The information in this preliminary Offering Memorandum is not complete and may be changed.

This preliminary Offering Memorandum is not

an offer to sell the Shares and is not soliciting an offer to purchase the Shares in any jurisdiction where such Offer or sale is not permitted.

Subject to Completion
Preliminary Offering Memorandum dated November 21, 2013
Offer of up to 1,500,000,000
Common Shares of Par Value Rp100 Each

PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk

PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk, a company incorporated under the laws of the Republic of Indonesia (the
Company), is offering up to 1,500,000,000 (one billion five hundred million) common shares with a nominal value of Rp100 (one hundred
Rupiah) per share (the Shares), representing 10% (ten percent) of the Companys total issued and paid up capital following completion of
the Offer (as defined below). The Shares are being offered and distributed through PT Kresna Graha Sekurindo Tbk and PT Mandiri Sekuritas
(each a Joint Lead Underwriter and together the Joint Lead Underwriters). The Shares are being offered in a public offer (including
an offering to Indonesian institutions and other investors) solely in Indonesia (the Indonesian Offer), and in a global offering to institutional
investors (the Institutional Offer) being conducted outside the United States in reliance on Regulation S (Regulation S) under the
U.S. Securities Act of 1933, as amended (the U.S. Securities Act). The Shares have not been and will not be registered under the U.S.
Securities Act and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the U.S. Securities Act. The Indonesian Offer and the Institutional Offer are collectively referred to as the
Offer.
The Offering Memorandum (as defined below) for the Institutional Offer consists of (1) this international offering memorandum, (2) the
Indonesian Prospectus dated November 18, 2013 that has been prepared for the Indonesian Offer (the Indonesian Prospectus) and (3)
the English translation of the Indonesian Prospectus (the English Prospectus), all of which should be read together prior to making an
investment decision to acquire the Shares. This international offering memorandum, the Indonesian Prospectus and the English Prospectus
are referred to collectively as this Offering Memorandum. This Offering Memorandum is being made available with respect to the Institutional
Offer only. Prospective investors must accept that (i) in the event of inconsistency between the Indonesian Prospectus and the English
Prospectus, the Indonesian Prospectus will prevail, and (ii) the Joint Lead Underwriters are not responsible for the accuracy of the translation
of the Indonesian Prospectus to the English Prospectus (upon which certain parts of this international offering memorandum are based). All of
the Companys financial information contained in this Offering Memorandum is presented in Indonesian Rupiah and according to accounting
principles generally applied in Indonesia.
This Offering Memorandum may only be distributed outside Indonesia to persons who are neither citizens of Indonesia (wherever
located) nor residents of Indonesia.
The Offer is our initial public offering, and prior to the Offer there has been no public market for the Shares. On July 24, 2013, we obtained
the preliminary approval for our Shares to be listed on the Indonesia Stock Exchange (IDX). Our Shares are expected to begin trading on
IDX on December 18, 2013.
For a discussion of certain risks you should consider in connection with an investment in the Shares, see Additional Risk Factors
in this international offering memorandum and Business Risks in Chapter VI of the English Prospectus.
On [], 2013 the exchange rate between the Indonesian Rupiah and the United States Dollar as reported by Bank Indonesia on its website at
www.bi.go.id was US$1.00=Rp[].
Offer Price: Rp[] per Share
Each purchaser of the Shares will be deemed to have made certain acknowledgements, representations and agreements with
respect to its purchase. For a description of these acknowledgements, representations and agreements and for certain restrictions
on transfers, see Transfer Restrictions and Selling Restrictions in this international offering memorandum.
JOINT LEAD UNDERWRITERS

