retiring under Article 116 of the Articles of Association of the Company: (i) (ii) 5. Mr. Liang Kim Poh; and En. Abdul Rahim Bin Bunyamin Resolution 3 Resolution 4 Resolution 5
(Please refer to Explanatory Note 1)
th
Resolution 1 Resolution 2
To re-appoint Messrs Reanda LLKG International as Auditors of the Company and to authorise the Directors to fix their remuneration
Special Business To consider and, if thought fit, to pass with or without modification, the following Ordinary Resolution:6. AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 (Authority to allot and issue shares) THAT pursuant to Section 132D of the Companies Act, 1965 the Directors be and are hereby authorised to allot and issue shares in the Company from time to time at such price, upon such terms and conditions, for such purposes and to such person or persons whomsoever as the Directors may deem fit provided that the aggregate number of shares so issued pursuant to this resolution in any one financial year does not exceed 10% of the issued capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company. 7. To transact any other matter for which due notice shall have been given in accordance with the Company's Articles of Association and the Companies Act, 1965 Resolution 6
By Order of the Board Woo Min Fong (MAICSA 0532413) Yap Wai Bing (MAICSA 7023640) Company Secretaries Johor Bahru 3 October 2012

ANNUAL REPORT 2012
NOTICE OF ANNUAL GENERAL MEETING (Continued)

NOTES:1. 2. 3. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where the Proxy Form is executed by a corporation, it must be either under its Common Seal or under the hand of an officer or attorney duly authorised. The Proxy Form must be deposited with the Company Secretary at the Registered Office, Suite 1301, 13th Floor, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor Darul Takzim not less than 48 hours before the time set for the Meeting. For the purpose of determining a member who shall be entitled to attend the 18 Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 81(2) of the Companys Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a general meeting Record of Depositor as at 18 October 2012. Only a depositor whose name appears therein shall be entitled to attend the said meeting or appoint a proxy to attend and/or vote on his stead. Explanatory Notes: (a) Ordinary Business Explanatory Note 1 Agenda 1 is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 and the Articles of Association of the Company does not require a formal approval of the Shareholders. Hence, this Agenda is not put forward for voting. (b) Special Business Ordinary Resolution:Resolution 6 Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act, 1965 The Company had, during its 17 Annual General Meeting (AGM) held on 28 October 2011, obtained its shareholders approval for the general mandate for issuance of shares pursuant to Section 132D of the Companies Act, 1965 (the Act). The Company did not issue any shares pursuant to this mandate obtained.
th th
4.
5. 6.
7.

ANNUAL REPORT 2012
NOTICE OF ANNUAL GENERAL MEETING (Continued)

Explanatory Notes: (Continued) (b) Special Business (continued) Ordinary Resolution:- (continued) The Ordinary Resolution 6 proposed in the Agenda 6 is a renewal of the general mandate for issuance of shares by the Company under Section 132D of the Act. The Ordinary Resolution 6, if passed, will empower the Directors of the Company to allot and issue shares in the Company up to an amount not exceeding in total ten per centum (10%) of the issued share capital of the Company for such purposes as the Directors consider in the best interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next AGM. The renewal of this mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment, working capital and/or acquisitions. At this junction, there is no decision to issue new shares. If there should be a decision to issue new shares after the general mandate is sought, the Company will make an announcement in respect of the purpose and utilisation of proceeds arising from such issue. CLOSURE OF BOOKS To determine shareholders entitlement to the dividend payment, if approved at the 18 Annual General Meeting of the Company, the Share transfer books and Register of Members will be closed on 12 December 2012. The dividend, if approved, will be paid on 9 January 2013 to shareholders whose names appear in the Register of Members and Record of Depositors at the close of business on 12 December 2012. A depositor shall qualify for entitlement to the dividend only in respect of:(a) shares transferred into the depositors securities account before 4.00pm on 12 December 2012 in respect of transfers; (b) shares bought on Bursa Malaysia on a cum entitlement basis according to the Rules of Bursa Malaysia.
th

ANNUAL REPORT 2012
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

Name of Directors standing for re-election: 1. Mr. Liang Kim Poh (Executive Director) 2. En. Abdul Rahim Bin Bunyamin (Independent Non- Executive Director) Profile of Directors standing for re-election Please refer to the section on Profile of Directors on pages 27 to 28 of the Annual Report 2012. Details of attendance of Directors at Board Meetings: Please refer to the Statement of Corporate Governance on pages 9 to 15 of the Annual Report 2012. Eighteenth (18 ) Annual General Meeting of Apollo Food Holdings Berhad: Place : Mutiara Hotel Johor Bahru nd Sri Ledang, 2 Floor, Jalan Dato Sulaiman, Taman Century, 80990 Johor Bahru, Johor. : 25 October 2012 at 10.00am
th
Date and Time
Securities holdings in the Company and its subsidiaries by the directors standing for re-election. The shareholdings as at 5 September 2012 of the directors standing for re-election:Ordinary shares of RM 1.00 each Name of Directors Mr. Liang Kim Poh En. Abdul Rahim Bin Bunyamin Direct Interest No 225,000 15,000 % 0.28 0.02 Deemed Interest No 41,048,415 *1
% 51.31 -
Note : *1 By virtue of his interest in the shares held by Keynote Capital Sdn. Bhd .

ANNUAL REPORT 2012
GROUP STRUCTURE
APOLLO FOOD HOLDINGS BERHAD

(291471-M)
Apollo Food Industries (M) Sdn Bhd

(189274-V)
Hap Huat Food Industries Sdn Bhd

(29228-W)
100%
100%

ANNUAL REPORT 2012
FINANCIAL HIGHLIGHTS
Earnings Per Share (Sen) 50
Turnover (RM Million )
Profit Before Tax (RM Million)
Net Assets (RM Million)
225 210 195 180 165 150 135 120 105 90 75 60 45 30 15 0

12 11 10 09 08
220
32 30 28 26 24 22 20 18 16 14 12 10 8 6 4 2 0
12 11 10 09 08
40
200 180 160 140 120 100 80 60 40 20 0
30
20
10
0 12 11 10 09 08
12 11 10 09 08
Restated
Group
Financial results (RM'000) Turnover Profit Before Tax Profit After Tax Profit Attributable to Members Dividends
2012
200,548 28,594 21,741 21,741 16,000
2011
176,292 22,577 17,854 17,854 15,400
2010
159,531 32,248 24,677 24,677 12,000
2009
175,337 25,442 20,918 20,918 9,000
2008
181,144 24,364 20,975 20,975 14,680
Financed by (RM'000) Shareholders' Funds Net Assets Statistics Earnings Per Share (Sen) Gross Dividend Per Share (Sen) Net Assets Per Share (RM) 27.18 20.00 2.69 22.32 25.00 2.61 30.85 20.00 2.57 26.15 15.00 2.36 26.22 25.00 2.21 215,133 215,133 208,478 208,478 205,785 205,785 188,962 188,962 177,044 177,044

ANNUAL REPORT 2012
CORPORATE INFORMATION
BOARD OF DIRECTORS Mr. Liang Chiang Heng (Executive Chairman cum Managing Director) Mr. Liang Kim Poh (Executive Director) Mr. Ng Chet Chiang @ Ng Chat Choon (Independent Non-Executive Director) Datuk P. Venugopal A/L V. K. Menon (Non-Independent Non-Executive Director) Encik Abdul Rahim Bin Bunyamin (Independent Non-Executive Director) Datin Paduka Hjh. Aminah Binti Hashim (Independent Non-Executive Director) COMPANY SECRETARIES Ms. Woo Min Fong (MAICSA 0532413) Mr. Yap Wai Bing (MAICSA 7023640) REGISTERED OFFICE Suite 1301, 13th Floor, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor, Malaysia Tel: 07-3322088 Fax: 07-3328096 PRINCIPAL PLACE OF BUSINESS 70, Jalan Langkasuka, Larkin Industrial Area, 80350 Johor Bahru, Johor. Tel: 07-2365096 / 2365097 Fax: 07-2374748 E-mail: apollof@apollofood.com.my SHARE REGISTRAR TRICOR INVESTOR SERVICES SDN BHD (118401 V) Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia Tel: 03-22643895 Fax: 03-22821886 Email: is.enquiry@my.tricorglobal.com AUDITORS REANDA LLKG INTERNATIONAL(AF 1082) Suite 9-6, Level 9, Wisma UOA II, Jalan Pinang, 50450 Kulal Lumpur, Malaysia Tel: 03-21662303 Fax: 03-21668303 PRINCIPAL BANKERS AmBank Berhad AmInvestment Services Berhad OCBC Bank (Malaysia) Berhad RHB Bank Berhad Malayan Banking Berhad STOCK EXCHANGE LISTING Main Market of the Bursa Malaysia Securities Berhad

ANNUAL REPORT 2012
STATEMENT OF CORPORATE GOVERNANCE

The Board recognises the importance of good governance to support the Groups continued growth and success. It is committed to continuously improving and enhancing the Groups procedures from time to time to ensure that the principles and best practices in corporate governance recommended in the Malaysian Code on Corporate Governance (the Code) are applied within the group to protect and enhance its shareholders value. Set out below is a statement on the extent of the Groups application of the principles of the Code and compliance with the best practices provisions: Board Balance and Composition The Board currently consists of six (6) Directors: Two (2) Executive Directors (including the Executive Chairman cum Managing Director) One (1) Non- Independent Non-Executive Director Three (3) Independent Non-Executive Directors The Board comprises an appropriate balance of Directors with diverse experience and expertise required for the effective stewardship of the Group and independence in decision making at Board level. The Board is headed by an Executive Chairman who is also the Managing Director responsible for implementing decisions of the Board. The Board is mindful of the convergence of the two roles, but is comfortable that there is no undue risk involved as all related party transactions are strictly dealt with in accordance with the listing requirements and with independent consultants to advise other Board members and shareholders. Further to this, sufficient number of Independent Directors will be maintained which will meet the requirements of Bursa Securities in relation to one-third Independent Directors. A brief profile of each Director is presented on pages 27 and 28. More than one-third of the Board are Independent Non-Executive Directors thereby bringing objective, independent judgement to the decision making process. As and when conflict of interest arises, the Director concerned would declare his interest and abstain from the decision-making process. The Board retains full and effective control of the Group. This includes responsibility for determining the Groups overall strategic direction, development and control. Key matters, such as approval of annual and quarterly results, acquisitions and disposals of assets, as well as material agreements, major capital expenditures, budgets, long range plans and succession planning for top management are reserved for the Board. Board Meetings The Board normally meet 4 times a year with additional meetings convened as and when necessary. During the year ended 30 April 2012, the Board met 4 times, where it deliberated upon and considered a variety of matters including the Groups financial results, major investments, strategic decisions and the direction of the Group. In the periods between the Board Meetings, Board approvals were sought via circular resolutions, which were attached with sufficient information required to make informed decision.

ANNUAL REPORT 2012
STATEMENT OF CORPORATE GOVERNANCE (Continued)

Details of Board members attendance at Board meetings are as follows: Number of Board meetings held during the year 4 4 4 4 4 4 Number of meetings attended by Directors 4 4 4 4 3 4
Name Liang Chiang Heng Liang Kim Poh Ng Chet Chiang @ Ng Chat Choon Datuk P. Venugopal A/L V. K. Menon Abdul Rahim Bin Bunyamin Datin Paduka Hjh. Aminah Binti Hashim
Supply of Information Notices, agendas and Board papers of each meeting are issued in a timely manner prior to the meetings to enable Directors to obtain further explanations/ clarifications, where necessary, in order to be properly briefed before the meeting. All Directors have access to the advice and services of the Company Secretary in carrying out their duties. If necessary, the Directors may seek external advice and call for additional clarification and data to assist them in forming their opinion and findings in the lead up to Board decisions. Directors Training All Directors have completed the Mandatory Accreditation Programme (MAP). Directors are encouraged to attend seminars and education programmes to further enhance their skills and knowledge and to keep abreast with relevant changes and developments in the market place to assist them in the discharge of their duties as Directors. Details of the training programmes attended by the Directors during the financial year ended 30 April 2012 were as follows: Name Liang Chiang Heng Courses Attended Key Amendments to Listing Requirements 2011 Corporate Disclosure and Corporate Governance Blueprint 2011 Liang Kim Poh Key Amendments to Listing Requirements 2011 Corporate Disclosure and Corporate Governance Blueprint 2011 Ng Chet Chiang @ Ng Chat Choon Key Amendments to Listing Requirements 2011 Corporate Disclosure and Corporate Governance Blueprint 2011
10

ANNUAL REPORT 2012

Directors Training (Continued) Name Datuk P. Venugopal A/L V.K.Menon Courses Attended Key Amendments to Listing Requirements 2011 Corporate Disclosure and Corporate Governance Blueprint 2011 Related Party Transactions What Directors and Investors Need To Know Abdul Rahim Bin Bunyamin Key Amendments to Listing Requirements 2011 Corporate Disclosure and Corporate Governance Blueprint 2011 Malaysia Investor Relations Association Berhad Workshop Datin Paduka Hjh. Aminah Binti Hashim Key Amendments to Listing Requirements 2011 Corporate Disclosure and Corporate Governance Blueprint 2011 All Directors will continue to attend relevant seminars and programmes as a continuous process as recommended by Bursa Malaysia Securities Berhad. Appointment & Re-election of Directors The identification and appointment of new Directors undergoes a process led by the Nomination Committee. There is a familiarisation programme in place for new Directors, which included visit to the factory, meeting with the senior management as appropriate, to facilitate their understanding of the Companys business and operations. In accordance with the Companys Articles of Association, nearest to one third (1/3) of the Directors, including the Managing Director, shall retire from office at every Annual General Meeting but shall be eligible for re-election provided always that each Director shall retire at least once every three years. Directors who are appointed by the Board during the financial year are subject to re-election by the shareholders at the next Annual General Meeting held following their appointments. Director(s) over seventy years of age are required to submit himself/themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.
11

ANNUAL REPORT 2012

Remuneration Committee The Remuneration Committee was established on 29 June 2000 with clear terms of reference. It comprises three Independent Non-Executive Directors, one Non-Independent Non-Executive Director and one Executive Chairman cum Managing Director and its composition is as follows:Chairman Ng Chet Chiang @ Ng Chat Choon Independent Non-Executive Director Members Liang Chiang Heng Executive Chairman cum Managing Director Datuk P. Venugopal A/L V.K Menon Non-Independent Non-Executive Director Abdul Rahim Bin Bunyamin Independent Non-Executive Director Datin Paduka Hjh. Aminah Binti Hashim Independent Non-Executive Director The Committee meets at least once a year. The Remuneration Committee reviews and makes recommendations to the Board as to the remuneration and other entitlements of the Executive Directors to ensure that they are rewarded appropriately for their contribution to the Groups growth and profitability. Remuneration of Non-Executive Directors is linked to their level of responsibilities. The Executive Directors play no part in the deliberations and decisions on their remuneration. The remuneration and entitlements of Non-Executive Directors are decided by the Board with the Director concerned abstaining from deliberations and voting on decisions in respect of his remuneration. The Directors fees are subject to shareholders approval at the Annual General Meeting. Aggregate remuneration of the Directors categorised into appropriate components for the financial th year ended 30 April 2012 are as follows: Executive Directors RM Salaries, bonus and allowances Other emoluments Pension defined contribution plans Fees TOTAL 3,487,089 183,273 440,610 74,000 4,184,972 Non-Executive Directors RM 24,500 32,000 140,000 196,500
The number of Directors whose total remuneration falls within the respective band are as follows: Range of remuneration Below RM 50,000 RM 50,001 - RM 100,000 RM 1,350,001 - RM1,400,000 RM 2,950,001 - RM3,000,000 TOTAL No of Directors Executive Directors Non Executive Directors 3 1 1 1 2 4
The Remuneration Committee met once during the financial year, attended by all its members.
12