PT KRESNA GRAHA SEKURINDO TBK

PT MANDIRI SEKURITAS

The date of this Offering Memorandum is [], 2013

IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON NOT FALLING WITHIN THE CATEGORIES OF
PERSONS SET OUT IN SCHEDULES 5, 6 AND 7 OF THE CAPITAL MARKETS AND SERVICES
ACT 2007.
NO APPROVAL, AUTHORISATION OR RECOGNITION OF THE SECURITIES COMMISSION OF
MALAYSIA HAS BEEN OR WILL BE OBTAINED FOR THE OFFER OR INVITATION IN
RESPECT OF THE SHARES ON THE BASIS THAT THE SHARES WILL BE OFFERED OR SOLD
EXCLUSIVELY TO PERSONS OUTSIDE MALAYSIA OR IF WITHIN MALAYSIA THEN ONLY BY
WAY OF DISTRIBUTION OF THE SHARES, THROUGH A HOLDER OF A CAPITAL MARKETS
SERVICES LICENCE CARRYING ON THE BUSINESS OF DEALING IN SECURITIES, TO
CERTAIN PERSONS SPECIFIED IN PARAGRAPH 2(G) OF SCHEDULE 5 OF THE CAPITAL
MARKETS AND SERVICES ACT 2007 (CMSA).
THIS OFFERING MEMORANDUM HAS NOT AND WILL NOT BE REGISTERED WITH THE
SECURITIES COMMISSION OF MALAYSIA ON THE BASIS THAT THE SHARES WILL NOT BE
OFFERED OR SOLD WITHIN MALAYSIA OTHER THAN TO CERTAIN PERSONS SPECIFIED IN
SCHEDULES 6 AND 7 OF THE CMSA (SELECTED QUALIFIED INVESTORS) AND THIS
OFFERING MEMORANDUM IS DEPOSITED WITH THE SECURITIES COMMISSION OF
MALAYSIA IN ACCORDANCE WITH THE CMSA.
THE SECURITIES COMMISSION OF MALAYSIA SHALL NOT BE LIABLE FOR ANY NONDISCLOSURE ON THE PART OF US AND ASSUMES NO RESPONSIBILITY FOR THE
CORRECTNESS OF ANY STATEMENTS MADE OR OPINIONS OR REPORTS EXPRESSED IN
THIS OFFERING MEMORANDUM. SELECTED QUALIFIED INVESTORS SHOULD RELY ON
THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT
PROPOSED HEREIN.
THE SOLE PURPOSE OF THIS OFFERING MEMORANDUM IS TO ASSIST A SELECTED
QUALIFIED INVESTOR IN DECIDING WHETHER IT WISHES TO PROCEED WITH A FURTHER
INVESTIGATION OF THE COMPANY. THE INFORMATION IN THIS OFFERING
MEMORANDUM IS PROVIDED AS AT THE DATE OF THIS MEMORANDUM, EACH RECIPIENT
OF THIS OFFERING MEMORANDUM ACKNOWLEDGES THAT THE INFORMATION
CONTAINED HEREIN SHALL UNDER NO CIRCUMSTANCES BE RELIED ON IN MAKING A
DECISION TO SUBSCRIBE FOR THE SHARES. FURTHER, NO REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE IN OR IN RELATION TO, AND NO
RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE JOINT LEAD
UNDERWRITERS OR ANY ADVISER NAMED IN THIS OFFERING MEMORANDUM OR ANY OF
THEIR RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS OR OTHER OFFICERS
OR REPRESENTATIVES AS TO THE ACCURACY OF COMPLETENESS OF, THIS OFFERING
MEMORANDUM OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO
ANY INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFOR IS HEREBY
EXPRESSLY DISCLAIMED.
UNDER NO CIRCUMSTANCES SHALL THIS OFFERING MEMORANDUM CONSTITUTE AN
OFFER FOR SUBSCRIPTION OR PURCHASE OF, OR AN INVITATION TO SUBSCRIBE FOR OR
PURCHASE SECURITIES AND NOTHING CONTAINED IN THIS OFFERING MEMORANDUM
SHALL FORM THE BASIS OF ANY CONTRACT, COMMITMENT OR INVESTMENT DECISION
WHATSOEVER.
THIS OFFERING MEMORANDUM IS BEING FURNISHED TO THE RECIPIENT ON A STRICTLY
PRIVATE AND CONFIDENTIAL BASIS AND SOLELY FOR THE RECIPIENTS INFORMATION
AND MAY NOT BE REPRODUCED, DISCLOSED OR DISTRIBUTED (IN WHOLE OR IN PART)
TO ANY OTHER PERSON AT ANY TIME.

OMM_ASIA:3198572.3

TABLE OF CONTENTS
Enforcement of Civil Liabilities .............................................................................................................. 4
Forward-Looking Statements ............................................................................................................... 4
Summary of the Offer ........................................................................................................................... 6
Additional Rrisk Factors ........................................................................................................................ 7
Securities Underwriting and Plan of Distribution .................................................................................. 11
Transfer Restrictions ............................................................................................................................. 12
Selling Restrictions ............................................................................................................................... 13
The Securities Market of Indonesia ...................................................................................................... 15
Indonesian Foreign Exchange Regulations .......................................................................................... 17
Exchange Rate Information .................................................................................................................. 18