ANNUAL REPORT 2012

Nomination Committee The Nomination Committee was established on 23 March 2000 with clear defined terms of reference. It comprises three Independent Non-Executive Directors and one Non-Independent Non-Executive Director and its composition is as follows: Chairman Ng Chet Chiang @ Ng Chat Choon Independent Non-Executive Director Members Datuk P. Venugopal A/L V.K Menon Non-Independent Non-Executive Director Abdul Rahim Bin Bunyamin Independent Non-Executive Director Datin Paduka Hjh. Aminah Binti Hashim Independent Non-Executive Director The Committee is responsible for making recommendations to the Board on appointment of all new members to the Board and Committees of the Board and it provides a formal and transparent procedure for such appointments. The Committee will review at least once a year the performance of the individual Directors, Board and Board Committees as well as the required mix of skills and experience of the Directors on the Board in determining the appropriate balance and size of Executive and Non-Executive participation. The Nomination Committee met once during the financial year, attended by all its members. Audit Committee The composition of membership and the terms of reference of the Audit Committee and other pertinent information about the Audit Committee and its activities are highlighted in the Audit Committee Report set out on Pages 17 and 24 of the Annual Report. ACCOUNTABILITY AND AUDIT Financial Reporting In presenting the annual financial statements and quarterly announcement of results to shareholders, the Directors take responsibility to present a balanced and accurate assessment of the Groups position and prospects. The Audit Committee assists the Board in scrutinising the information for disclosure to ensure accuracy and transparency. State of Internal Controls The Board acknowledges its responsibility of maintaining a good system of internal controls covering not only financial controls but also operational and compliance controls as well as risk assessments. The internal control system is designed to meet the Groups particular needs and to manage and minimise the risks to which it is exposed. This system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable, and not absolute, assurance against material misstatement, fraud or loss. Ongoing reviews are continuously being carried out to ensure the effectiveness, adequacy and integrity of the systems of internal controls in safeguarding the Groups assets and therefore shareholders investment in the Group. The internal auditors report independently to the Audit Committee. The Statement of Internal Control is set out on Page 25 and 26 of the Annual Report.
13

ANNUAL REPORT 2012

Relationship with external auditors The role of the Audit Committee in relation to the external auditors is described in the Audit Committee Report. The Company has always maintained a close and transparent relationship with its auditors in seeking professional advice and ensuring compliance with the accounting standards in Malaysia. Shareholders Relations The Company maintains a regular policy of disseminating information that is material for shareholders attention through announcements and release of financial results on a quarterly basis, which provide the shareholders and the investing public with an overview of the Groups performance and operations. At the Annual General Meeting of the Company, the Directors welcome the opportunity to gather the views of shareholders. Notices of each meeting are issued on a timely manner to all, and in the case of special business, a statement explaining the effect of the proposed resolutions is provided. Upon request, the Directors will also meet up with institutional investors, press and investment analysts to explain to them the Groups operations so as to give them a better understanding of the Groups business. While conducting interviews, the Board takes necessary precautions to ensure that price sensitive and information regarded as material undisclosed information about the Group is not revealed until after the prescribed announcement has been made to Bursa Securities. Corporate social responsibility The Group is committed to be a successful and responsible corporate citizen by not just delivering quality products and services and generating attractive returns to our customers and shareholders, we also recognise that it is our corporate social responsibility to ensure that we conduct our business in an ethical, professional and socially responsible manner. As we strive to achieve this aim, we recognise our responsibility to our employees, business associates and community within which we conduct our business as well as the environment we operate in. Recognising its employees as an important asset to the Group, it has always ulfil ured to safeguard the welfare of its employees. Occupational Safety and Health Programme have been established to provide a safe and healthy workplace and environment for the employees and visitors. Employees are also provided with the necessary training on an ongoing basis to further enhance their skills and knowledge. This includes participation in various job related training organised by external parties. On community welfare, the Group has from time to time donated cash and sponsored company products to various organisations, associations and schools for them to carry out their various activities. The Group adheres strictly to all applicable environmental laws and regulations. Production process are being constantly monitored and upgraded to ensure compliance with any changes in the environmental laws and regulations. Operation and office resources are been utilised without much wastage and recycling are being encouraged at all times. The Group is committed to seek continuous improvements in its operations to minimise any negative impact on the environment. Compliance with the Code The Group has complied substantially with the principles and best practices in Corporate Governance as provided by the Malaysia Code of Corporate Governance with the exception of identification of a senior Independent Director and the composition of the Audit Committee. The Board is of the view that all Directors should shoulder the responsibility collectively.
14

ANNUAL REPORT 2012

ADDITIONAL COMPLIANCE INFORMATION In compliance with the Bursa Securities Listing Requirements, the following additional information is provided:(a) Recurrent Related Party Transactions (RRPT) The Company did not have any recurrent related party transactions of revenue nature for the financial year ended 30 April 2012. (b) Share Buybacks There were no share buybacks by the Company during the financial year. (c) Utilisation of Proceeds No proceeds were raised by the Company from any corporate proposal during the financial year. (d) American Depository Receipts/Global Depository Receipts The Company did not sponsor any American Depository Receipts or Global Depository Receipts programme during the financial year. (e) Profit Estimate, Forecast or Projection The Company did not release any profit estimate, forecast or projection for the financial year. (f) Profit Guarantee There was no profit guarantee given by the Company during the financial year. (g) Options, warrants or convertible securities There were no options, warrants or convertible securities issued during the financial year. (h) Deviation in Financial Results There was no material deviation between the results for the financial year and the unaudited results previously announced. (i) Sanctions and Penalties There were no sanctions or penalties imposed on the Company and its subsidiaries by Bursa Securities, Securities Commission and the relevant regulatory bodies during the financial year. (j) Non-audit fee The amount of the Groups non-audit fee paid to external auditors during the financial year ended 30 April 2012 is RM18,100 being the professional fee for tax compliance and meeting allowance. (k) Material Contracts There were no material contracts outside the ordinary course of business, including contract relating to loan, entered into by the Company and/or its subsidiaries involving Directors and major shareholders that are still subsisting at the end of the financial year or which were entered into since the end of the previous financial year. (l) Revaluation Policy The policy on revaluation of properties is as disclosed in Note 2.2 (b) to the financial statements.
15

ANNUAL REPORT 2012
DIRECTORS RESPONSIBILITY STATEMENT

The Directors are required by the Companies Act, 1965 (the Act) to prepare financial statements for each financial year which have been made out in accordance with the applicable Financial Reporting Standards in Malaysia and to give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results and cash flows of the Group and of the Company for the financial year. During the preparation of the financial statements for the financial year ended 30 April 2012 the Directors have ensured that: The Group and the Company have used appropriate accounting policies which are consistently applied; Reasonable judgements and estimates that are prudent and reasonable have been made; All applicable Financial Reporting Standards in Malaysia have been followed; The accounting and other records required by the Act are properly kept and disclosed with reasonable accuracy on the financial position of the Group and of the Company which enable them to ensure that the financial statements comply with the Act. The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets of the Group and of the Company, and to prevent and detect fraud and other irregularities and material misstatements. Such systems, by their nature, can only provide reasonable and not absolute assurance against material misstatement, loss and fraud.
16

ANNUAL REPORT 2012
AUDIT COMMITTEES REPORT

The Audit Committee (Committee) adopted the revised terms of reference on 27 March 2008 as set out on page 17 to 24 of the annual report. COMPOSITION OF MEMBERS For the financial year ended 30 April 2012, the Committee comprised the following members:Chairman Mr Ng Chet Chiang @ Ng Chat Choon Members Datuk P. Venugopal A/L V.K. Menon (Non-Independent Non-Executive Director) Encik Abdul Rahim Bin Bunyamin (Independent Non-Executive Director) Datin Paduka Hjh. Aminah Binti Hashim (Independent Non-Executive Director) (Independent Non-Executive Director)
TERMS OF REFERENCE Objectives The objectives of the Audit Committee are as follows: (1) To provide assistance to the Board in fulfilling its fiduciary responsibilities relating to corporate accounting and reporting practices for the Company; (2) To maintain, through regularly scheduled meetings, a direct line of communication between the Board and the external auditors as well as the internal auditors; (3) To avail to the external and internal auditors a private and confidential audience at any time they desire and to request such audience through the Chairman of the Committee, with or without the prior knowledge of Management; (4) To act upon the Boards request to investigate and report on any issue of concern with regard to the management of the Company; and (5) To ensure compliance with any such changes / amendments / updates / insertions of the listing requirements and any other applicable laws and regulations, arising thereof from time to time.
17

ANNUAL REPORT 2012
AUDIT COMMITTEES REPORT (Continued)
TERMS OF REFERENCE (Continued) Composition The Audit Committee shall be appointed by the Board from amongst their members and shall consist of not less than three (3) members. All the audit committee members must be non-executive directors with a majority of them being Independent Directors. At least one member of the Audit Committee: (i) must be a member of the Malaysian Institute of Accountants (MIA); or (ii) he must have at least 3 years working experience and: (a) he must have passed the examinations specified in Part 1 of the 1 Accountants Act 1967; or
st
Schedule of the
(b) he must be a member of one of the associations of accountants specified in Part II of the st 1 Schedule of the Accountants Act 1967; or (iii) he must fulfil such other requirements as prescribed or approved by the Exchange. No alternate directors shall be appointed as a member of the Committee. The members of the Committee shall among them elect a Chairman from whom shall be an Independent Director. The terms of office and the performance of each member shall be reviewed at least once every three years.
18

ANNUAL REPORT 2012
TERMS OF REFERENCE (Continued) Meetings The Committee shall meet at least four (4) times a year and as many times as the Committee deems necessary. The quorum for a meeting shall be two (2) members, and only if only two members present both of them must be Independent Directors. If the number of members present for the meeting is more than two (2), the majority of members present must be Independent Directors. The Company Secretary shall be the Secretary to the Audit Committee. The Group Accountant will normally attend the meetings to brief and highlight to the Committee on the Group performance through the quarterly financial reports and any significant control issues / concerns. Other Board members and employees may attend meetings upon the invitation of the Committee. The presence of the external auditors will be by invitation as and when required. Minutes of each meeting shall be kept by the Secretary as evidence that the Committee had discharged its functions. The Chairman of the Committee will report to the Board after each Audit Committee meeting. The approved minutes of Audit Committee meetings are forwarded to Board members for information. In the absence of the Chairman of the Committee, members present shall elect a Chairman for the meeting from amongst the Independent Directors. A committee member shall be deemed to be present at a meeting of the Committee if he participates by instantaneous telecommunication device and all members of the Committee participating in the meeting of the Committee are able to hear each other and recognize each others voice, and for this purpose, participation constitutes prima facie proof of recognition. For the purposes of recording attendance, the Chairman or Secretary of the Committee shall mark on the attendance sheet that the committee member was present and participating by instantaneous telecommunication device. A committee member may not leave the meeting by disconnecting his instantaneous telecommunication device unless he has previously obtained the express consent of the Chairman of the meeting and a committee member will be conclusively presumed to have been present and to have formed part of the quorum at all times during the committee meeting by instantaneous telecommunication device unless he has previously obtained the express consent of the Chairman of the committee meeting to leave the meeting. Minutes of the proceedings at a committee meeting by instantaneous telecommunication device will be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as correct minutes by the Chairman of the committee meeting. Instantaneous telecommunication device means any telecommunication conferencing device with or without visual capacity. A resolution in writing signed or approved by a majority of the Committee and who are sufficient to form a quorum shall be as valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted.
19

ANNUAL REPORT 2012
TERMS OF REFERENCE (Continued) Authority The Committee shall, in accordance with a procedure to be determined by the Board and at the cost of the Company:1. have explicit authority to investigate any matters of the Company and its subsidiaries, within its terms of reference, where it deems necessary, investigate any matter referred to it or that it has come across in respect of a transaction that raises questions of management integrity, possible conflict of interest, or abuse by a significant or controlling shareholder; have resources which are required to perform its duties; have full and unrestricted access to the Chief Executive Officer and Chief Financial Officer and to any information pertaining to the Company which it requires in the course of performing its duties; (i) have direct communication channels with the external auditors; (ii) have direct authority over the internal audit function of which is independent from management and operations; be able to obtain and seek outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers necessary; and be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company.
2. 3.
4.
5.
6.
20

ANNUAL REPORT 2012 (INCORPORATED IN MALAYSIA) ANNUAL REPORT 2012
TERMS OF REFERENCE (Continued) Functions and Duties 1. (i) To consider and recommend the appointment of the external auditors, the audit fee, and any questions of resignation or dismissal, and inquire into the staffing and competence of the external auditors in performing their work and assistance given by the Companys officers to the external auditors. Where the external auditors are removed from office or give notice to the Company of their desire to resign as external auditors, the Committee shall ensure that the Company immediately notify Bursa Malaysia Securities Bhd (the Exchange) and forward to the Exchange a copy of any written representations or written explanations of the resignation made by the external auditors at the same time as copies of such representations or explanations are submitted to the Registrar of Companies pursuant to section 172A of the Companies Act 1965. To discuss with the external auditors before the audit commences the nature, scope and any significant problems that may be foreseen in the audit, ensure adequate tests to verify the accounts and procedures of the Company and ensure co-ordination where more than one audit firm is involved; and
(ii)
2. (i)
To ensure and confirm that the management has placed no restriction on the scope of the audit. 3. To review the quarterly announcements to Bursa Malaysia Securities Berhad and financial statements before submission to the Board, focusing particularly on: any changes in accounting policies and practice; major judgmental areas; significant adjustments resulting from the audit; any significant transactions which are not a normal part of the Groups business; the going concern assumptions; compliance with the accounting standards; compliance with stock exchange and legal requirements; assess the quality and effectiveness of the internal control system and the efficiency of the Company operations; the quality and effectiveness of the entire accounting and internal control systems; and the adequacy the disclosure of information essential to a fair and full presentation of the financial affairs of the Group.
(ii)
4. To discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of the management where necessary). 5. To review all areas of significant financial risks and the arrangements in place to contain these risks to acceptable levels.
21
21

TERMS OF REFERENCE (Continued) Functions and Duties (Continued) 6. For the internal audit function, to:(a) Review the adequacy of the competency of the internal audit function including the scope and resources of the internal audit functions and ensuring that the internal auditors have the necessary authority to carry out their work; Review internal audit program; Ensure co-ordination of external audit with internal audit; Consider major findings of internal audit investigations and managements response, and ensure that appropriate actions are taken on the recommendations of the internal audit function; If the internal audit function is outsourced:To consider and recommend the appointment or termination of the internal auditors, the fee and inquire into the staffing and competence of the internal auditors in performing their work. (f) If the internal audit function is performed in-house, to (i) (ii) (iii) To review any appraisal or assessment of the performance of the staff of the internal audit function; To approve any appointment or termination of senior staff member of the internal audit function; and To inform itself of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his/her reason of resignation.
(b) (c) (d)
(e) `
7. To review the external auditors management letter and managements response.
22
22


TERMS OF REFERENCE (Continued) Functions and Duties (Continued) 8. To consider: any related party transactions that may arise within the Company or the Group and to ensure that Directors report such transactions annually to shareholders via the annual report; and in respect of the recurrent related party transactions of revenue or trading nature which are subject of a shareholders mandate, prescribe guidelines and review procedures to ascertain that such transactions are in compliance with the terms of the shareholders mandate.
9. To report to Bursa Malaysia Securities Berhad (Bursa) on matters reported by it to the Board that has not been satisfactorily resolved resulting in a breach of the Listing Requirements of Bursa. ACTIVITIES OF THE COMMITTEE During the financial year ended 30 April 2012, the Committee met four times. attendance of each Committee member is as follows: Total Number of meetings held during the year Ng Chet Chiang @ Ng Chat Choon Datuk P. Venugopal A/L V.K. Menon Abdul Rahim Bin Bunyamin Datin Paduka Hjh. Aminah Binti Hashim 4 4 4 4 Number of meetings attended by Directors 4 4 3 4 The
23
23


ACTIVITIES OF THE COMMITTEE (Continued) The summary of the activities of the Audit Committee in the discharge of its duties and responsibilities for the financial year under review included the following:i. Reviewed the external auditors scope of work and audit plan for the year; ii. Reviewed and recommended to the Board the re-appointment of external auditors and the audit fee thereof; iii. Reviewed the Corporate Governance Statement and Statement on Internal Control prior to the Boards approval for inclusion in the Companys annual report; iv. Reviewed the draft audited financial statements prior to submission to the Board for their consideration and approval; v. Reviewed the Groups unaudited quarterly reports and announcements before recommending them for the Boards consideration and approval; vi. Met with the external auditors without the presence of any executive board members and management personnel; vii. Reviewed internal audit plan, internal audit reports with recommendations by the internal auditors, managements response and follow-up actions taken by the management; viii. Reported to and updated the Board on significant issues and concerns discussed during the Committee and where appropriate made the necessary recommendations to the Board; and ix. Discussed any other matters raised during the meeting. INTERNAL AUDIT FUNCTION The role of the internal audit function is to assist the Audit Committee and the Board of Directors in monitoring and managing risks and internal controls of the Group. A systematic and disciplined approach will be used to evaluate and improve the effectiveness of risk management, operational and internal controls, and compliance with laws and regulations. The Groups internal audit function is outsourced to a professional service provider firm to assist the Committee in discharging its duties and responsibilities more effectively. The expenses incurred for internal audit amounted to RM 38,979 for the year ended 30 April 2012. The Groups Statement on Internal Control is set out on page 25 and 26 of the Annual Report to provide an overview on the state of internal control.
24
24