This Offering Memorandum is being furnished to investors by the Company in connection with an
offering exempt from registration under the U.S. Securities Act solely for the purpose of enabling a
prospective investor to consider the purchase of the Shares as described in this Offering
Memorandum. The information contained in this Offering Memorandum has been provided by the
Company and other sources identified in this Offering Memorandum. No representation or warranty,
express or implied, is made by the Joint Lead Underwriters or any adviser named in this Offering
Memorandum or any of their respective affiliates, agents, employees, directors or other officers or
representatives as to the accuracy or completeness of such information. Nothing contained in this
Offering Memorandum is, or shall be relied upon as, a promise or representation by the Joint Lead
Underwriters or any such advisers, affiliates, agents, employees, directors or other officers or
representatives. Each Joint Lead Underwriter expressly disclaims any and all liability that may be
based on such information, errors or omissions in this Offering Memorandum. No person is authorized
to give any information or to make any representation in connection with this Offer or sale of the
Shares other than as contained in this Offering Memorandum and, if given or made, such information
must not be relied on as having been authorized by the Company, the Joint Lead Underwriters or any
of their affiliates or representatives. Neither the delivery of this Offering Memorandum nor the offer of
the Shares shall, under any circumstances, constitute a representation or create any implication that
there has been no change in the matters concerning the Company since the date of this Offering
Memorandum or that any information contained in this Offering Memorandum is correct at any time
subsequent to the date of this Offering Memorandum. By accepting delivery of this Offering
Memorandum, each offeree of the Shares agrees to the foregoing.
In making an investment decision, investors must rely on their own examination of this Offering
Memorandum, including the merits and risks involved. The contents of this Offering Memorandum are
not to be construed as legal, business or tax advice. Each prospective investor should consult its own
attorney, business adviser and tax adviser as to legal, business or tax advice. The Shares have not
been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, or
the securities commission of any other jurisdiction or regulatory authority (including the Monetary
Authority of Singapore or the Securities and Futures Commission of Hong Kong). None of these
authorities have passed on or endorsed the merits of the Offer or the accuracy or adequacy of this
Offering Memorandum. Any representation to the contrary may be a violation of the laws of the United
States and/or any other jurisdiction.
This Offering Memorandum is personal to the offeree to whom it has been delivered and does not
constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire
the Shares.
Receipt and acceptance of this Offering Memorandum shall constitute the agreement of the recipient
(1) to maintain the confidentiality of the information contained in this Offering Memorandum and any
other information that may be subsequently provided by the Company, any Joint Lead Underwriter or
any of their respective representatives, either orally or in writing, (2) that any reproduction or
distribution of this Offering Memorandum or of any other information that the Company, any Joint
Lead Underwriter or any of their respective representatives may subsequently provide, in whole or in
part, or any disclosure of any of the contents hereof or thereof to any other person other than
authorized representatives, agents and advisors of the recipient hereof, or any use of such materials
for any purpose other than to evaluate an investment decision in the Shares, is strictly prohibited, and
(3) if such recipient determines not to proceed with the investigation of an investment in the Shares,
or if the Offer is terminated, to return to the Joint Lead Underwriters this Offering Memorandum and
any other information that the Company, any Joint Lead Underwriter or any of their representatives
may subsequently provide to the recipient. This Offering Memorandum has been prepared for
informational purposes relating to the Offer only and upon the express understanding that it will be
used only for the purpose set forth above.
This Offering Memorandum does not constitute an offer of, or an invitation by, or on behalf of, the
Company or the Joint Lead Underwriters to subscribe for, or purchase, any of the Shares and may not
be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any
circumstances in which such an offer or solicitation is not authorized or is unlawful. Neither the
delivery of this Offering Memorandum nor any sale made hereunder shall, under any circumstances,
constitute a representation or create any implication that there has been no change in the Companys
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OMM_ASIA:3198572.3

2 2

affairs since the date hereof or that the information contained herein is correct as of any time
subsequent to its date.
The distribution of this Offering Memorandum and the offer and sale of the Shares may be restricted
by law in certain jurisdictions. Persons into whose possession this Offering Memorandum or any of
the Shares comes must inform themselves about, and observe, any applicable restrictions. For more
information, please see Securities Underwriting and Plan of Distribution, Transfer Restrictions and
Selling Restrictions in this Offering Memorandum.
This Offering Memorandum does not constitute an offer to sell or a solicitation of an offer to buy any of
the Shares to any person in any jurisdiction where it is unlawful to make such an offer or solicitation.
No person shall purchase any Shares in the Offer unless such person is eligible to acquire the Shares
in the Company in accordance with all applicable laws, rules, regulations, guidelines and approvals.
Prospective investors will be required to confirm and will be deemed to have represented to the
Company, the Joint Lead Underwriters and their respective directors, officers, agents, affiliates and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and
approvals to acquire the Shares in the Company and will not offer, sell, pledge or transfer the Shares
of the Company to any person who is not eligible under applicable laws, rules, regulations, guidelines
and approvals to acquire the Shares in the Company. The Company, the Joint Lead Underwriters and
their respective directors, officers, agents, affiliates and representatives accept no responsibility or
liability for advising any investor whether such investor is eligible to acquire the Shares in the
Company.
Information on the Company or the Joint Lead Underwriters appearing on any website is not part of
this Offering Memorandum.
This Offering Memorandum has been prepared for informational purposes relating to the Institutional
Offer outside Indonesia only and upon the express understanding that it and the attached English
Prospectus will be used for only the purpose set forth above.
Capitalized terms used in this Offering Memorandum that are not otherwise defined herein shall have
the same meaning ascribed to such terms in the attached English Prospectus.

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OMM_ASIA:3198572.3

AVAILABLE INFORMATION
The Company will be required to comply with the regulations, including information requirements, of
IDX and the Financial Services Authority (Otoritas Jasa Keuangan, or OJK), the securities regulator
in Indonesia.

ENFORCEMENT OF CIVIL LIABILITIES

The Company is established and regulated under the laws of the Republic of Indonesia. All of the
Companys commissioners, directors and executive officers reside in Indonesia. Substantially all the
Companys assets are located within Indonesia. Any disputes arising in connection with the Company
will be subject to Indonesian laws and the jurisdiction of Indonesian courts only. As a result, any
action arising from disputes in connection with the Company should be taken by investors in
Indonesian courts, subject to Indonesian laws. However, should investors disregard the
aforementioned, investors are advised that they may not be able to:
x

effect service of process upon the Company outside Indonesia; or

enforce any judgments in courts obtained outside Indonesia, including judgments based upon the
securities laws of other countries, against the Company, the Company and/or any other entity
involved in the management of the Company.

Indonesian courts will not enforce any judgment or order obtained outside Indonesia, but a judgment
or order from a foreign court may, in the discretion of a court in Indonesia, be admitted as evidence of
an obligation in a new proceeding instituted in an Indonesian court, which would consider the issue on
the evidence before it. Thus, to the extent investors are entitled to bring legal action against the
Company, investors may be limited in their remedies, and recoveries, if any, in any Indonesian
proceedings may be limited at the relevant courts discretion.

FORWARD-LOOKING STATEMENTS
Certain statements in this Offering Memorandum may constitute forward-looking statements. Such
forward-looking statements are based on the beliefs of the Companys management as well as
assumptions based on information available to the Company. Investors are cautioned not to rely on
these forward-looking statements. When used in this Offering Memorandum, the use of words such as
may, will, would, could, believe, expect, anticipate, intend, estimate, aim, plan,
forecast or other similar expressions, as they relate to the Company or its management, are
intended to identify forward-looking statements. Such forward-looking statements reflect the
Companys current views with respect to future events and are subject to certain risks, uncertainties
and assumptions. Many factors could cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or achievements that may be
expressed or implied by such forward-looking statements. These factors (which are discussed in
Chapter VI of the English Prospectus and Chapter VI of the Indonesian Prospectus) include, without
limitation:
x

risks relating to operating activities, including:

o

risk of fluctuations in raw material prices due to forces of nature

risk of dependence on senior management team

risk of business competition

risk of interruptions in the Companys distribution network and supply chain

risk of ineffective marketing campaign of the Companys products

risk of defects in production machineries and equipment

risk of defective products and product recalls from the market

risk of human resources

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OMM_ASIA:3198572.3

4 4

risk of labor strikes

risk of natural disasters and fire

risks relating to conditions in Indonesia, including:

o

risk of changes in government policies or regulations

risk of fluctuations in Rupiah exchange rate

risk of social, economic, political and security conditions

risks associated with investment in the Companys Shares, including:

o

risks associated with the relatively limited number of Shares offered in the Offer

risks associated with fluctuations in market prices of the Shares

risks associated with the capital markets in Indonesia

risks associated with holding a non-controlling interest

risks associated with dilution

risks associated with the Companys ability to distribute dividends in the future

risks of transactions with affiliates and conflicts of interest

Forward-looking statements involve risks, uncertainties and assumptions. If one or more of these risks
or uncertainties occur, or if the underlying assumptions prove incorrect, the Companys actual results
may vary materially from the forward-looking statements contained in this Offering Memorandum. The
Company undertakes no obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

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OMM_ASIA:3198572.3

SUMMARY OF THE OFFER

Issuer:

PT Industri Jamu dan Farmasi Sido Muncul Tbk

Shares Offered:

Up to 1,500,000,000 Shares, representing 10% of

the Companys total issued and paid up capital
following completion of the Offer

Nominal Share Value:

Rp100 (one hundred Rupiah)

Offer Price:

Rp[] per Share

Issue Size:

Rp[] ([] Rupiah)

Dividend Policy:

Please see Dividend Policy in Chapter XII of the

attached English Prospectus

Use of Proceeds:

Please see Use of Proceeds in Chapter II of the

attached English Prospectus

Listing:

Prior to the Offer, there has been no market for

the Shares. The Shares are to be registered with
IDX in accordance with the Preliminary Securities
Registration Agreement entered into between the
Company and IDX on July 24, 2013. Trading of
the Shares is expected to commence on
December 18, 2013.