STATEMENT OF INTERNAL CONTROL

Introduction The Malaysian Code on Corporate Governance (Revised 2007) requires listed companies to maintain a sound system on risk management and internal control in order to safeguard shareholders investments and the Groups assets. Pursuant to paragraph 15.26(b) of the Bursa Malaysia Securities Berhads Main Market Listing Requirements and as guided by the Statement on Internal Control: Guidance for Directors of Public Listed Companies (the Guidance), the Board of Directors (the Board) of Apollo Food Holdings Berhad is pleased to present the following statement on internal controls which outlines the nature and scope of the internal controls of the Group during the financial year ended 30 April 2012. Board Responsibility The Board recognises the importance of a sound system of internal control, which includes the establishment and maintenance of an appropriate control environment and framework, and review of its adequacy and integrity to ensure that the Groups assets and shareholders interests are safeguarded. However, due to the inherent limitations of internal control systems, it should be noted that the controls established are designed to manage rather than eliminate the risks that may hinder the achievement of the Groups business objectives. Hence, such system of internal control established can only provide reasonable and not absolute assurance against material misstatement, fraud or losses. Risk Management Framework The Boards primary objective and direction in managing the Groups principal business risks are to enhance the Groups ability to achieve its business objectives. The pri ncipal business risks are managed by the internally established Risk Management Committee (RMC) through identification of the key business risks and related management action plans to counter the risks identified. The RMC manages key business risks faced by the Group through constant communication among the members and changes in the key business risks faced by the Group or emergence of new key business risks are highlighted to the Board, if any Internal Audit Function The Group outsourced its internal audit function to a professional service provider firm to review the adequacy and effectiveness of the internal control systems and to monitor the compliance of established policies and procedures. Periodical internal audit reviews were carried out based on the Internal Audit Plan approved by the Audit Committee. Based on the results of the reviews, action plans were co-developed with Management to further enhance the systems of internal control of the Group. Thereafter, the internal audit review reports are presented directly to the Audit Committee.
25
25

(INCORPORATED IN MALAYSIA) ANNUAL REPORT 2012 ANNUAL REPORT 2012
STATEMENT OF INTERNAL CONTROL (Continued)

Other Elements of Internal Control The following key processes have been established in reviewing the adequacy and integrity of the Groups system of internal controls: A defined organisation structure with clear lines of responsibility to facilitate hierarchical reporting, proper segregation of duties and delegation of authority. Financial results are reviewed quarterly by the Board and Audit Committee Operational manual procedures are communicated to the staff members and compliance checks are carried out by the internal auditors as well as ISO auditors. Close involvement by the Executive Directors and Heads of Department on operational, corporate, financial and key management issues To support the effective operation of the systems of internal control, efforts are made to ensure that key personnel are equipped with necessary technical knowledge and updates. A financial reporting system to ensure timely generation of financial information for management review. This includes, amongst others, the monitoring of results against budget, with major variances being followed up and management actions taken, where necessary. An ISO 22000:2005 certification by SGS Yarsley International Certification Services for certain business activities of the Group. An Occupational Safety and Health Committee to review safety and health issues for the Group. Documentation of the Groups key processes in the Operational Manu al, Operational Control Standard, Process Control Standards and Machine Control Standards, which are regularly reviewed and updated. Conclusion During the financial year, there were no material internal control failures nor have any of the reported weaknesses resulted in material losses or contingencies to the Group that would require separate disclosure in this annual report.
26 26

DIRECTORS PROFILE
Liang Chiang Heng (62 years of age Singaporean) Non-Independent and Executive Director. Has been with the Apollo Group since 1979 and appointed as Managing Director on 20 March 1996 as the Executive chairman as well on 21 July 1998. The Groups business has grown and expanded within the short period of time under his leadership. He was awarded an Honorary PhD in Business Administration from the Wisconsin International University. He also sits on the Board of several private companies. He is also a member of the Remuneration Committee. Liang Kim Poh (51 years of age Singaporean) Non-Independent and Executive Director. Initially appointed as an alternate director on 20 March 1996 and subsequently to the Board on 21 July 1998. Presently, he serves as the Sales Director of the Group and also sits on the Board of several private companies. Ng Chet Chiang @ Ng Chat Choon (63 years of age Malaysian) Independent and Non-Executive Director. Appointed to the Board on 20 March 1996. A licensed company secretary, he started his career as a tax officer with the Inland Revenue Board before setting up his own tax and secretarial practices in 1982. He is an associate member of Malaysian Institute of Taxation. Appointed as Chairman of the Audit Committee on 9 May 1996. Member of the Remuneration and Nomination Committees and also sits on the Board of several private companies. He is also the elected central council member for the Associated Chinese Chamber of Commerce (ACCCIM), Malaysia and he is currently the chairperson of the ICT committee of ACCCIM. Datuk P.Venugopal A/L V.K. Menon (69 years of age Malaysian) Non-Independent and Non-Executive Director. Graduated with a BA (Hons.) from the University of Malaya and a Masters in Public Administration from Harvard University. Appointed to the Board on 12 October 1998. He was an officer of the Malaysian Administrative and Diplomatic Service from 1965 to 1998 and served in the Ministry of Agriculture, the National Unity Board, the General Planning Unit, and MAMPU in the PMs Department and the Ministry of Health. Subsequently he worked as the CEO of the National Cancer Council from 1998 to 2003 and as the Chief Executive of a regulatory body in the private sector appointed by the Govt. to monitor the performance of privatised contractors in providing support services to all Govt. hospitals from 2003 to 2009. He is currently an appointed member of the Malaysian Institute of Integrity. Datuk is a Member of the Audit, Remuneration and Nomination Committees. Does not hold any other directorships.
27
27

DIRECTORS PROFILE (Continued)
Abdul Rahim Bin Bunyamin (59 years of age Malaysian) Independent and Non-Executive Director. Fellow Member of The Association of Chartered Certified Accountants, UK (ACCA). Appointed to the Board on 14 December 2001. He has extensive corporate finance experience having been attached with a reputable merchant bank and several public listed companies. Member of the Audit, Remuneration and Nomination Committees. He also sits on the Board of Winitex Corporation Bhd. Datin Paduka Hjh. Aminah Binti Hashim (64 years of age Malaysian) Independent and Non-Executive Director. Graduated with Bachelor of Arts (Economics) from
University of Malaya. Appointed to the Board on 31 October 2006. Datin served in various Johor State Government Department, namely, The Johor State Secretary Office, Batu Pahat Land Office, Batu Pahat Local Council Office, Johor State Treasury Office, Johor State Islamic Development Corporation and Johor Lands and Mines Office from 1972 to 2003. She held different positions, her last post being the Director of Lands and Mines, Johor Lands and Mines Office. She is also a member of Puspanita Johor and Mawar Johor. Member of the Audit, Remuneration and Nomination Committees. She also sits on the Board of a private company. OTHER INFORMATION a) b) c) d) None of the Directors have any family relationships with each other and/or major shareholders except Mr Liang Chiang Heng and Mr Liang Kim Poh are brothers. The Directors interests in the shares of the Company as at 5 September 2012 are shown on page 100. None of the Directors have been convicted of any offences within the past 10 years other than traffic offences, if any. None of the Directors have any conflict of interest with the Company.
28
28
APOLLO FOOD HOLDINGS BERHAD (291471-M) Incorporated In Malaysia (INCORPORATED IN MALAYSIA) ANNUAL REPORT 2012
ANNUAL REPORT 2012
CHAIRMANS STATEMENT
On behalf of the Board of Directors, I am pleased to present the Annual Report and the Audited Financial Statements of Apollo Food Holdings Berhad Group for the financial year ended 30 April 2012. Financial Performance The Group registered a turnover of RM200.55 million for the financial year ended 30 April 2012, an increase of 13.76% as compared to RM176.29 million in 2011. This was mainly due to the improvement of demand in both the export and domestic markets. The profit after tax increased by 22% to RM21.74 million from RM17.85 million as recorded in the previous financial year. Similarly the Groups earnings per share increased from 22.32 sen to 27.18 sen over the same period. The higher revenue and improved cost structure had contributed to the higher profit. In 2011, the global economy, particularly those of the United States of America and Europe, had not changed much. Malaysias Gross Domestic Product (GDP) grew 5.1% in 2011 down from 7.2% in 2010. Most Asian countries followed a similar pattern with lower growth rates than the previous year notably China at below 8% from 10.4%. Despite the political and financial turmoil in many regions, the markets in which the Group operates remained relatively stable. Volatile commodity prices are expected to continue in the forthcoming year. Coupled with the uncertainties in the global economy, we expect the forthcoming year to be another challenging year. In facing these challenges, the Group will monitor the commodity prices closely and review its business strategies to adapt to the changes in the market for the forthcoming year. Dividend Your Board of Directors is recommending a first and final dividend of 20 sen under the single tier system (tax exempt) for the financial year ended 30 April 2012, for the shareholders approval at the forthcoming Annual General Meeting to be held on 25 October 2012. If approved, the dividend will be paid on 9 January 2013. Operations Review and Prospects Continuous improvement on our production planning, stringent quality control and investment on newer and modern production machineries are the pre-requisites for our Group to remain competitive in this very challenging market environment. We will therefore continue to focus our efforts in this direction on improving our overall performance. Our long term strategies shall include the seeking of new business opportunities and diversifying our revenue streams. We shall continue to train our employees to improve their operational, marketing, management and industrial skills to enhance our competitiveness in this industry. The Board is confident of maintaining the Groups financial performance under the prevailing challenging business environment. The Group will strive to ensure that it continues to achieve satisfactory results by implementing prudent measures and improving operational efficiency so as to sustain the current margin while remaining focused on product and service quality. Award The Groups continuous effort to produce quality products and excellent service has been recognised by the presentation of an Arch of Europe for Quality and Technology, in Platinum Category award administered by Business Initiative Directions(B.I.D.) and endorsed by QC 100 Total Quality Management Model, in June 2011. 29
29
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012 APOLLO FOOD HOLDINGS BERHAD (291471-M)
(INCORPORATED IN MALAYSIA) ANNUAL REPORT 2012
CHAIRMANS STATEMENT (Continued)

Appreciation On behalf of the Board of Directors, we wish to convey our heartfelt appreciation to our loyal shareholders and customers for their continued support and confidence in the Group. We also would like to express our utmost gratitude to our management team and employees for their hard work and dedication over the past year. We look forward to your continued support as we move steadily forward. Lastly, I extend my sincere appreciation to my colleagues on the Board for their continued support, guidance and insight provided as we work together to achieve our vision of making the Group one of the leaders in this industry.
LIANG CHIANG HENG Executive Chairman 29 August 2012
30 30
FINANCIAL STATEMENTS
PAGE NO. DIRECTORS REPORT STATEMENT BY DIRECTORS STATUTORY DECLARATION INDEPENDENT AUDITORS REPORT CONSOLIDATED STATEMENT OF FINANCIAL POSITION COMPANY STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF CHANGES IN EQUITY COMPANY STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME COMPANY STATEMENT OF COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF CASH FLOW COMPANY STATEMENT OF CASH FLOW NOTES TO THE FINANCIAL STATEMENTS 32 36 37 37 38 39 40 41 42 43 44 45 46 47 48 99
31
31

ANNUAL REPORT 2012
32
ANNUAL REPORT 2012
DIRECTORS REPORT (Continued)

ISSUE OF SHARES AND DEBENTURES The Company did not issue any shares or debentures during the financial year. DIRECTORS The Directors who served since the date of the last report are: Liang Chiang Heng Liang Kim Poh Ng Chet Chiang @ Ng Chat Choon Datuk P. Venugopal A/L V.K. Menon Abdul Rahim Bin Bunyamin Datin Paduka Hjh. Aminah Binti Hashim DIRECTORS INTERESTS According to the register of Directors shareholdings, the interests of Directors in office at the end of the financial year in the shares of the Company and its related corporations during the financial year were as follows: Number of ordinary shares of RM1 each in the Company Shareholdings in the name of the Directors: Liang Chiang Heng Liang Kim Poh Ng Chet Chiang @ Ng Chat Choon Datuk P.Venugopal A/L V.K. Menon Abdul Rahim Bin Bunyamin 1 May 2011 220,000 225,000 20,000 25,000 15,000 Acquired Disposed 30 Apr 2012 220,000 225,000 20,000 25,000 15,000
33
33

DIRECTORS INTERESTS (Continued) Number of ordinary shares of RM1 each in the Company Shareholdings in which the Directors are deemed to have an interest: Liang Chiang Heng Liang Kim Poh Datuk P.Venugopal A/L V.K. Menon 1 May 2011 *41,048,415 *41,048,415 **10,000 Acquired Disposed 30 Apr 2012 *41,048,415 *41,048,415 **10,000
* By virtue of the shares held by Keynote Capital Sdn Bhd ** By virtue of the shares held by their spouses Number of ordinary shares of RM1 each in Keynote Capital Sdn Bhd Shareholdings in the name of the Directors: Liang Chiang Heng Liang Kim Poh 1 May 2011 270,350 232,506 Acquired Disposed 30 Apr 2012 270,350 232,506
Liang Chiang Heng and Liang Kim Poh, by virtue of their interests in the shares of the Company, are also deemed interested in the shares of all the subsidiaries of the Company to the extent the Company has an interest. Other than as disclosed above, none of the other Directors held any interest in shares in the Company and its related corporations during the financial year. DIRECTORS BENEFITS During and at the end of the financial year, no arrangements subsisted to which the Company or its subsidiaries is a party with the object of enabling the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Since the end of the previous financial year, no Director has received or become entitled to receive benefits (other than benefits included in the aggregate amount of emoluments received or due and receivable by the Directors or the fixed salary of a full time employee of the Company as disclosed in Note 21 to the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest, except as disclosed in Note 28 to the financial statements.
34
34

OTHER STATUTORY INFORMATION (a) Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the Directors took reasonable steps: (i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and no provision for doubtful debts was necessary; and to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business had been written down to an amount which they might be expected so to realise.
(ii)
(b)
At the date of this report, the Directors are not aware of any circumstances which would render: (i) the amount written off for bad debts in the financial statements of the Group and of the Company inadequate to any substantial extent or to make any provision for doubtful debts in respect of the financial statements of the Group and of the Company; the values attributed to the current assets in the financial statements of the Group and of the Company misleading; which has arisen which would render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate; and not otherwise dealt with in this report or the financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading. any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or any contingent liability of the Group and of the Company which has arisen since the end of the financial year. the results of the Groups and Companys operations during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature which is likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made; and no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may substantially affect the ability of the Group or of the Company to meet their obligations when they fall due.
(ii) (iii)
(iv)
(c)
At the date of this report, there does not exist: (i) (ii)
(d)
In the opinion of the Directors: (i)
(ii)
(iii)
HOLDING COMPANY The Company is a subsidiary of KEYNOTE CAPITAL SDN BHD, a company incorporated in Malaysia, which is also regarded by the Directors as the ultimate holding company. 35
35
ANNUAL REPORT 2012

AUDITORS The auditors, Reanda LLKG International, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors
LIANG CHIANG HENG Johor Bahru 29 August 2012
LIANG KIM POH
36
36
APOLLO FOOD HOLDINGS BERHAD (291471-M ) APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
STATEMENT BY DIRECTORS
Pursuant to Section 169 (15) of the Companies Act, 1965 We, the undersigned, being two of the Directors of APOLLO FOOD HOLDINGS BERHAD , do hereby state that in the opinion of the Directors, the accompanying financial statements set out on pages 40 to 99 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 30 April 2012 and of their financial performance and cash flows for the financial year then ended. In the opinion of the Directors, the supplementary information set out on page 99 is prepared, in all material respects, in accordance with Guidance on Special Matter No. 1 Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad. Signed on behalf of the Board in accordance with a resolution of the Directors
LIANG CHIANG HENG Johor Bahru 29 August 2012
LIANG KIM POH
STATUTORY DECLARATION
Pursuant to Section 169 (16) of the Companies Act, 1965 I, LIANG CHIANG HENG, the Director primarily responsible for the financial management of APOLLO FOOD HOLDINGS BERHAD, do solemnly and sincerely declare that the accompanying financial statements set out on pages 40 to 99 are in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the above-named LIANG CHIANG HENG at Johor Bahru in the State of Johor on 29 August 2012 Before me: Commissioner for Oaths. ) ) ) )
LIANG CHIANG HENG
37
37