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6 6

ADDITIONAL RISK FACTORS

Prospective investors should carefully consider, in addition to the other information contained in this
Offering Memorandum, including under Business Risk in Chapter VI of the English Prospectus and
Chapter VI of the Indonesian Prospectus, the following additional risk factors before purchasing any of
the Shares. Certain risks not presently known to the Company may also affect the Companys
business operations. In the following risk factors, information relating to the Government of Indonesia
and Indonesian macroeconomic data has been extracted from official government publications or
other third party sources and has not been independently verified by the Company.
Limitations of this Offering Memorandum
The English Prospectus contained herein has been prepared by the Company as a courtesy for
prospective investors in the Institutional Offer. None of the Joint Lead Underwriters, any dealer or any
underwriter makes any representation or warranty as to the accuracy or completeness of the English
Prospectus. The English Prospectus is a translation of the Indonesian Prospectus prepared for the
Indonesian Offer based on statutory requirements and disclosure practices in Indonesia. Each person
receiving this Offering Memorandum acknowledges that disclosure requirements and practices in
Indonesia, as in other emerging markets, differ significantly from disclosure requirements and
practices in many European countries, the United States and other jurisdictions and accordingly
acknowledges that this Offering Memorandum does not provide the level or type of disclosure that a
prospective investor may require in connection with its investigation of the Company or when making
an investment decision.
Risks Relating to Indonesia
We are subject to the political, economic, legal and regulatory environment in Indonesia. Substantially
all of our operations and assets are located in Indonesia. Our results of operations and financial
condition are affected by changes in Indonesian policies, laws and regulations. Investing in Indonesia
and companies located in Indonesia involves many risks, including the following:
Political instability in Indonesia could adversely affect the economy, which in turn could affect
our business, financial condition and results of operations.
Since the collapse of the late President Soehartos regime in 1998, Indonesia has experienced
political changes and, from time to time, instability, as well as general social and civil unrest on
several occasions in recent years.
For example, since 2000, thousands of Indonesians have participated in demonstrations in Jakarta
and other Indonesian cities both for and against former Presidents Wahid and Megawati and current
President Yudhoyono, as well as in response to specific issues, including fuel subsidy reductions,
privatization of state assets, anti-corruption measures, decentralization and provincial autonomy,
potential increases in electricity charges and the US-led military campaigns in Afghanistan and Iraq.
Although these demonstrations were generally peaceful, some have turned violent. In particular, on
several occasions since June 2001, the Government of Indonesia has mandated increases in the
prices of certain basic goods, such as fuel, which in turn sparked nationwide demonstrations and
strikes. In May 2008, the Government of Indonesia decreased fuel subsidies to the public, which led
to public demonstrations. There can be no assurance that future sources of popular discontent will not
lead to further political and social instability.
Separatist movements and clashes between religious and ethnic groups have resulted in social and
civil unrest in certain parts of Indonesia. In the provinces of Aceh and Papua (formerly Irian Jaya),
there have been clashes between supporters of separatist movements and the Indonesian military. In
Papua, ongoing activity by separatist rebels has led to violent incidents. In the provinces of Maluku
and Central Kalimantan, clashes between religious and ethnic groups have resulted in fatalities and
refugees over the past several years. In recent years, the governments negotiations with these
troubled regions has had only limited success, except in the province of Aceh, where an agreement
between the Government of Indonesia and Aceh separatists was reached in 2005 and peaceful local
elections were held with some former separatists as candidates.
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OMM_ASIA:3198572.3

In 2004, Indonesians directly elected the President, Vice-President and representatives to the
Indonesian parliament for the first time. Indonesians have also started directly electing heads and
representatives of local and regional governments. In April 2009, elections were held to elect
representatives to the Indonesian parliament (including national, regional and local representatives).
Indonesian presidential elections, held in July 2009, resulted in the re-election of President
Yudhoyono. Although parliamentary and presidential elections proceeded smoothly in 2004 and 2009,
political and related social developments in Indonesia have been unpredictable in the past. The next
parliamentary and presidential elections will occur in 2014, and President Yudhoyono will not be
eligible to stand for reelection, which could lead to further political uncertainty or instability. There can
be no assurance that social and civil disturbances will not occur in the future and on a wider scale, or
that any such disturbances will not, directly or indirectly, materially and adversely affect our business,
financial condition, results of operations and prospects.
A slowdown in global or Indonesian economic growth or economic contraction could
adversely affect us and our business, financial condition and results of operations.
Our performance is significantly dependent on the health of the overall global and Indonesian
economy. The economic crisis that affected South East Asia, including Indonesia, from mid-1997 was
characterized in Indonesia by, among other effects, currency depreciation, negative economic growth,
high interest rates, social unrest and extraordinary political developments. These conditions had a
material adverse effect on Indonesian businesses. The economic crisis resulted in the failure of many
Indonesian companies to repay their debts when due.
Indonesian financial markets and the Indonesian economy are also influenced by economic and
market conditions in other countries. The global financial crisis that began in 2008 had a significant
impact on certain segments of the Indonesian economy as well as the stability of Indonesian financial
markets, as evidenced by the decrease in Indonesias real GDP growth rate from 6.3% in 2007 and
6.0% in 2008 to 4.5% in 2009, based on data from BPS. A loss of investor confidence in the financial
systems of emerging or other markets may cause increased volatility in Indonesian financial markets
which may, in turn, adversely affect the Indonesian economy in general. Any worldwide financial
instability could also have a negative impact on the Indonesian economy, which could have an
adverse effect on our business, financial condition, results of operations and prospects. There can be
no assurance that the recent improvement in economic condition will continue or that adverse
economic conditions will not recur. Such developments could have a material adverse effect on our
Company and our business, financial condition, results of operations and prospects.
Downgrades of credit ratings of Indonesia could adversely affect the Indonesian financial
market and our ability to finance operations and grow.
In 1997, certain international credit rating agencies, including Moodys, S&P and Fitch, downgraded
Indonesias sovereign rating and the credit ratings of various credit instruments of the Government of
Indonesia, a large number of Indonesian banks and other companies. Currently, Indonesias
sovereign foreign currency long-term debt is rated Baa3 by Moodys (upgraded from Ba1 on
January 18, 2012), BB+ by S&P (upgraded from BB on April 8, 2011 and affirmed on April 23,
2012) and BBB- by Fitch (ungraded from BB+" on December 15, 2011 and affirmed on November
22, 2012), and its sovereign foreign currency short-term debt is rated B by S&P and F3 by Fitch.
Even though the recent trend in Indonesian sovereign ratings has been positive, we cannot assure
you that Moodys, S&P, Fitch or any other international credit rating agency will not downgrade the
credit ratings of Indonesia. Any such downgrade could have an adverse impact on liquidity in
Indonesian financial markets, the ability of the Government of Indonesia and Indonesian companies,
including our Company, to raise additional financing and the interest rates and other commercial
terms at which such additional financing is available to us, any of which in turn may have a negative
effect on our ability to finance operations and growth.

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8 8

Risks Relating to the Shares

Indonesian law may not protect shareholders as extensively as that of other jurisdictions.
Our corporate affairs are governed by our articles of association, by the laws governing corporations
incorporated in Indonesia, Indonesian capital market law and regulations and the rules of IDX and
OJK. The rights of our shareholders and the responsibilities of our Board of Commissioners and
Board of Directors under Indonesian law may be different from those applicable to a company
incorporated in another jurisdiction. Principal shareholders of Indonesian companies do not owe
fiduciary duties to minority shareholders, as compared, for example, to controlling shareholders in the
United States. Our public shareholders may have more difficulty in protecting their interests in
connection with actions taken by members of our Board of Directors or Board of Commissioners or by
our principal shareholders than they would as shareholders of a company incorporated in another
jurisdiction.
Indonesian law may operate differently from the laws of other jurisdictions with regard to the
convening of, and the right of shareholders to attend and vote at, general meetings of
shareholders of our Company.
We are subject to Indonesian law and the continuing listing requirements of IDX. In particular, the
convening and conduct of general meetings of our shareholders will continue to be governed by
Indonesian law. The procedure and notice periods in relation to the convening of general meetings of
shareholders of our Company, as well as the ability of shareholders to attend and vote at such
general meetings, may be different from those of jurisdictions outside Indonesia. For instance, the
shareholders of our Company who would be entitled to attend and vote at general meetings of
shareholders of our Company are, by operation of Indonesian law, those shareholders appearing in
our register of shareholders on the market day immediately preceding the day (the Record Date) on
which the notice of general meeting is issued, regardless of whether such shareholders may have
disposed of their shares following the Record Date. In addition, investors who may have acquired
their shares after the Record Date (and before the day of the general meeting) would not be entitled
to attend and vote at the general meeting. Accordingly, potential investors should note that they may
be subject to procedures and rights with regards to general meetings of shareholders of our Company
that are different from those to which they may be accustomed in other jurisdictions.
We operate in a legal system in which the application of various laws and regulations may be
uncertain, and through the purchase of the Shares, holders of our Shares may be exposed to
such legal system and may find it difficult or impossible to pursue claims relating to the
Shares.
As Indonesia is a developing market, its legal and regulatory regime may be less certain than in more
developed markets and may be subject to unforeseen changes. At times, the interpretation or
application of laws and regulations may be unclear and the content of applicable laws and regulations
may not be immediately available to the public. Under such circumstances, consultation with the
relevant authority in Indonesia may be necessary to obtain a better understanding or clarification of
applicable laws and regulations. Indonesias legal system is a civil law system based on written
statutes; judicial and administrative decisions do not constitute binding precedent and are not
systematically published.
Indonesias commercial and civil laws as well as rules on judicial process were historically based on
Dutch law as in effect prior to Indonesias independence in 1945, and some of these laws have not
been revised to reflect the complexities of modern financial transactions and instruments. Indonesian
courts are often unfamiliar with sophisticated commercial or financial transactions, leading in practice
to uncertainty in the interpretation and application of Indonesian legal principles. The application of
many Indonesian laws depends, in a large part, upon subjective criteria such as the good faith of the
parties to the transaction and principles of public policy, the practical effect of which, absent a binding
precedent system, is difficult or impossible to predict.

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OMM_ASIA:3198572.3

Indonesian judges operate in an inquisitorial legal system and have very broad fact-finding powers
and a high level of discretion in relation to the manner in which those powers are exercised. As a
result, the administration and enforcement of laws and regulations by Indonesian courts and
Indonesian governmental agencies may be subject to considerable discretion, uncertainty and
inconsistency. Furthermore, corruption in the court system in Indonesia has been widely reported in
publicly available sources.
Indonesian legal principles relating to the rights of shareholders, or their practical implementation by
Indonesian courts, differ from those that would apply within the United States or the European Union.
Absent a binding precedent system, the rights of shareholders under Indonesian law might not be as
clearly evident as in most United States and European Union jurisdictions. In addition, under
Indonesian law, companies may have rights and defenses to actions filed by shareholders that these
companies would not have in jurisdictions such as the United States and European Union member
states.
Overseas shareholders may not be able to participate in future rights offerings or certain other
equity issues we may make.
If we offer or cause to be offered to our shareholders rights to subscribe for additional Shares or any
right of any other nature, we will have discretion as to the procedure to be followed in making such
rights available to our shareholders or in disposing of such rights for the benefit of our shareholders
and making the net proceeds available to such shareholders. To the extent permitted by Indonesian
law, we may choose not to offer such rights or other equity issues to those of our shareholders having
an address in a jurisdiction where such an offering would require registration or would otherwise be
restricted, or we may choose not to permit such shareholders to exercise their rights in this respect.
The regulations governing Indonesian securities markets differ from those in other markets,
which may cause the market price of our shares to be more volatile.
Indonesian securities markets are less liquid and relatively more volatile compared to securities
markets in certain other countries. IDX, on which our Shares will be listed, has in the past experienced
substantial fluctuations in the prices of listed securities. IDX has experienced some problems which,
were they to continue or recur, could affect the market price and liquidity of the securities of
Indonesian companies, including our Shares. These problems have included closures of exchanges,
broker defaults and strikes, settlement delays, and the bombing of the IDX building. In addition, the
governing bodies of Indonesian stock exchanges have from time to time imposed restrictions on
trading in certain securities, limitations on price movements and margin requirements. The levels of
regulation and monitoring of the Indonesian securities markets and the activities of investors, brokers
and other market participants are not the same as in certain other countries. In addition, the ability to
sell and settle trades on IDX may be subject to delays. In light of the foregoing, there can be no
assurance that a holder of our Shares will be able to dispose of its Shares at the prices or times that
would be available to such holder in a more liquid or less volatile market. There may also be less
information publicly available about Indonesian companies than is regularly made available by public
companies listed on other markets. Any of these factors could adversely affect the trading price of our
Shares.