ANNUAL REPORT 2012
INDEPENDENT AUDITORS REPORT
TO THE MEMEBERS OF APOLLO FOOD HOLIDNGS BERHAD REPORT ON THE FINANCIAL STATEMENTS We have audited the financial statements of APOLLO FOOD HOLDINGS BERHAD, which comprise of the statements of financial position as at 30 April 2012 of the Group and of the Company, and the statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes as set out on pages 40 to 99. Directors Responsibility for the Financial Statements The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia, 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. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider inter nal control relevant to the entitys preparation of financial statements that give a true and fair view 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 entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
38
38

REANDA LLKG INTERNATIONAL (AF1082) (Continuation Sheet)
INDEPENDENT AUDITORS REPORT

Opinion
TO THE MEMEBERS OF APOLLO FOOD HOLIDNGS BERHAD
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 30 April 2012 and of their financial performance and cash flows for the financial year then ended. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. We are satisfied that the accounts of the subsidiaries that have been consolidated with the financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. Our audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.
b)
c)
OTHER MATTERS The supplementary information set out on page 99 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial statements. The Directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1 Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (the MIA Guidance) and the directive of Bursa Malaysia Secu rities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad. This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
REANDA LLKG INTERNATIONAL AF 1082 CHARTERED ACCOUNTANTS Kuala Lumpur 29 August 2012 39
KOONG LIN LOONG 1824/04/13 (J) PARTNER
39
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012) APOLLO FOOD HOLDINGS BERHAD (291471-M
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 30 APRIL 2012

2011 NOTE ASSETS Non Current Assets Property, plant and equipment Investment properties Leasehold land use rights Available-for-sale investments Deferred tax assets Total non current assets Current Assets Inventories Trade receivables Other receivables and deposits Prepayments Tax recoverable Cash and cash equivalents Total current assets TOTAL ASSETS EQUITY AND LIABILITIES Shareholders' Equity Equity attributable to owners of the parent Share capital Reserves Total equity Non Current Liabilities Retirement benefits obligations Deferred tax liabilities Total non current liabilities Current Liabilities Trade payables Other payables and accruals Retirement benefits obligations Income tax payable Total current liabilities Total liabilities TOTAL EQUITY AND LIABILITIES 7 8 8 3 4 5 6 13 118,105,558 13,952,841 2,399,690 2,835,298 93,400 137,386,787 17,221,363 26,221,654 2,528,621 114,172 383,986 56,591,062 103,060,858 240,447,645 116,473,752 14,165,224 2,563,532 899,820 36,000 134,138,328 18,866,856 23,152,108 964,972 93,164 1,205,418 55,350,629 99,633,147 233,771,475 110,200,997 14,377,607 2,727,373 971,688 6,600 128,284,265 14,569,823 20,472,957 1,410,156 435,845 2,953,003 62,503,691 102,345,475 230,629,740 2012 RM (restated) RM As at 1.5.10 (restated) RM
10 11
80,000,000 135,133,353 215,133,353
80,000,000 128,478,300 208,478,300
80,000,000 125,785,106 205,785,106
12 13
1,411,747 16,290,795 17,702,542
1,308,168 15,894,465 17,202,633
1,205,585 15,629,582 16,835,167
14 14 12
3,703,319 3,594,711 51,673 262,047 7,611,750 25,314,292 240,447,645
4,290,539 3,538,628 66,743 194,632 8,090,542 25,293,175 233,771,475
3,144,648 3,217,520 689,563 957,736 8,009,467 24,844,634 230,629,740
40
The accompanying notes form an integral part of these financial statements.
40
COMPANY STATEMENT OF FINANCIAL POSITION 30 APRIL 2012

NOTE ASSETS Non Current Assets Investments in subsidiaries Available-for-sale investments Deferred tax assets Total non current assets Current Assets Other receivables and deposits Prepayments Amount due from subsidiaries Tax recoverable Cash and cash equivalents Total current assets TOTAL ASSETS EQUITY AND LIABILITIES Shareholders' Equity Equity attributable to owners of the Company Share capital Reserves Total equity Current Liabilities Other payables and accruals Total current liabilities TOTAL EQUITY AND LIABILITIES 14 430,900 430,900 106,342,013 351,949 351,949 108,295,760 10 11 80,000,000 25,911,113 105,911,113 80,000,000 27,943,811 107,943,811 8 16 9 15 6 13 39,378,234 2,834,298 35,700 42,248,232 44,091 13,333 30,383,219 272,577 33,380,561 64,093,781 106,342,013 39,378,234 898,820 36,000 40,313,054 36,622 13,333 48,237,085 440,265 19,255,401 67,982,706 108,295,760 2012 RM 2011 RM
41
41

ANNUAL REPORT 2012
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FINANCIAL YEAR ENDED 30 APRIL 2012

<----------Non-distributable-----------> Group NOTE Share Capital RM At 1 May 2011 Total comprehensive income for the year Transfer to retained profits Realisation of revaluation reserve upon depreciation Transactions with owners Dividend paid At 30 April 2012 17 80,000,000 4,325,454 8,130,407 312,980 (16,000,000) 122,364,512 (16,000,000) 215,133,353 (159,697) 159,697 80,000,000 Share Premium RM 4,325,454 Revaluation Reserves RM 7,450,383 839,721 Fair value Reserves RM 238,973 74,007 Distributable Retained Profits RM 116,463,490 21,741,325 Total RM 208,478,300 22,655,053
At 1 May 2010 As previously stated Effect of adopting Amendments to FRS 117 As restated Effect of adopting FRS 139 Total comprehensive income for the year Transfer to retained profits Realisation of revaluation reserve upon depreciation Transactions with owners Dividend paid At 30 April 2011 17
80,000,000 80,000,000 80,000,000 -
4,325,454 4,325,454 4,325,454 -
5,453,018 2,159,584 7,612,602 7,612,602 -
252,432 252,432 (13,459)
113,397,993 449,057 113,847,050 113,847,050 17,854,221
203,176,465 2,608,641 205,785,106 252,432 206,037,538 17,840,762
80,000,000
4,325,454
(162,219) 7,450,383
238,973
162,219 (15,400,000) 116,463,490
(15,400,000) 208,478,300
42
42

ANNUAL REPORT 2012
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FINANCIAL YEAR ENDED 30 APRIL 2012

<----Non-distributable----> Distributable
Company
NOTE
Share Capital RM
Share Premium RM 4,325,454 4,325,454
Fair value reserve RM 238,973 74,007 312,980
Retained Profits RM 23,379,384 13,893,295 (16,000,000) 21,272,679
Total RM 107,943,811 13,967,302 (16,000,000) 105,911,113
At 1 May 2011 Total comprehensive income for the year Transactions with owners Dividend paid At 30 April 2012 17
80,000,000 80,000,000
At 1 May 2010 Effect of adopting FRS 139
80,000,000 80,000,000
4,325,454 4,325,454 4,325,454
252,432 252,432 (13,459) 238,973
22,285,335 22,285,335 16,494,049 (15,400,000) 23,379,384
106,610,789 252,432 106,863,221 16,480,590 (15,400,000) 107,943,811
Total comprehensive income for the year Transactions with owners Dividend paid At 30 April 2011 17
80,000,000
43
43
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FINANCIAL YEAR ENDED 30 APRIL 2012

NOTE 2012 RM REVENUE COST OF SALES GROSS PROFIT OTHER INCOME ADMINISTRATIVE EXPENSES SELLING AND DISTRIBUTION EXPENSES OTHER OPERATING EXPENSES PROFIT BEFORE TAX INCOME TAX EXPENSE PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME/(LOSS) Fair value gain on available-for-sale investments Reclassification to profit or loss upon disposal 288,431 (214,424) 74,007 Revaluation of property, plant and equipment Attributable deferred tax Revaluation of property, plant and equipment, net of deferred tax OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR TOTAL COMPREHENSIVE INCOME FOR THE YEAR PROFIT FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE PARENT TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE PARENT EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT (sen) : Basic, for profit for the year Diluted, for profit for the year Dividend per share (Sen) 1,229,904 (390,183) 839,721 913,728 22,655,053 21,741,325 22,655,053 203,551 (217,010) (13,459) (13,459) 17,840,762 17,854,221 17,840,762 20 22 18 19 200,548,462 (155,455,466) 45,092,996 2,870,847 (11,013,658) (8,356,522) 28,593,663 (6,852,338) 21,741,325 2011 RM 176,291,985 (136,036,306) 40,255,679 2,228,062 (11,335,988) (6,171,497) (2,399,332) 22,576,924 (4,722,703) 17,854,221
23 23 17
27.18 Not applicable 20.00
22.32 Not applicable 25.00
44
44

ANNUAL REPORT 2012
COMPANY STATEMENT OF COMPREHENSIVE INCOME FINANCIAL YEAR ENDED 30 APRIL 2012

NOTE 2012 RM 2011 RM
REVENUE OTHER INCOME ADMINISTRATIVE EXPENSES PROFIT BEFORE TAX INCOME TAX EXPENSE PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME/(LOSS) Fair value gain on available-for-sale investments Reclassification to profit or loss upon disposal OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR TOTAL COMPREHENSIVE INCOME FOR THE YEAR PROFIT FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE COMPANY TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE COMPANY
18
13,740,010 1,255,784 (724,244)
16,240,013 1,063,552 (620,891) 16,682,674 (188,625) 16,494,049
20 22
14,271,550 (378,255) 13,893,295
288,431 (214,424) 74,007 13,967,302
203,551 (217,010) (13,459) 16,480,590
13,893,295
16,494,049
13,967,302
16,480,590
45
45
CONSOLIDATED STATEMENT OF CASH FLOW FINANCIAL YEAR ENDED 30 APRIL 2012

NOTE CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments for: Depreciation of property, plant and equipment Depreciation of investment properties Amortisation of leasehold land use rights Unrealised (gain)/loss on foreign currency translations Provision for retirement benefits Property, plant and equipment written off Inventories written off Bad debts written off Gain on disposal of available-for-sale investments Interest income Rental income from investment properties Dividend income Loss/(gain) on disposal of property, plant and equipment Operating cash flows before working capital changes Changes in working capital Inventories Receivables Payables Cash flows from operations Interest received Income taxes refunded Income taxes paid Payment of retirement benefits Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of available-for-sale investments Proceeds from disposal of available-for-sale investments Rental received from investment properties Dividends received Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Dividend paid Net cash used in financing activities NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS Currency translation differences CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR 9 17 (2,454,906) 807,859 314,400 106,881 (9,703,331) 3,000 (10,926,097) (16,000,000) (16,000,000) 1,172,549 67,884 55,350,629 56,591,062 527,851 320,700 23,031 (15,116,952) 7,000 (14,238,370) (15,400,000) (15,400,000) (6,397,399) (755,663) 62,503,691 55,350,629 2012 RM 28,593,663 9,290,859 212,383 163,842 (121,152) 160,992 20 219,398 35,945 (214,424) (1,579,998) (314,400) (106,881) 7,550 36,347,797 1,426,095 (4,648,627) (531,137) 32,594,128 1,591,745 (6,014,744) (72,483) 28,098,646 2011 (restated) RM 22,576,924 8,843,976 212,383 163,841 803,911 169,193 220 111,947 1,013 (217,010) (1,304,210) (320,700) (23,364) (6,999) 31,011,125 (4,408,980) (2,021,999) 1,466,999 26,047,145 1,385,662 2,078,032 (5,580,438) (689,430) 23,240,971
12
The accompanying notes form an integral 46 part of these financial statements.
46
COMPANY STATEMENT OF CASH FLOW FINANCIAL YEAR ENDED 30 APRIL 2012

NOTE CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments for: Bad debt written off Dividend income Gain on disposal of available-for-sale investments Interest income Operating cash flows before working capital changes Changes in working capital Receivables Payables Cash flows from operations Income taxes paid Interest received Net cash flows from/(used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of available-for-sale investments Proceeds from disposal of available-for-sale investments Dividends received Net repayment from/(advances to) subsidiaries Net cash flows from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Dividend paid Net cash flows used in financing activities 340 (13,606,456) (214,424) (934,914) (483,904) (15,617) 78,951 (420,570) (210,267) 942,722 311,885 (16,023,002) (217,010) (823,553) (380,891) 18,463 (362,428) (632,129) 902,875 (91,682) 14,271,550 16,682,674 2012 RM 2011 RM
(2,454,906) 807,859 13,606,456 17,853,866 29,813,275
527,851 16,022,669 (16,468,593) 81,927
17
(16,000,000) (16,000,000)
(15,400,000) (15,400,000)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR 9
14,125,160 19,255,401 33,380,561
(15,409,755) 34,665,156 19,255,401
47
47
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012 APOLLO FOOD HOLDINGS BERHAD (291471-M )
NOTE TO FINANCIAL STATEMENTS 30 APRIL 2012

1 GENERAL INFORMATION The principal activities of the Company are investment holding and provision of management services to subsidiaries. The principal activities of the subsidiaries are described in Note 15 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Market of the Bursa Malaysia Securities Berhad. The registered office of the Company is located at Suite 1301, 13th Floor, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor. The principal place of business is located at 70, Jalan Langkasuka, Larkin Industrial Area, 80350 Johor Bahru, Johor. The financial statements of the Group and the Company have been approved by the Board of Directors for issuance on 29 August 2012. 2 SIGNIFICANT ACCOUNTING POLICIES 2.1 Basis of Preparation of Financial Statements (a) The financial statements of the Group and the Company have been prepared in accordance with and comply with Financial Reporting Standards (FRS) and the provisions of the Companies Act, 1965 in Malaysia. At the beginning of the current financial year, the Group and the Company adopted the standards and interpretations as fully described in Note 2.1(b). The measurement bases applied in the preparation of the financial statements include cost, amortised cost, recoverable value, realisable value, revalue amount and fair value as indicated in the respective accounting policy. The preparation of financial statements in conformity with FRS and the provisions of the Companies Act, 1965 requires the Directors to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported financial year. It also requires Directors to exercise their judgements in the process of applying the Companys accounting policies. Although these judgements and estimates are based on Directors best knowledge of current events and actions, actual results could differ from those judgements and estimates.
48
48
NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.1 Basis of Preparation of Financial Statements (Continued) (a) The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 2.1(e). (b) Changes in Accounting Policies The accounting policies adopted are consistent with those of the previous financial year except as follows: On 1 May 2011, the Group and the Company adopted the following standards and interpretations which are applicable and relevant to the operations of the Group and the Company: Effective for financial periods beginning on or after 1 July 2010 FRS 1 FRS 3 Amendments to FRS 127 Amendments to FRS 138 Amendments to IC Interpretation 9 IC Interpretation 17 First time Adoption of Financial Reporting Standards Business Combinations (Revised) Consolidated and Separate Financial Statements Intangible Assets Reassessment of Embedded Derivatives Distributions of Non-cash Assets to Owners
Effective for financial periods beginning on or after 1 January 2011 Amendments to FRS 1 Limited Exemption from Comparative FRS 7 Disclosures for First time Adopters Additional Exemption for First time Adopters Improving Disclosures about Financial Instruments Determining Whether an Arrangement contains a Lease Transfers of Assets from Customers
Amendments to FRS 7 IC Interpretation 4 IC Interpretation 18 Improvements to FRSs issued in 2010
49
49

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.1 Basis of Preparation of Financial Statements (Continued) (b) Changes in Accounting Policies (Continued) Amendments to FRS 2 Share-based Payment, FRS 5 Non-current Assets Held for Sale and discontinued Operations, IC Interpretation 12 Service Concession Arrangements and IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation are also effective for annual periods beginning on or after 1 July 2010. These FRS are, however, not applicable to the Group and the Company. Adoption of the above standards and interpretations did not have any effect on the financial performance or position of the Group and the Company except for those discussed below: FRS 3: Business Combinations (revised) The revised standard continues to apply the acquisition method to business combinations with some significant changes. For example, all payments to purchase a business are recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently remeasured through the profit and loss. There is a choice on an acquisition-by-acquisition basis to measure the noncontrolling interest in the acquiree at fair value or at the non-controlling interests proportionate share of the acquirees net assets. Transaction costs, other than share and debts issue costs, are expensed as incurred. The adoption of FRS 3 does not presently have an impact to the financial statements of the Group but may impact the accounting treatment for future transactions or arrangements. Amendments to FRS 7: Improving Disclosures about Financial Instruments The amended standard requires enhanced disclosures about fair value measurement and liquidity risk. Fair value measurements related to items recorded at fair value are to be disclosed by source of inputs using a three level fair value hierarchy (Level 1, Level 2 and Level 3), by class, for all financial instruments recognised at fair value. A reconciliation between the beginning and ending balance for Level 3 fair value measurements is required. Any significant transfers between levels of the fair value hierarchy and the reasons for those transfers need to be disclosed. The amendments also clarify the requirements for liquidity risk disclosures with respect to derivative transactions and assets used for liquidity management. The fair value measurement and liquidity risk disclosures are not significantly impacted by the amendments and are presented in Note 30.
50
50

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.1 Basis of Preparation of Financial Statements (Continued) (b) Changes in Accounting Policies (Continued) Amendments to FRS 127: Consolidated and Separate Financial Statements FRS 127 (Revised) requires accounting for changes in ownership interests by the Group in a subsidiary, while maintaining control, to be recognised as an equity transaction. When the Group loses control of a subsidiary, any interest retained in the former subsidiary will be measured at fair value with the gain or loss recognised in profit or loss. The revised Standard also requires all losses attributable to the minority interest to be absorbed by the minority interest instead of by the parent. The adoption of FRS 127 does not presently have an impact to the financial statements of the Group but may impact the accounting treatment for future transactions or arrangements. Improvements to FRSs (2010) Improvements to FRSs (2010) contain amendments to ten FRSs and one Interpretation by Malaysia Accounting Standard Boards (MASB) to provide clarification or guidance thereon or to correct for relatively minor unintended consequences, conflicts or oversights. A clarifying amendment maintains consistency with the existing principles within the applicable International Financial Reporting Standards (IFRS). Both the clarifying amendment and the correcting amendment do not propose a new principle, or a change to an existing principle. The adoption of the other FRSs, Amendments to FRSs and Interpretation does not have significant financial impact to the Groups consolidated financial statements of the current year. (c) Standards and interpretations issued but not yet effective New MASB Approved Accounting Standards On 19 November, 2011, the Malaysian Accounting Standards Board (MASB) issued a new MASB approved accounting framework, the Malaysian Financial Reporting Standards (MFRS Framework). The MFRS Framework is to be applied by all Entities Other Than Private Entities for annual periods beginning on or after 1 January 2012, with the exception of entities that are within the scope of MFRS 141 Agriculture (MFRS 141) and IC Interpretation 15 Agreements for Construction of Real Estate (IC 15), including its parent, significant investor and venturer.
51
51

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.1 Basis of Preparation of Financial Statements (Continued) (c) Standards and interpretations issued but not yet effective (Continued) New MASB Approved Accounting Standards (Continued) The Group will be required to prepare financial statements using the MFRS Framework in its first MFRS financial statements for the year ending 30 April 2013. In presenting its first MFRS financial statements, the Group will be required to restate the comparative financial statements to amounts reflecting the application of MFRS Framework. The majority of the adjustments required on transition will be made, retrospectively, against opening retained profits. The Group is currently assessing the financial effects of the differences between Financial Reporting Standards and accounting standards under the MFRS Framework. Accordingly, the financial performance and financial position as disclosed in these financial statements for the year ended 30 April 2012 could be different if prepared under the MFRS Framework. The Group considers that it is achieving its scheduled milestones and expects to be in a position to fully comply with the requirements of the MFRS Framework for the financial year ending 30 April 2013. (d) Transfer of accounts In March 2012, the Group had obtained an extension for certain of its Leasehold Land Use Rights to 99 years and had accordingly transferred these to Property, Plant and Equipment in accordance with FRS 117. Certain comparative balances have been reclassified accordingly for comparison purpose. The effects of the reclassification to the comparatives of the prior years consolidated statement of financial position and consolidated statement of cash flow are as follows: Consolidated Statement of Financial Position As at 30 April 2011 Property, plant and equipment Leasehold land use rights As at 1 May 2010 Property, plant and equipment Leasehold land use rights 108,615,811 4,312,559 1,585,186 (1,585,186) 110,200,997 2,727,373 As Previously Stated RM 113,958,080 5,079,204 Effects of Reclassification RM 2,515,672 (2,515,672) As Restated RM 116,473,752 2,563,532
52
52

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.1 Basis of Preparation of Financial Statements (Continued) (d) Transfer of accounts (Continued) Consolidated Statement of Cash Flow Financial year ended 30 April 2011 Depreciation of property, plant and equipment Amortisation of leasehold land use rights As Previously Stated RM 8,724,462 283,355 Effects of Reclassification RM 119,514 (119,514) As Restated RM 8,843,976 163,841
Upon transfer, the leasehold land use rights were revalued based on valuations carried out by independent professional valuers to reflect market values on an open market existing use basis. The carrying amount of these properties were adjusted to reflect the valuation and resultant surpluses were credited to revaluation reserve. (e) Use of Estimates and Judgements As mentioned in Note 2.1 (a), the Directors make their estimates based on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes: (i) Critical judgement made in applying accounting policies Note 4 - Classification of investment properties (ii) Areas of estimation uncertainty Note 3 - Depreciation of property, plant and equipment Note 22 - Income tax expense
53
53

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (a) Subsidiaries and Basis of Consolidation (i) Subsidiaries Subsidiaries are entities over which the Group has the power to govern the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such power over another entity. In the Companys separate financial statements, investments in subsidiaries are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss. (ii) Basis of Consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the reporting date. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. In preparing the consolidated financial statements, intragroup balances, transactions and unrealised gains or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for like transactions and events in similar circumstances. Acquisitions of subsidiary companies are accounted for using the purchase method. The cost of the business combination is measured as the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquirees identifiable assets, liabilities and contingent liabilities that meet the conditions for the recognition under FRS 3 Business Combinations are recognised at their fair values at the acquisition date.
54
54

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (a) Subsidiaries and Basis of Consolidation (Continued) (ii) Basis of Consolidation (Continued) Any excess of the cost of business combination over the Group's share in the net fair value of the acquired subsidiarys identifiable assets, liabilities and contingent liabilities represents goodwill. Any excess of the Group's share in the net fair value of the acquired subsidiarys identifiable assets, liabilities and contingent liabilities over the cost of business combination is recognised as income in the profit or loss on the date of acquisition. (b) Property, Plant and Equipment All items of property, plant and equipment are initially recorded at cost. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are recognised in profit or loss as incurred. Subsequent to initial recognition, property, plant and equipment except for leasehold land and buildings are stated at cost less accumulated depreciation and accumulated impairment losses, if any. The leasehold land and buildings are stated at revalued amount, which is the fair value at the date of the revaluation less any consequential accumulation depreciation and accumulated impairment losses. Fair value is determined from market-based evidence by appraisal that is undertaken by an independent professional valuer. Revaluations are performed with sufficient regularity to ensure that the fair value of a revalued asset does not differ materially from that which would be determined using fair values at the reporting date. Any revaluation surplus is recognised in other comprehensive income and accumulated in equity under the revaluation reserve, except to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss, in which case the increase is recognised in profit or loss to the extent of the decrease previously recognised. A revaluation deficit is recognised in profit or loss, except to the extent that it offsets an existing surplus on the same asset carried in the revaluation surplus. On usage of revalued assets, amounts in revaluation reserve relating to those assets will be transferred to retained profits. Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. The revaluation surplus included in the asset revaluation reserve in respect of an asset is transferred directly to retained profits on retirement or disposal of the asset.
55
55

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (b) Property, Plant and Equipment (Continued) Leasehold land is depreciated on a straight-line basis over the period of the respective leases whilst depreciation of other property, plant and equipment is computed using the straight-line basis so as to write off their depreciable amounts over their estimated useful lives. The principal annual rates of depreciation used are: Buildings and improvement Plant, machinery, tools and equipment Motor vehicles Office equipment, furniture and fittings Renovation 2% - 20% 4% - 10% 20% 10% 2% - 20%
Depreciation of property, plant and equipment commences when it is available for use and does not cease when the asset become idle or is retired from active use unless the asset is fully depreciated. The residual values, useful life and depreciation method are reviewed at each financial year end to ensure that the amount, method and period of depreciation are consistent with the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Gains or losses arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the net sale proceeds, and the carrying amount of the asset and is recognised in the profit or loss. (c) Investment Properties Investment properties are properties which are held to earn rental income or capital appreciation or for both. These include land held for a currently undetermined future use. Investment properties are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is recognised in profit or loss on a straight line basis over the estimated useful lives of the investment properties. The estimated useful lives of the buildings are between 14 to 50 years. Freehold land is not depreciated as it has an infinite useful life. Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain or losses on the retirement or disposal of an investment property are recognised in profit or loss in the year of retirement or disposal.
56
56

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (d) Leasehold land use rights Leasehold land that normally has a finite economic life and title which is not expected to pass to the lessee by the end of the lease term is treated as an operating lease. The payment made on entering into or acquiring a leasehold land is accounted as leasehold land use rights (referred to as prepaid lease payments in FRS 117, Leases) that are amortised over the lease term in accordance with the pattern of benefits provided. The Group has adopted the amendment made to FRS 117, Lease in 2011 in relation to the classification of lease of land. Leasehold land which in substance is a finance lease has been reclassified as property, plant and equipment and accounted as such retrospectively. Leasehold land use rights are amortised over the lease term in accordance with the pattern of benefits provided. (e) Financial assets Financial assets are recognised in the statement of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. When financial assets are recognised initially, they are measured at fair value plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. The Group and the Company determine the classification of their financial assets at initial recognition, and the categories include financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available-for-sale financial assets. (i) Financial assets at fair value through profit or loss Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading or are designated as such upon initial recognition. Financial assets held for trading are derivatives (including separated embedded derivatives) or financial assets acquired principally for the purpose of selling in the near term. Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in fair value are recognised in profit or loss. Net gains or net losses on financial assets at fair value through profit or loss do not include exchange differences, interest and dividend income. Exchange differences, interest and dividend income on financial assets at fair value through profit or loss are recognised separately in profit or loss as part of other losses or other income.
57
57

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (e) Financial assets (Continued) (i) Financial assets at fair value through profit or loss (Continued) Financial assets at fair value through profit or loss could be presented as current or non-current. Financial assets that is held primarily for trading purposes are presented as current whereas financial assets that is not held primarily for trading purposes are presented as current or non-current based on the settlement date. (ii) Loans and receivables Financial assets include trade and other receivables with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process. Loans and receivables are classified as current assets, except for those having maturity dates later than 12 months after the reporting date which are classified as non-current. (iii) Held-to-maturity investments Financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group has the positive intention and ability to hold the investment to maturity. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the held-to-maturity investments are derecognised or impaired, and through the amortisation process. Held-to-maturity investments are classified as non-current assets, except for those having maturity within 12 months after the reporting date which are classified as current.
58
58

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (e) Financial assets (Continued) (iv) Available-for-sale financial assets Available-for-sale financial assets are financial assets that are designated as available for sale or are not classified in any of the three preceding categories. After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value of the financial assets are recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest method are recognised in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognised in profit or loss. Dividends on an available-for-sale equity instrument are recognised in profit or loss when the Group and the Companys right to receive payment is established. Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss. Available-for-sale financial assets are classified as non-current assets unless they are expected to be realised within 12 months after the reporting date. A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e., the date that the Group and the Company commit to purchase or sell the asset.
59
59

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued)
(f)
Impairment of financial assets The Group assesses at each reporting date whether there is any objective evidence that a financial asset or group of financial assets is impaired. (i) Available-for-sale financial assets Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer or obligor, and the disappearance of an active trading market are considerations to determine whether there is objective evidence that investment securities classified as available-for-sale financial assets are impaired. If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from equity to profit or loss. Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income. For available-for-sale debt investments, impairment losses are subsequently reversed in profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss in profit or loss. (ii) Unquoted equity securities carried at cost If there is objective evidence (such as significant adverse changes in the business environment where the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an impairment loss on financial assets carried at cost has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses are not reversed in subsequent periods.
60
60

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (f) Impairment of financial assets (Continued) (iii) Trade and other receivables and other financial assets carried at amortised cost To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Groups and the Companys past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables. If any such evidence exists, the amount of impairment loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the financial assets original effective interest rate. The impairment loss is recognised in profit or loss. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance account. Bad debts are written off when identified. If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss. (g) Impairment of Non Financial Assets At each reporting date, the Group reviews the carrying amounts of its non financial assets (excluding inventories and deferred tax assets) to determine whether there is any indication of impairment by comparing its carrying amount with its recoverable amount. Recoverable amount is the higher of an assets fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).
61
61

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (g) Impairment of Non Financial Assets (Continued) In assessing value-in-use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a cash-generating unit or groups of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to those units or group of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis. Impairment losses are recognised in profit or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. (h) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using first-in, first-out as the basis and includes all costs in bringing the inventories to their present location and condition. The cost of work in progress and finished goods comprises raw materials, direct labour, other direct costs and an appropriate portion of production overheads. Net realisable value is the estimated selling price in the ordinary course of business less the estimated cost to completion and estimated costs necessary to make the sale.
62
62

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (i) Financial liabilities Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability. Financial liabilities, within the scope of FRS 139, are recognised in the statement of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities. (i) Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair value and subsequently stated at fair value, with any resultant gains or losses recognised in profit or loss. Net gains or losses on derivatives include exchange differences. The Group and the Company have not designated any financial liabilities as at fair value through profit or loss. (ii) Other financial liabilities The Groups and the Companys other financial liabilities include trade payables and other payables. Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method. For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.
63
63

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (i) Financial liabilities (Continued) (ii) Other financial liabilities (Continued) A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss. (iii) Financial guarantee contracts A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due. Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or loss over the period of the guarantee. If the debtor fails to make payment relating to financial guarantee contract when it is due and the Group, as the issuer, is required to reimburse the holder for the associated loss, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount initially recognised less cumulative amortisation. (j) Equity Instruments Ordinary shares are classified as equity instruments. Dividends on ordinary shares are recognised in equity in the period in which they are declared. (k) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
64
64

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (l) Contingencies A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of uncertain future events not wholly within the control of the Group. Contingent liabilities and assets are not recognised in the statements of financial position of the Group. (m) Income Recognition Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the Group and the Company and the amount of the revenue can be measured reliably. The following specific recognition criteria must be met before revenue is recognised: (i) Sales of goods Revenue from sales of goods is recognised upon the transfer of significant risk and rewards of ownership of the goods to the customer and measured net of sales tax. (ii) Dividend income Dividend income is recognised when the Groups right to receive payment is established. (iii) Interest income Interest is recognised on an accrual basis using the effective interest method. (iv) Rental income Rental income is recognised on straight-line basis over the lease terms. (v) Management fee income Management fees are recognised when services are rendered.
65
65

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (n) Foreign Currencies (i) Functional and Presentation Currency The individual financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (the functional currencies). The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the Companys functional currency. (ii) Foreign Currency Transactions Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined. All exchange differences are recognised in profit or loss. (o) Income Tax Income tax expense represents the sum of the tax currently payable and deferred tax. (i) Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statements 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 Groups and the Companys liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting date.
66
66

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (o) Income Tax (Continued) (ii) Deferred tax Deferred tax is recognised 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. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profits will be available against which deductible temporary differences, unused tax losses and unused tax credits can be recognised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition 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 the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group and the Company expect, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. 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 Group and the Company intend to settle its current tax assets and liabilities on a net basis. (iii) Current and deferred tax for the period Current and deferred tax are recognised in profit or loss in the statements of comprehensive income, except when they relate to items credited or debited directly to equity, in which case the tax is also recognised directly in equity.
67
67

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (o) Income Tax (Continued) (iv) Sales tax Revenues, expenses and assets are recognised net of the amount of sales tax except: - Where the sales tax incurred in a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and - Receivables and payables that are stated with the amount of sales tax included. The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. (p) Employee Benefits Short-term benefits Wages, salaries, paid annual leave, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees. Short-term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short-term nonaccumulating compensated absences such as sick leave are recognised when the absences occur.
68
68

2 SIGNIFICANT ACCOUNTING POLICIES (Continued) 2.2 Summary of Significant Accounting Policies (Continued) (p) Employee Benefits (Continued) Defined contribution plans The Groups contributions to the Employees Provident Fund in Malaysia, a defined contribution pension scheme are recognised as an expense in the year in which the related service is performed. Once the contributions have been paid, the Group has no further payment obligations. The Group operates an unfunded retirement benefits plan for its eligible Directors and employees. The liabilities in respect of the retirement benefits are based on a plan benefit formula. The Groups obligations under the plan are calculated using the Projected Credit Unit Method through which the amount of benefit that employees and Directors have earned in return for their service in the current and prior years is estimated. That benefit is discounted in order to determine its present value. The discount rate is yield at the reporting date on high quality corporate bonds or government bonds. (q) Cash and Cash equivalents Cash and cash equivalents comprise cash and bank balances, demand deposits, and short-term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. (r) Segmental Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments and making strategic decisions. Additional disclosures on each of these segments are shown in Note 29.
69
69