W-11
OMM_ASIA:3198572.3

10 10

SECURITIES UNDERWRITING AND PLAN OF DISTRIBUTION

The Company entered into a Deed of Underwriting Agreement No. 21 dated October 9, 2013, drawn
up before Fathiah Helmi, SH., Notary in Jakarta, (hereinafter is as referred to Underwriting
Agreement), under which the Joint Lead Underwriters and other underwriters whose names are
identified below agreed to offer and sell the Shares offered in the Offer based upon their respective
underwriting portion (provided, however that in the event of any discrepancies between the table set
forth below and that set out in the Underwriting Agreement, the latter shall prevail) with full
commitment and bind themselves to purchase the offered Shares that remain unsold at the close of
the Offering Period.
Underwriting Portion
Shares
Percentage (%)

Entity
Joint Lead Underwriters
PT Kresna Graha Sekurindo Tbk
PT Mandiri Sekuritas

[]
[]

[]
[]

Subtotal

[]

[]

[]
[]
[]
[]
[]
[]
[]
[]
[]
[]
[]

[]
[]
[]
[]
[]
[]
[]
[]
[]
[]
[]

[]
[]
[]
[]
[]
[]
[]
[]
[]
[]
[]

Subtotal

[]

[]

TOTAL

[]

100.00%

Please see Chapter XIV Underwriting in the English Prospectus.

Listing and trading of the Shares on IDX
Potential investors must make all necessary arrangements to establish the requisite arrangements in
order to be able to trade the Shares on IDX (including opening securities trading accounts with
licensed financial intermediaries in Indonesia). Please contact your broker or financial adviser in
Indonesia.
Registration with the Financial Services Authority
We submitted our application for a Registration Statement of Securities Issuance in relation to the
Offer (the Registration Statement) to OJK in a letter No. 031/IPO/X/2013 dated October 10, 2013
in according to the Law of the Republic of Indonesia No. 8 Year 1995 concerning Capital Market,
which was published in the State Gazette of the Republic of Indonesia No. 64 Year 1995, Supplement
to State Gazette No. 3608 and its implementing regulations. The Chairperson of the Financial
Services Authority issued a letter No. [] on [] 2013, declaring the Registration Statement effective.

W-12
OMM_ASIA:3198572.3

11

Offering Period
The Offering Period is expected to be from December 9, 2013 to December 12, 2013. Listing of the
Shares on IDX is expected to commence on December 18, 2013.

TRANSFER RESTRICTIONS
Due to the following restrictions, investors are advised to consult with legal counsel prior to making
any resale, pledge or transfer of the Shares.
The Shares have not been and will not be registered under the U.S. Securities Act and may not be
offered or sold within the United States except in certain transactions exempt from the registration
requirements of the U.S. Securities Act.
Each purchaser of the Shares, by accepting delivery of this Offering Memorandum and subscribing for
Shares, represents, agrees and acknowledges that:
x

It is authorized to consummate the purchase of the Shares in compliance with all applicable laws
and regulations.

It acknowledges (or if it is a broker-dealer acting on behalf of a customer, its customer has

confirmed to it that such customer acknowledges) that such Shares have not been and will not be
registered under the U.S. Securities Act and that, therefore, such Shares cannot be offered, sold
or resold except in transactions exempt from registration under the U.S. Securities Act.

It certifies that either (A) it is, or at the time the Shares are purchased will be, the beneficial owner
of the Shares and it is purchasing the Shares in an offshore transaction (within the meaning of
Regulation S) or (B) it is a broker-dealer acting on behalf of its customer and its customer has
confirmed to it that (i) such customer is, or at the time the Shares are purchased will be, the
beneficial owner of the Shares, and (ii) such customer is purchasing the Shares in an offshore
transaction (within the meaning of Regulation S).

It is eligible under all applicable laws, rules, regulations, guidelines and approvals, to acquire the
Shares of the Company, and will comply with such laws, rules, regulations, guidelines and
approvals in any sale, pledge or transfer of the Shares of the Company.