ANNUAL REPORT 2012

3 PROPERTY, PLANT AND EQUIPMENT
Buildings and improvements RM Long term Leasehold land RM Building in progress RM Plant, machinery, tools and equipment RM Office equipment, furniture and fittings RM
Group 2012 At cost/Valuation 1 May 2011 At cost At valuation Additions Revaluation surplus Elimination of accumulated depreciation on revaluation Written off Disposals 30 April 2012 Representing: At cost At valuation Accumulated depreciation 1 May 2011 Charge for the year Elimination of accumulated depreciation on revaluation Written off Disposals 30 April 2012 Carrying Amount 30 April 2012 At cost At valuation
Motor vehicles RM
Renovation RM
Total RM
20,720,756 20,720,756 251,904 (284,459) 20,688,201
18,648,000 18,648,000 2,115,935 978,000 (263,935) 21,478,000
2,762,302 2,762,302 1,446,102 4,208,404
143,594,815 143,594,815 6,061,329 (464,693) (35,000) 149,156,451
2,043,900 2,043,900 2,043,900
4,047,812 4,047,812 79,965 (102,922) (8,500) 4,016,355
2,299 2,299 2,299
152,451,128 39,368,756 191,819,884 9,703,331 1,229,904 (548,394) (567,615) (43,500) 201,593,610
20,688,201 20,688,201 1,221,044 1,691,207 (284,459) 2,627,792
21,478,000 21,478,000 254,953 295,816 (263,935) 286,834
4,208,404 4,208,404 -
149,156,451 149,156,451 69,271,589 6,949,595 (464,686) (27,708) 75,728,790
2,043,900 2,043,900 1,725,437 111,545 1,836,982
4,016,355 4,016,355 2,871,152 242,354 (102,909) (5,242) 3,005,355
2,299 2,299 1,957 342 2,299
159,427,409 42,166,201 201,593,610 75,346,132 9,290,859 (548,394) (567,595) (32,950) 83,488,052
18,060,409 18,060,409
21,191,166 21,191,166
4,208,404 4,208,404
73,427,661 73,427,661
206,918 206,918
1,011,000 1,011,000
78,853,983 39,251,575 118,105,558
70
70
APOLLO FOOD HOLDINGS BERHAD (291471-M)APOLLO FOOD ANNUAL REPORT 2012 (291471-M) HOLDINGS BERHAD

3 PROPERTY, PLANT AND EQUIPMENT (Continued)
Plant, machinery, tools and equipment RM Office equipment, furniture and fittings Renovation RM RM
Group 2011 At Cost/Valuation 1 May 2010 At cost At valuation As previously stated
Buildings and improvements RM
Long term Leasehold Land RM
Building in progress RM
Motor vehicles RM
Total RM
20,422,965 20,422,965 20,422,965 297,791 20,720,756
9,643,300 1,600,000 11,243,300 7,518,630 (113,930) 18,648,000
2,762,302 2,762,302
139,850,062 139,850,062 139,850,062 4,230,725 (485,972) 143,594,815
1,829,138 1,829,138 1,829,138 264,790 (50,028) 2,043,900
4,014,978 4,014,978 4,014,978 42,714 (9,880) 4,047,812
2,299 2,299 2,299 2,299
145,696,477 20,422,965 166,119,442 9,643,300 1,600,000 177,362,742 15,116,952 (113,930) (495,852) (50,028) 191,819,884
Effects of adopting Amendments to FRS 117 Transfer from leasehold land use rights 1 May 2010 (As restated) Additions Elimination of accumulated depreciation on revaluation Written off Disposals 30 April 2011 (As restated) Representing: At cost At valuation 20,720,756 20,720,756 Accumulated depreciation 1 May 2010 As previously stated Transfer from leasehold land use rights 1 May 2010 (As restated) Charge for the year (Restated) Elimination of accumulated depreciation on revaluation Written off Disposals 30 April 2011 Carrying Amount 30 April 2011 At cost At valuation 19,499,712 19,499,712 18,393,047 18,393,047 2,762,302 2,762,302 74,323,226 74,323,226 318,463 318,463 1,176,660 1,176,660 342 342 78,580,993 37,892,759 116,473,752 110,322 1,110,722 1,221,044 14,814 14,814 354,069 (113,930) 254,953 62,763,404 6,993,963 (485,778) 69,271,589 1,635,613 139,851 (50,027) 1,725,437 2,636,095 244,911 (9,854) 2,871,152 1,497 460 1,957 14,814 67,161,745 8,843,976 (113,930) (495,632) (50,027) 75,346,132 110,322 62,763,404 1,635,613 2,636,095 1,497 67,146,931 18,648,000 18,648,000 2,762,302 2,762,302 143,594,815 143,594,815 2,043,900 2,043,900 4,047,812 4,047,812 2,299 2,299 152,451,128 39,368,756 191,819,884
71
71

ANNUAL REPORT 2012

3 PROPERTY, PLANT AND EQUIPMENT (Continued) Land and buildings were revalued on 30 April 2011 based on valuations carrying out by independent professional valuers to reflect market values on an open market existing use basis. The carrying amount of this property was adjusted to reflect the valuation and resultant surpluses were credited to revaluation reserve. The carrying amount of the revalued property had they been stated at historical cost would have been RM31,957,359 (2011: RM28,536,321). Negative pledges for RM10 million (2011: RM10 million) over all movable and immovable property, plant and equipment are given to a local bank to secure banking facilities extended to a subsidiary as disclosed in Note 25. Property, plant and equipment are depreciated on a straight line method over their estimated useful lives as specified under note 2.2(b). Any changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these property, plant and equipment; therefore future depreciation charges could be re-estimated and revised.
72
72

ANNUAL REPORT 2012

4 INVESTMENT PROPERTIES
Group 2012 RM Cost Model At 1 May Effects of adopting Amendments to FRS 117 At 30 April Accumulated depreciation/impairment At 1 May - Accumulated depreciation - Accumulated impairment 17,627,833 17,627,833 2011 RM 15,614,613 2,013,220 17,627,833
2,363,363 1,099,246 3,462,609 3,462,609 212,383 3,674,992
1,308,938 1,099,246 2,408,184 842,042 3,250,226 212,383 3,462,609
Effects of adopting Amendments to FRS 117
Charge for the year (Note 20)
At 30 April - Accumulated depreciation - Accumulated impairment Carrying amount At 30 April 13,952,841 14,165,224 2,575,746 1,099,246 3,674,992 2,363,363 1,099,246 3,462,609
The Group has developed certain criteria based on FRS 140 in making judgement whether a property qualifies as an investment property. Investment property is a property held to earn rentals or for capital appreciation or both. In making judgement, the Group considers whether a property generates cash flows largely independently of other assets held by the Group. Owner occupied properties generate cash flows that are attributable not only to the properties, but also to other assets used in the production and supply of goods and services. Judgement is made on an individual property basis to determine whether ancillary services are so significant that a property does not qualify as investment property. The Directors of the Company are of the opinion that the carrying value of the investment properties is approximately to its fair value.
73
73

ANNUAL REPORT 2012

5 LEASEHOLD LAND USE RIGHTS
Group 2012 RM At 1 May - As previously stated Effect of adopting the Amendments to FRS 117 Transfer to property, plant and equipment At 1 May - As restated Additions At 30 April Accumulated amortisation At 1 May - As previously stated Effect of adopting the Amendments to FRS 117 Transfer to property, plant and equipment At 1 May - As restated Charge for the year (Note 20) At 30 April Carrying Amount At 30 April Analysed as: - unexpired period less than 50 years (Short-term leasehold land) 450,703 (134,328) 316,375 163,842 480,217 2,399,690 4,383,998 (4,216,650) (14,814) 152,534 163,841 316,375 2,563,532 5,529,907 (2,650,000) 2,879,907 2,879,907 2011 Restated RM 16,032,847 (11,552,940) (1,600,000) 2,879,907 2,879,907
2,399,690
2,563,532
AVAILABLE-FOR-SALE INVESTMENTS Group 2012 RM Shares in corporation: 2,834,298 Quoted in Malaysia 1,000 Unquoted in Malaysia Carrying Amount Fair value of quoted investments 2,835,298 2,834,298
2011 RM 898,820 1,000 899,820 898,820
Company 2012
2011
2,834,298 2,834,298 2,834,298
898,820 898,820 898,820
74

ANNUAL REPORT 2012

7 INVENTORIES At Cost Finished goods Work in progress Raw materials Packaging materials 8 2012 RM 6,101,655 987,104 5,783,223 4,349,381 17,221,363 TRADE RECEIVABLES, OTHER RECEIVABLES AND DEPOSITS The Group's trading terms with its customers are mainly on credit. The credit term is generally for a period of 30 to 90 days (2011: 30 to 90 days) and are non-interest bearing. They are recognised at their original invoice amounts which represent their fair values on initial recognition. Past due trade receivables The Groups past due trade receivables are as follows: 2012 RM 1 - 30 days past due but not impaired 31 - 60 days past due but not impaired 61 - 90 days past due but not impaired 91 - 120 days past due but not impaired More than 121 days past due but not impaired Total Receivables that are past due but not impaired The Group has trade receivables amounting to RM130,926 (2011: RM240,392) that are past due at the reporting date but not impaired. The Group seeks to maintain strict control over its outstanding receivables and overdue balances are reviewed regularly by senior management to minimise credit risk. The Group has not provided for impairment loss on these trade receivable accounts that are past due as there has not been a significant change in credit quality and the amounts are still considered recoverable. 89,778 2,377 31,543 7,082 146 130,926 Group 2011 RM 150,121 9,728 2,523 59,264 18,756 240,392
Group
2011 RM 6,576,782 1,026,040 6,453,706 4,810,328
18,866,856
75

ANNUAL REPORT 2012

8 TRADE RECEIVABLES, OTHER RECEIVABLES AND DEPOSITS (Continued) Other receivables and deposits consist of: Group 2012 RM 97,251 2,388,017 43,353 2,528,621 2011 RM 145,233 780,255 39,484 964,972 Company 2012 1,350 2,150 40,591 44,091 2011 RM 1,690 2,150 32,782 36,622
Other receivables Deposits Interest receivable from short term deposits
Included in deposits for the Group is an amount of RM1,605,122 (2011: RM586,175) being deposit paid for acquisition of plant and machinery. 9 CASH AND CASH EQUIVALENTS Group 2012 RM Short-term deposits placed with licensed - commercial banks - investment banks Cash and bank balances 10 SHARE CAPITAL 2012 Ordinary shares of RM1 each AUTHORISED As at 1 May / 30 April 100,000,000 shares (2011: 100,000,000 shares) ISSUED AND FULLY PAID UP As at 1 May / 30 April 80,000,000 shares (2011: 80,000,000 shares) 80,000,000 80,000,000 100,000,000 100,000,000 RM 2011 RM 2011 RM Company 2012 RM 2011 RM
35,699,717 6,230,172 41,929,889 14,661,173 56,591,062
32,721,957 4,331,115 37,053,072 18,297,557 55,350,629
33,169,597 33,169,597 210,964 33,380,561
19,034,803 19,034,803 220,598 19,255,401
76

ANNUAL REPORT 2012

11 RESERVES Group 2012 RM Non-distributable: Share premium Revaluation reserves Fair value adjustment reserve 2011 RM Company 2012 RM 2011 RM
4,325,454 8,130,407 312,980 12,768,841
4,325,454 7,450,383 238,973 12,014,810
4,325,454 312,980 4,638,434
4,325,454 238,973 4,564,427
Distributable: Retained profits 122,364,512 135,133,353 116,463,490 128,478,300 21,272,679 25,911,113 23,379,384 27,943,811
Movements of reserves are shown in the Statements of Changes in Equity. (i) Revaluation Reserves The revaluation reserves include the cumulative net change, net of deferred tax effects, arising from the revaluation of land and buildings above their cost. (ii) Fair Value Reserve Fair value reserve represents the cumulative fair value changes of available-for-sale investments until they are disposed or impaired. (iii) Retained Profits As at 30 April 2012, the Company has elected for the irrevocable option to disregard the Section 108 balance. Hence, the Company may distribute dividends out of its entire retained profits as at 30 April 2012 under the single tier system.
77
77

12 RETIREMENT BENEFITS OBLIGATIONS The Group operates an unfunded defined benefits retirement plan for its eligible employees and Directors. Under the plan, employees and executive Directors with a minimum period of five years services with the Group are entitled to retirement benefits based on last drawn final salary and length of service on attainment of the retirement age of 55 and 60 respectively. The amount recognised in the statements of financial position represents the present value of the unfunded defined benefit obligations, analysed as follows: Group At 1 May Recognised in profit or loss Payments during the financial year At 30 April Analysed:Current liabilities Non current liabilities: (a) The amounts recognised in the profit or loss is as follows: 2012 RM Current year service cost Interest cost 70,776 90,216 160,992 (b) Principal actuarial assumptions used: 2012 % Discount rate Expected rate of salary increases 5.0 5.5 2011 % 5.0 5.5 2011 RM 108,383 60,810 169,193 2012 RM 1,374,911 160,992 (72,483) 1,463,420 51,673 1,411,747 1,463,420 2011 RM 1,895,148 169,193 (689,430) 1,374,911 66,743 1,308,168 1,374,911
78
78

ANNUAL REPORT 2012

13 DEFERRED TAX
Group 2012 RM 2011 RM 15,622,982 235,483 15,858,465
Company 2012 RM (36,000) 300 (35,700) 2011 RM (6,600) (29,400) (36,000)
At 1 May Recognised in profit or loss (Note 22) Recognised in other comprehensive income At 30 April
15,858,465 (51,253) 390,183 16,197,395
Deferred tax assets and liabilities are offset when there is legally enforceable right to set off current tax assets against current tax liabilities and when the deferred tax relate to the same tax authority. The following amounts, determined after appropriate offsetting, are shown in the statements of financial position: Group 2012 2011 RM RM 16,290,795 15,894,465 (93,400) 16,197,395 (36,000) 15,858,465 Company 2012 RM 10,100 (45,800) (35,700) 2011 RM 2,000 (38,000) (36,000)
Deferred tax liabilities Deferred tax assets At 30 April
The components and movements of deferred tax liabilities and assets: Deferred Tax Liabilities of the Group: Recognised In other comprehensive income RM 390,183 390,183
Group 2012 Property, plant and equipment Others Revaluation of property, plant and equipment
At 1 May 2011 RM 14,419,587 2,000 2,226,671 16,648,258
Recognised In profit or loss RM 236,194 8,100 (472,840) (228,546) Offsetting After offsetting
At 30 April 2012 RM 14,655,781 10,100 2,144,014 16,809,895 (519,100) 16,290,795
79
79

ANNUAL REPORT 2012

13 DEFERRED TAX (Continued) Deferred Tax Assets of the Group Property, plant and equipment RM (31,500) (31,500) (31,500)
Group 2012 At 1 May 2011 Recognised in profit or loss At 30 April 2012 Offsetting After offsetting Deferred Tax Liabilities of the Group:
Provisions RM (789,793) 208,793 (581,000) 519,100 (61,900)
Total (789,793) 177,293 (612,500) 519,100 (93,400)
Group 2011 Property, plant and equipment Others Revaluation of property, plant and equipment
At 1 May 2010 RM 14,065,046 28,026 2,283,405 16,376,477
Recognised In profit or loss RM 354,541 (26,026) (56,734) 271,781 Offsetting After offsetting
At 30 April 2011 RM 14,419,587 2,000 2,226,671 16,648,258 (753,793) 15,894,465
Deferred Tax Assets of the Group Group 2011 At 1 May 2010 Recognised in profit or loss At 30 April 2011 Offsetting After offsetting Provisions RM (753,495) (36,298) (789,793) 753,793 (36,000)
80
80

13 DEFERRED TAX (Continued) The following are the movements of deferred tax assets and liabilities during the financial year prior to offsetting are as follows: Deferred Tax Liabilities of the Company: Company 2012 At 1 May 2011 Recognised in profit or loss At 30 April 2012 Deferred Tax Assets of the Company: Company 2012 At 1 May 2011 Recognised in profit or loss At 30 April 2012 Deferred Tax Liabilities of the Company: Company 2011 At 1 May 2010 Recognised in profit or loss At 30 April 2011 Deferred Tax Assets of the Company: Company 2011 At 1 May 2010 Recognised in profit or loss At 30 April 2011 Provisions RM (34,626) (3,374) (38,000) Others RM 28,026 (26,026) 2,000 Provisions RM (38,000) (7,800) (45,800) Others RM 2,000 8,100 10,100
81
81

14 TRADE PAYABLES, OTHER PAYABLES AND ACCRUALS Trade payables are non-interest bearing and are normally settled on from 7 to 60 days terms (2011: 7 to 60 days). Other payables and accruals consist of: Group 2012 2011 RM RM 553,245 422,708 2,993,966 3,068,420 47,500 47,500 3,594,711 15 INVESTMENTS IN SUBSIDIARIES Company Unquoted shares, at cost 2012 RM 39,378,234 2011 RM 39,378,234 3,538,628 Company 2012 2011 RM RM 430,900 351,949 430,900 351,949
Other payables Accruals Deposit received
Details of the wholly-owned subsidiaries (all incorporated in Malaysia) are: Name of Company Apollo Food Industries (M) Sdn Bhd Principal Activities Manufacture of and trading in compound chocolates and chocolate confectionery products and cakes. Distribution and marketing of compound chocolates and chocolate confectionery products and cakes.
Hap Huat Food Industries Sdn Bhd
82
82

ANNUAL REPORT 2012

16 AMOUNT DUE FROM SUBSIDIARIES The amount due from subsidiaries are non-trade, unsecured, interest free, repayable on demand and to be settled in cash. 17 DIVIDEND Amount of dividend net of tax 2012 2011 RM RM Recognised and paid during the financial year Dividend paid on ordinary shares: - Final (less 25% tax) dividend for 2010: 23 sen per share - Final (single-tier) dividend for 2010: 2 sen per share - Final (single-tier) dividend for 2011: 20 sen per share
16,000,000 16,000,000
13,800,000 1,600,000 15,400,000
Proposed but not recognised as a liability as at 30 April: Dividend paid on ordinary shares: - Final (single-tier) dividend for 2012: 20 sen per share - Final (single-tier) dividend for 2011: 20 sen per share
16,000,000 16,000,000
16,000,000 16,000,000
18
REVENUE 2012 RM 200,548,462 200,548,462 Group 2011 RM Company 2012 RM 13,500,010 240,000 13,740,010 2011 RM 16,000,013 240,000 16,240,013
Sales of goods, net of discounts, returns and sales tax Dividends received from subsidiaries Management fees received from subsidiaries
176,291,985 176,291,985
83

ANNUAL REPORT 2012
19 20
COST OF SALES Cost of sales represents cost of inventories sold. PROFIT BEFORE TAX Group 2012 RM 2011 (restated) RM Company 2012 RM 236,610 26,328 2,477 281,000 2011 RM 224,501 24,468 2,456 217,000
This is stated after charging/(crediting): Employment benefits 15,148,882 - Wages and salaries - Pension costs : 1,148,022 - defined contribution plans 168,746 - Social security costs 116,916 - Retirement benefits - Short-term accumulating compensated absences 7,140 Property, plant and equipment: 9,290,859 - Depreciation 20 - Written off - Loss/(gain) on disposal of property, plant and equipment 7,550 Amortisation of leasehold land 163,842 use rights Investment properties: 212,383 - Depreciation Directors remuneration [representing key 5,384,666 management personnel] (Note 21) Foreign exchange differences: (42,343) - Realised (121,152) - Unrealised 22,700 Rental of premises 35,945 Bad debts written off
14,401,042 1,169,107 170,083 132,630 26,384 8,843,976 220 (6,999) 163,841 212,383 5,429,950
1,595,421 803,911 13,200 1,013
340
84

ANNUAL REPORT 2012

20 PROFIT BEFORE TAX (Continued) Group 2012 RM This is stated after charging/(crediting): Auditors remuneration - statutory audit current provision - other services Direct operating expenses arising from investment properties: -that generated rental income -that did not generate rental income Inventories written off Interest income Bad debts recovered Rental income from investment properties Gain on disposal of availablefor-sale investments Gross dividends income: - Quoted Malaysian shares - Unquoted Malaysian shares - subsidiaries - others 2011 (restated) RM Company 2012 RM 2011 RM
62,500 18,100
56,000 16,700
15,000 6,200
11,000 5,500
20,981 16,829 219,398 (1,579,998) (3,719) (314,400) (214,424) (106,446) (435)
21,109 16,865 111,947 (1,304,210) (320,700) (217,010) (22,989) (375)
(934,914) (214,424) (106,446) (13,500,010) -
(823,553) (217,010) (22,989) (16,000,013) -
85

ANNUAL REPORT 2012

21 DIRECTORS REMUNERATION The members of key management personnel of the Group and of the Company comprise the Executive Directors and Directors of subsidiary companies. Key management personnel are defined as those persons having authority and responsibility for planning, directing, and controlling the activities of the Group and of the Company whether directly or indirectly. Details on the compensation for these key management personnel are disclosed as follows: Group 2012 RM 74,000 3,487,089 155,757 27,516 440,610 4,184,972 Non-executive: - Fees - Provision for gratuities - Allowances 140,000 32,000 24,500 196,500 Director of Subsidiary - Fee - Salary, bonus and allowance - Other short-term employee benefits - Retirement benefits - Pension costs: - defined contribution plans 17,000 845,431 21,456 16,560 102,747 1,003,194 Total 5,384,666 2011 RM 58,000 3,655,582 116,833 22,016 438,936 4,291,367 108,000 12,000 28,500 148,500 9,000 861,194 2,334 14,547 103,008 990,083 5,429,950 Company 2012 RM 74,000 10,500 84,500 140,000 32,000 24,500 196,500 281,000 2011 RM 58,000 10,500 68,500 108,000 12,000 28,500 148,500 217,000
Directors of the Company Executive: - Fees - Salaries, bonus and allowances - Other short-term employee benefits - Retirement benefits - Pension costs: - defined contribution plans
86

ANNUAL REPORT 2012

21 DIRECTORS REMUNERATION (Continued) The number of Directors of the Company whose total remuneration during the year fall within the following bands is as follows: Number of Directors 2012 2011 Executive Directors: RM1,300,001 RM1,350,000 RM1,350,001 RM1,400,000 RM2,850,001 RM2,900,000 RM2,950,001 RM3,000,000 Non-Executive Directors: RM50,001 RM100,000 Below RM50,000 22 INCOME TAX EXPENSE Group 2012 RM Income tax: Current year Under/(over) provision in prior years 6,854,468 49,123 6,903,591 Deferred tax: (Note 13) Relating to origination and reversal of temporary differences (Over)/under provision in prior years Total 2011 RM 5,066,842 (579,622) 4,487,220 Company 2012 RM 300,920 77,035 377,955 2011 RM 217,900 125 218,025 1 1 1 1
1 3
359,996 (411,249) (51,253) 6,852,338
218,427 17,056 235,483 4,722,703
(6,158) 6,458 300 378,255
(29,400) (29,400) 188,625
87
87

ANNUAL REPORT 2012

22 INCOME TAX EXPENSE (Continued) Current income tax is calculated at the statutory tax rate of 25% (2011: 25%) of the estimated assessable profit for the year. A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax expense at the effective income tax rate of the Group and of the Company is as follows: Group 2012 RM Profit before tax Taxation at Malaysian statutory tax rate of 25% (2011: 25%) Tax effect of : Non-deductible expenses Income not subject to tax Under/(over) provision of income tax expense in prior years (Over)/under provision of deferred tax in prior years Tax incentives Income tax expense for the year 28,593,663 7,148,416 778,223 (64,828) 49,123 (411,249) (647,347) 6,852,338 2011 RM 22,576,924 5,644,231 320,912 (60,958) (579,622) 17,056 (618,916) 4,722,703 Company 2012 RM 14,271,550 3,567,888 116,053 (3,389,179) 77,035 6,458 378,255 2011 RM
16,682,674 4,170,668 23,249 (4,005,417) 125 188,625
Significant judgement is made in determining the qualifying costs and non qualifying costs of the capital expenditure and deductibility of certain expenses during the estimation of current years tax expense. These are transactions, accounts classifications and computations for which the ultimate tax determination is highly judgemental. When the final tax outcome of these matters is different from the amounts that were previously estimated and recognised, such differences will pose an impact on the tax expense and deferred tax in the year in which they are finalised.
88

23 EARNINGS PER SHARE The earnings per share is calculated by dividing profit for the year attributable to owners of the parent by the weighted average number of ordinary shares in issue during the financial year. Group Profit attributable to owners of the parent (RM) Weighted average number of ordinary shares in issue Basic earnings per share (sen) 2012 21,741,325 80,000,000 27.18 2011 17,854,221 80,000,000 22.32
Diluted earnings per share is not presented as there were no potential dilutive ordinary shares. 24 HOLDING COMPANY The holding company is Keynote Capital Sdn Bhd, a company incorporated in Malaysia, which is also regarded by the Directors as the ultimate holding company. 25 BANKING FACILITIES (Secured) A subsidiary was extended the following banking facilities by a local bank: 2012 RM 8,000,000 2011 RM 8,000,000
Trade credit facilities
The above facilities are secured by negative pledges over all movable and immovable properties, plant and equipment of a subsidiary and guaranteed by the Company. The trade credit facilities of the Group bears interest at 1% (2011: 1%) above the banks base lending rate per annum. The trade credit facilities were not utilised as at the reporting date. 26 CONTINGENT LIABILITIES The Company has given corporate guarantee to a bank for bank guarantee and banking facilities extended to a subsidiary. None of the banking facilities were utilised as at the reporting date and the outstanding bank guarantee as at the reporting date is RM883,750 (2011: RM963,500). The value of financial guarantees provided by the Company to its subsidiary is determined by reference to the difference in the interest rates, by comparing the actual rates charged by the bank if these guarantees have not been available. The Directors have assessed the fair value of these financial guarantees to have no material financial impact on the results and the retained profits of the Company.
89
89

27 CAPITAL COMMITMENTS Commitments for capital expenditure: Group Authorised and contracted Authorised and not contracted 2012 RM 3,198,494 2,897,061 6,095,555 2011 RM 1,096,020 1,096,020
Analysed as follows: - Plant and machinery - Building work in progress 28 RELATED PARTY DISCLOSURES For the purposes of these financial statements, parties are considered to be related to the Group or the Company if the Group or the Company has the ability directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group or the Company and the party are subject to common control or common significant influence. Related parties may be individual or other entities. Significant transactions with related parties other than those disclosed elsewhere in the financial statements are as follows: Company 2012 2011 RM RM Subsidiaries Management fees received Dividend income 240,000 13,500,010 240,000 16,000,013 5,309,653 785,902 6,095,555 60,118 1,035,902 1,096,020
The Group does not have any other significant transactions with key management personnel other than as disclosed in Note 21.
90
90

ANNUAL REPORT 2012

29 SEGMENTAL REPORTING (i) Segment information is presented in respect of the Groups geographical segments. The primary format of geographical segments is based on the Groups management and internal reporting structures. The Groups business segment, as the Group is primarily engaged in the manufacture of and trading in compound chocolate confectionery products and cakes. Management monitors the operating results of its geographical segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment results and assets include items directly attributable to a segment as well as those that can be allocated at a reasonable basis. (ii) The Directors are of the opinion that all inter-segment transactions have been entered into the normal course of business and have been established on market terms and conditions. (iii) Geographical segments The Group is organised into two geographical segments as follows: (a) Local (b) Export The segment information for the reportable segments is as follows: Net revenue by geographical segments
2012 RM Export Local Less: Inter-segment revenue Total consolidated revenue 190,347,015 107,544,493 (97,343,046) 200,548,462 Group
2011 RM
167,464,950 95,562,426 (86,735,391) 176,291,985
Included in export revenue is an amount of RM41,431,168 (2011: RM29,349,692) pertaining to an external group of companies with common control.
91

ANNUAL REPORT 2012

29 SEGMENTAL REPORTING (Continued) (iii) Geographical segments Segment results by geographical segments and reconciliation to consolidated profit after tax:
2012 RM Export Local Total for reportable segments Other income Unallocated corporate expenses Total consolidated profit before tax Income tax Total consolidated profit for the year 21,040,483 5,406,577 26,447,060 2,870,847 (724,244) 28,593,663 (6,852,338) 21,741,325 Group 2011 RM
16,545,007 4,417,751 20,962,758 2,235,062 (620,896) 22,576,924 (4,722,703) 17,854,221
Segment results is arrived after charging/(crediting) the following material items:

Depreciation and amortisation RM 9,414,968 252,116 9,667,084 9,667,084 RM 8,936,412 283,788 9,220,200 9,220,200 Interest income RM (568,453) (76,631) (645,084) (934,914) (1,579,998) RM (358,756) (121,901) (480,657) (823,553) (1,304,210) Rental income RM (14,400) (300,000) (314,400) (314,400) RM (20,700) (300,000) (320,700) (320,700) Foreign Exchange Differences RM (163,495) (163,495) (163,495) RM 2,399,332 2,399,332 2,399,332
Group-2012 Export Local Total for reportable segments Unallocated corporate income Total consolidated
Group-2011 Export Local Total for reportable segments Unallocated corporate income Total consolidated
92

ANNUAL REPORT 2012

29 SEGMENTAL REPORTING (Continued) (iii) Geographical segments Total assets for reportable segments are reconciled to the total assets as follows:
Total assets 2012 2011 RM RM 145,609,041 144,529,030 18,339,224 16,527,223 161,056,253 161,056,253 72,715,222 233,771,475
Export Local
163,948,265 Total assets for reportable segments Unallocated corporate assets Total consolidated 163,948,265 76,499,380 240,447,645
Total liabilities for reportable segments are reconciled to the total liabilities as follows:
Total liabilities 2012 2011 RM RM 8,011,989 8,556,815 318,561 295,314 8,852,129 8,852,129 16,441,046 25,293,175
Export Local
8,330,550 Total liabilities for reportable segments Unallocated corporate liabilities Total consolidated 8,330,550 16,983,742 25,314,292
Non current assets include the following additions as follows:

Purchase of property, plant and equipment Group-2012 Export Local Total consolidated Group-2011 Export Local Total consolidated RM 9,703,331 9,703,331 RM 15,080,162 36,790 15,116,952
93

30 FINANCIAL INSTRUMENTS Financial Risk Management Objectives and Policies The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. The key financial risks include credit risk, liquidity risk, interest rate risk and market price risk. The Board of Directors reviews and agrees on policies and procedures for the management of these risks. The Audit Committee provides independent oversight to the effectiveness of the risk management process. The following sections provide details regarding the Group's and the Company's exposure to the abovementioned financial risks and the objectives, policies and processes for the management of these risks. Credit Risk Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. At the reporting date, the Groups and the Companys exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including investments in equity instruments and cash and bank balances), the Group and the Company minimise credit risk by dealing exclusively with high credit rating counterparties. Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures. Credit evaluations are performed on customers requiring credit exceeding a certain amount and by limiting the Groups business associations to parties with high credit worthiness. Trade receivables are monitored on an ongoing basis to ensure that the Group is exposed to minimal credit risk. Exposure to credit risk At the reporting date, the Group's and the Company's maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognised in the statements of financial position. Credit risk concentration profile Approximately 14% (2011: 12%) of the Groups trade and other receivables were due from a customer.
94
94

30 FINANCIAL INSTRUMENTS (Continued) Credit Risk (Continued) Financial assets that are neither past due nor impaired Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group. None of the Groups trade receivables that are neither past due nor impaired have been renegotiated during the financial year. Investment in equity instruments and deposits with banks are placed with or entered into with reputable financial institutions or companies with high credit ratings and no history of default. Financial assets that are either past due or impaired There is no other class of financial assets that is past due and/or impaired except for trade receivables which are disclosed in Note 8. Foreign Exchange Risk The Group is exposed to foreign exchange risk as a result of the foreign currency denominated transactions entered into by a subsidiary during the course of business. The foreign exchange exposures are monitored on an ongoing basis and kept to an acceptable level. The currency exposure of the financial assets of the Group is as follows: Currency exposure at 30.4.2012 Singapore US Dollar Dollar RM 8,063,831 6,328,158 14,391,989 RM 11,210 11,210 Currency exposure at 30.4.2011 Singapore US Dollar Dollar RM 14,052,545 5,182,903 19,235,448 RM 16,495 16,495
Functional currency - Ringgit Malaysia - Cash at banks - Trade receivables
95
95

ANNUAL REPORT 2012

30 FINANCIAL INSTRUMENTS (Continued) Foreign Exchange Risk (Continued) Sensitivity analysis of foreign exchange rate changes 2012 RM/United States Dollar (USD) exchange rate Impact on profit net of tax (RM) RM/Singapore Dollar (SGD) exchange rate Impact on profit net of tax (RM) Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of the Group's and the Company's financial instruments will fluctuate because of changes in market interest rates. The Groups and the Companys exposure to market risk for changes in interest rates is related primarily to the Groups and the Companys cash deposits placed with licensed commercial banks and investment banks and the Group and the Company had no interest bearing debts at the reporting date. The Groups and the Companys income and operating cash flows are substantially independent of changes in market interest rate. The investment in financial assets are mainly short-term in nature and are not held for speculative purposes but are placed in fixed deposits and money market funds. The exposure of financial assets of the Group and the Company to interest rate risk is as follows: Effective interest rate At the reporting date +/- 5.00% 539,700 +/- 5.00% 420 2011 +/- 15.00% 2,163,987 +/- 5.00% 619
Group RM Financial assets Short term deposits with licensed banks and licensed commercial banks and investment banks (maturity within 1 year)
Company RM
41,929,889
33,169,597
1.38% - 3.35%
96

30 FINANCIAL INSTRUMENTS (Continued) Interest Rate Risk (Continued) Sensitivity analysis for interest rate risk At the reporting date, if interest rates had been 30 basis points higher/lower, with all other variables held constant, the Group's and the Company's profit net of tax would have been RM86,488 and RM74,632 higher/lower respectively, arising mainly as a result of higher/lower interest income from placements of fund in short term deposits and fixed deposits. Liquidity and Cash Flow Risk Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds. The Groups exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all commitments and funding needs are met. As part of its overall prudent liquidity management, it is the Group policy to ensure its future cash obligations by forecasting its cash commitments and maintaining sufficient level of cash and cash equivalents to meet its working capital requirements. The table below summarises the maturity profile of the Groups liabilities at the reporting date based on contractual undiscounted repayment obligations. Group 2012 RM Trade and other payables On demand or within 1 year Market Risk Market price risk is the risk that the fair value or future cash flows of the Groups financial instruments will fluctuate because of changes in market prices (other than interest or exchange rates). 4,256,564 2011 RM 4,713,247
97
97

30 FINANCIAL INSTRUMENTS (Continued) Market Risk (Continued) The Group and Company is exposed to equity securities price risk arising from investments in quoted equity comprising mainly quoted shares listed on Bursa Malaysia Securities Berhad held by the Group and Company that are classified as available-for-sale investments. The risk of loss in value is minimised by performing proper investment decision and continuously monitoring the performance of investments held and assessing market risk relevant to which the investment operate. The Group and the Company manage the investment with a view to optimising returns on realisation. The management considers that the changes in the Bursa Malaysia equity index will not have any material impact on the Groups and Companys fair value adjustment reserve. Fair Values The carrying amounts of cash and cash equivalents, trade and other receivables/payables approximate fair values due to the relatively short term maturity of these financial instruments. Fair Value Hierarchy The fair value of quoted investments is based on Level 1 valuation, that is, based on the quoted prices in active markets for identical assets and liabilities. 31 CAPITAL MANAGEMENT The Groups objectives of managing capital are to safeguard the Groups ability to continue in operations as a going concern in order to provide fair returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain the optimal capital structure, the Group may, from time to time, adjust the dividend payout to shareholders, return capital to shareholders and issue new shares, where necessary. For capital management purposes, the Group considers shareholders equity and total liabilities to be the key components in the Groups capital structure. The Group monitors capital on the basis of the gearing ratio. The ratio is calculated as the total liabilities to total equity. Total equity is the sum of total equity attributable to shareholders. The gearing ratio as at 30 April 2012 and 2011, which are within the Groups objectives for capital management, are as follows: 2012 RM Total liability Total equity Total capital Gearing ratio 25,314,292 215,133,353 80,000,000 12% 2011 RM 25,293,175 208,478,300 80,000,000 12%
98
98

ANNUAL REPORT 2012

32 SUPPLEMENTARY INFORMATION BREAKDOWN OF RETAINED PROFITS INTO REALISED AND UNREALISED The breakdown of the retained profits of the Group and of the Company as at 30 April 2012 into realised and unrealised profits is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March, 2010 and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants. Group 2012 RM Total Retained Profits of the Company and its subsidiaries : - Realised - Unrealised Less: Consolidation adjustments Retained profits as per financial statements 171,079,322 (13,932,229) 157,147,093 (34,782,581) 122,364,512 21,236,979 35,700 21,272,679 21,272,679 Company 2012 RM
The disclosure of realised and unrealised profits/(losses) above is solely for compliance with the directive issued by the Bursa Malaysia Securities Berhad and should not be used for any other purpose.
99

ANNUAL REPORT 2012
ANALYSIS OF SHAREHOLDINGS AS AT 5 SEPTEMBER 2012

Statement of shareholdings according to the record of depositors as at 5 September 2012 Authorised share capital Issued and fully paid-up capital Class of shares No of shareholders Voting rights : : : : : RM100,000,000 ordinary shares of RM1-00 each RM80,000,000 divided into 80,000,000 shares Ordinary shares of RM1-00 each 2,828 One vote per ordinary share Direct No. of shares 41,048,415 220,000 225,000 66,000 16,072,000 Deemed interest in shares No. of shares % *1 41,048,415 *1 41,048,415 *1 41,048,415 *1 41,048,415 51.31 51.31 51.31 51.31 -
A) List of Substantial Shareholders No. 1. 2. 3. 4. 5. 6. Name Of Shareholders Keynote Capital Sdn Bhd Liang Chiang Heng Liang Kim Poh Tan Song Cheng Tan Kok Guan Amanahraya Trustees Berhad - Skim Amanah Saham Bumiputera % 51.31 0.28 0.28 0.08 20.09
Note :
*1
By virtue of their interest in Keynote Capital Sdn Bhd.
B) List of directors shareholdings in the Company No. 1. 2. 3. 4. 5. 6. Note :

*1 *2
Name Of Directors Liang Chiang Heng Liang Kim Poh Ng Chet Chiang @ Ng Chat Choon Datuk P. Venugopal A/L V.K. Menon Abdul Rahim Bin Bunyamin Datin Paduka Hjh Aminah Binti Hashim
Direct No. of shares 220,000 225,000 20,000 25,000 15,000 -
% 0.28 0.28 0.03 0.03 0.02 -
Deemed interest in shares No. of shares % 41,048,415 *1 41,048,415 10,000 *2 *1
51.31 51.31 0.01 -
By virtue of their interest in the shares held by Keynote Capital Sdn Bhd By virtue of the shares held by his spouse
100 100

ANNUAL REPORT 2012
ANALYSIS OF SHAREHOLDINGS (Continued)

C) No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. List of 30 largest securities account holders Name Keynote Capital Sdn Bhd Amanahraya Trustees Berhad - Skim Amanah Saham Bumiputera Yap Ah Fatt Kam Loong Mining Sdn Bhd HSBC Nominees (Asing) Sdn Bhd - Exempt AN for Credit Suisse (SG BR-TST-ASING) Shoptra Jaya (M) Sdn Bhd Foo Khen Ling Citigroup Nominees (Asing) Sdn Bhd - Exempt AN for Citibank NA, Singapore (JULIUS BAER) Lim Seng Qwee Shoptra Jaya (M) Sdn Bhd Denver Corporation Sdn Bhd Kam Loong Credit Sdn Bhd Affin Nominees (Tempatan) Sdn Bhd - Lion Group Medical Assistance Fund Bank Kerjasama Rakyat Malaysia Berhad - As beneficial owner Liang Kim Poh Liang Chiang Heng Universal Trustee (Malaysia) Berhad - Hong Leong Sectoral Funds for Consumer Products Sector Fund Khoo Chee Chean Yeoh Kean Hua Yap Kum Ming Bank Kerjasama Rakyat Malaysia Berhad - As beneficial owner Tan How Kheng DB (Malaysia) Nominee (Tempatan) Sendirian Berhad - Deutsche Trustees Malaysia Berhad for Hong Leong Dana Maarof Public Nominees (Tempatan) Sdn Bhd - Pledged Securities Account for Ng Heng Yiap (E-TMR/TMJ) DB (Malaysia) Nominee (Asing) Sdn Bhd - Deutsche Bank AG Singapore PBD for Shindo Sumidomo ECML Nominees (Tempatan) Sdn Bhd - Heah Sieu Lay (PCS) Eng Sim Leong @ Ng Leong Sing Low Mei Lan HDM Nominees (Asing) Sdn Bhd - DBS Vickers Secs (S) Pte Ltd for Koh Sok Hoon Maybank Nominees (Tempatan) Sdn Bhd - Pledged Securities Account for Lee Kim Tak Total No. of Shares Held 41,048,415 16,072,000 1,330,000 1,211,000 900,000 533,200 388,000 352,500 325,500 321,000 310,000 310,000 285,400 246,800 225,000 220,000 179,200 160,000 154,000 143,000 124,800 123,000 115,300 105,000 100,500 100,000 100,000 100,000 90,000 90,000 65,763,615 Percentage (%) 51.31 20.09 1.66 1.51 1.13 0.67 0.49 0.44 0.41 0.40 0.39 0.39 0.36 0.31 0.28 0.28 0.22 0.20 0.19 0.18 0.16 0.15 0.14 0.13 0.13 0.13 0.13 0.13 0.11 0.11 82.23
101

ANNUAL REPORT 2012
ANALYSIS OF SHAREHOLDINGS (Continued)

D) Distribution of shareholdings Holdings Less than 100 100 to 1,000 1,001 to 10,000 10,001 to 100,000 100,001 to less than 5% of issued shares 5% and above of issued shares Total No. of Holders 47 593 1,893 270 23 2 2,828 Total Holdings 585 525,700 7,099,700 7,090,400 8,163,200 57,120,415 80,000,000 Percentage (%) 0.00 0.66 8.88 8.86 10.20 71.40 100.00
102

ANNUAL REPORT 2012
LIST OF PROPERTIES AS AT 30 APRIL 2012

Date of Acquisition/ Revaluation 30.04.2010* Location Existing Use Tenure Approximate Land Area Carrying Age of (sq.m) Amount At Building 30 April (Years) 2012 RM'000
70, Jalan Langkasuka Larkin Industrial Area 80350 Johor Bahru 58, Jalan Langkasuka Larkin Industrial Area 80350 Johor Bahru GM170 Lot 138 & GM100 Lot 139 Jalan JB Kota Tinggi Plentong 81800 Ulu Tiram, Johor HS(M) 2718 PTD 120622, Jalan JB Kota Tinggi Plentong 81800 Ulu Tiram, Johor 47 & 49, Jalan Saga 14 Taman Desa Cemerlang 81800 Ulu Tiram, Johor
Corporate office and main factory
99 years leasehold expiring on 08.08.2109 60 years leasehold expiring on 14.01.2024
23
7,762
7,364
30.04.2000*
Factory building rented out
21
10,036
2,466
30.04.2000*
Vacant land for Proposed new Corporate office and main factory Vacant land
Freehold
53,595
8,285
15.08.2001
Freehold 2 units of intermediate double storey terrace house rented out Factory building occupied as second factory Factory building occupied as main factory Factory building occupied as second factory Factory building occupied as main factory
14,156
2,896
05.08.1994
Freehold 99 years leasehold expiring on 08.08.2109 99 years leasehold expiring on 08.08.2109 99 years leasehold expiring on 08.08.2109 99 years leasehold expiring on 08.08.2109
15
327
306
30.04.2010*
3, 3A & 3B, Jalan Kilang Larkin Industrial Area 80350 Johor Bahru 4, 4A & 4B, Jalan Petaling Larkin Industrial Area 80350 Johor Bahru 5, Jalan Kilang Larkin Industrial Area 80350 Johor Bahru Johor Lot 6398, 3 Jalan Asas Larkin Industrial Area 80350 Johor Bahru Johor Balance c/f to next page
43
8,377
4,598
30.04.2010*
44
7,661
5,173
30.04.2010*
45
7,751
3,688
30.04.2010*
11,914
7,589
42,365
103

ANNUAL REPORT 2012
LIST OF PROPERTIES (Continued) AS AT 30 APRIL 2012

Date of Acquisition/ Revaluation Location Existing Use Tenure Approximate Land Area Carrying Age of (sq.m) Amount At Building 30 April (Years) 2012 RM'000 42,365 5 4,046 1,169
19.01.2007
Balance b/f from previous page HS(D) 15991 TLO 786A Larkin Industrial Area 80350 Johor Bahru Johor No. 6, Jalan Petaling, Larkin Industrial Estate, 80350 Johor Bahru, Johor.
Vacant land
60 years leasehold expiring on 13.02.2036 60 years leasehold expiring on 27.03.2022 99 years leasehold expiring on 18.12.2110 99 years leasehold expiring on 11.04.2111
15.06.2009
To be occupied as factory
37
12,140
4,072
30.04.2011*
No. 1, Jalan Asas, Larkin Workshop and Industrial Estate, 80350 store Johor Bahru, Jonor. No. 8, Jalan Petaling, Larkin Industrial Estate, 80350 Johor Bahru, Johor. Total Factory building occupied as main factory
37
8,093
5,746
30.04.2011*
22
5,042
2,247 55,599
*Date of valuation
104

ANNUAL REPORT 2012
Incorporated in Malaysia - Co. No. 291471-M
FORM OF PROXY
CDS ACCOUNT NO.
NO. OF SHARES HELD
I/We_____________________________________ [NRIC NO: ______________________________] of_______________________________________________________________________________ being a member/members of hereby appoint :Full Name (in Block) Address and / or (delete as appropriate) Full Name (in Block) Address APOLLO FOOD HOLDINGS BERHAD (Co. No. 291471-M) do
NRIC/Passport No.
Proportion of Shareholdings No. of Shares %
NRIC/Passport No.
Proportion of Shareholdings No. of Shares %
failing him_______________________________________________[NRIC NO:________________] of _____________________________________________________________ as * my/our proxy to attend and to vote for * me/us on * my/our behalf at the 18 Annual General Meeting of the Company th to be held on Thursday, the 25 day of October , 2012 at 10.00am at Mutiara Hotel Johor Bahru, Sri Ledang, 2 Floor, Jalan Dato Sulaiman, Taman Century, 80990 Johor Bahru, Johor Darul Takzim and at any adjournment thereof. * My / our proxy is to vote as indicated below:
NO 1. 2. 3. 4. 5. 6. RESOLUTIONS Declaration of First and Final Dividend Approval of Directors' Fee Re-election of Director - Mr. Liang Kim Poh Re-election of Director - En. Abdul Rahim Bin Bunyamin Re-appointment of Messrs Reanda LLKG International as Auditors Special Business: Ordinary Resolution: Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965 FOR AGAINST
nd th
(Please indicate with a cross (X) in the spaces whether you wish your votes to be cast for or against the resolution. In the absence of such specific directions, your proxy will vote or abstain as he thinks fit.)
Dated this
Note:
1. 2. 3. 4. 5. 6. 7.
day of
2012
____________________________ Signature of Member / Members
A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where the Proxy Form is executed by a corporation, it must be either under its Common Seal or under the hand of an officer or attorney duly authorised. The Proxy Form must be deposited with the Company Secretary at the Registered Office, Suite 1301, 13th Floor, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor Darul Takzim not less than 48 hours before the time set for the Meeting. For the purpose of determining a member who shall be entitled to attend the 18th Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 81(2) of the Companys Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a general meeting Record of Depositor as at 18 October 2012. Only a depositor whose name appears therein shall be entitled to attend the said meeting or appoint a proxy to attend and/or vote on his stead.
105

APOLLO AnnuqlReport2012 (2.1MB)

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

APOLLO AnnuqlReport2012 (2.1MB)

Uploaded by

Copyright:

Available Formats

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

NOTICE OF ANNUAL GENERAL MEETING

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

NOTICE OF ANNUAL GENERAL MEETING (Continued)

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

NOTICE OF ANNUAL GENERAL MEETING (Continued)

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

Date and Time

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

APOLLO FOOD HOLDINGS BERHAD

Apollo Food Industries (M) Sdn Bhd

Hap Huat Food Industries Sdn Bhd

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

Turnover (RM Million )

Profit Before Tax (RM Million)

Net Assets (RM Million)

225 210 195 180 165 150 135 120 105 90 75 60 45 30 15 0

200 180 160 140 120 100 80 60 40 20 0

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

STATEMENT OF CORPORATE GOVERNANCE

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

STATEMENT OF CORPORATE GOVERNANCE (Continued)

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

STATEMENT OF CORPORATE GOVERNANCE (Continued)

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

STATEMENT OF CORPORATE GOVERNANCE (Continued)

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

STATEMENT OF CORPORATE GOVERNANCE (Continued)

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

STATEMENT OF CORPORATE GOVERNANCE (Continued)

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

STATEMENT OF CORPORATE GOVERNANCE (Continued)

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

DIRECTORS RESPONSIBILITY STATEMENT

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

AUDIT COMMITTEES REPORT

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

AUDIT COMMITTEES REPORT (Continued)

APOLLO FOOD HOLDINGS BERHAD (291471-M)

ANNUAL REPORT 2012

AUDIT COMMITTEES REPORT (Continued)

APOLLO FOOD HOLDINGS BERHAD (291471-M)