It acknowledges that the Company, the Joint Lead Underwriters, their affiliates and others will rely
upon the truth and accuracy of the foregoing acknowledgements, representations and
agreements and agrees that, if any of such acknowledgements, representations or agreements
are no longer accurate, it will promptly notify the Company and the Joint Lead Underwriters, and if
it is acquiring any Shares as a fiduciary or agent for one or more accounts, it represents that it
has sole investment discretion with respect to each such account and that it has full power to
make the foregoing acknowledgements, representations and agreements on behalf of each such
account.

Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with
the above-stated restrictions will not be recognized by the Company.

W-13
OMM_ASIA:3198572.3

12 12

SELLING RESTRICTIONS
This Offering Memorandum does not constitute an offer, solicitation or invitation to subscribe for
and/or purchase the Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful
or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation.
The Shares are being offered and sold outside the United States in an offshore transaction (as
defined in Regulation S) in compliance with Regulation S. No action has been or will be taken under
the requirements of the legislation or regulations of, or of the legal or regulatory authorities of, the
United States or any other jurisdictions, except that in Indonesia in order to permit the Indonesian
Offer and that in Malaysia in order to permit the Institutional Offer in Malaysia. The distribution of this
Offering Memorandum and the offering of the Shares in jurisdictions other than Indonesia may be
prohibited or restricted by the relevant laws in such jurisdictions. Persons who may come into
possession of this Offering Memorandum are required by the Company and the Joint Lead
Underwriters to inform themselves about, and to observe and comply with, any such prohibitions or
restrictions at their own expense and without liability to the Company and the Joint Lead Underwriters.
Persons to whom a copy of this Offering Memorandum has been issued shall not circulate to any
other person, reproduce or otherwise distribute this Offering Memorandum or any information herein
for any purpose whatsoever nor permit or cause the same to occur.
Hong Kong
This Offering Memorandum has not been reviewed or approved by any regulatory authority in Hong
Kong. In particular, this Offering Memorandum has not been, and will not be, registered as a
prospectus in Hong Kong under the Companies Ordinance (Cap 32) (CO) nor has it been
authorized by the Securities and Futures Commission (SFC) in Hong Kong pursuant to the
Securities and Futures Ordinance (Cap 571) (SFO). Recipients are advised to exercise caution in
relation to the Offer. If recipients are in any doubt about any of the contents of this Offering
Memorandum, they should obtain independent professional advice.
This Offering Memorandum does not constitute an offer or invitation to the public in Hong Kong to
acquire any Shares nor an advertisement of the Shares in Hong Kong. This Offering Memorandum
must not be issued, circulated or distributed in Hong Kong other than:
 to professional investors within the meaning of the SFO and any rules made under that
ordinance (Professional Investors); or
 in other circumstances which do not result in this Offering Memorandum being a prospectus as
defined in the CO nor constitute an offer to the public which requires authorization by the SFC
under the SFO.
Unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession
for issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to
the Shares, which is directed at, or the content of which is likely to be accessed or read by, the public
of Hong Kong other than with respect to the Shares which are or are intended to be disposed of only
to persons outside Hong Kong or only to Professional Investors.
Any offer of the Shares will be personal to the person to whom relevant offer documents are delivered,
and a subscription for the Shares will only be accepted from such person. No person who has
received a copy of this Offering Memorandum may issue, circulate or distribute this Offering
Memorandum in Hong Kong or make or give a copy of this Offering Memorandum to any other person.
No person allotted Shares may sell, or offer to sell, such Shares to the public in Hong Kong within six
months following the date of issue of such Shares.

W-14
OMM_ASIA:3198572.3

13

Malaysia
No approval, authorisation or recognition of the Securities Commission of Malaysia has been or will
be obtained for the offer or invitation in respect of the Shares on the basis that the Shares will be
offered or sold exclusively to persons outside Malaysia or if within Malaysia then only by way of
distribution of the Shares, through a holder of a Capital Markets Services Licence carrying on the
business of dealing in securities, to certain persons specified in paragraph 2(g) of Schedule 5 of the
Capital Markets and Services Act 2007 (CMSA).
This Offering Memorandum has not and will not be registered with the Securities Commission of
Malaysia on the basis that the Shares will not be offered or sold within Malaysia [other than to certain
persons specified in Schedules 6 and 7 of the CMSA and this Offering Memorandum is deposited with
the Securities Commission of Malaysia in accordance with the CMSA.
The Securities Commission of Malaysia shall not be liable for any non-disclosure on the part of us and
assumes no responsibility for the correctness of any statements made or opinions or reports
expressed in this Offering Memorandum. Investors should rely on their own evaluation to assess the
merits and risks of the investment proposed herein.
Singapore
This Offering Memorandum has not been and will not be registered as a prospectus with the Monetary
Authority of Singapore (MAS) under the Securities and Futures Act (Chapter 289) of Singapore
(SFA). Accordingly, the Shares may not be offered or sold, or made the subject of an invitation for
subscription or purchase nor may the Offering Memorandum or any other document or material in
connection with the offer or sale, or invitation for subscription or purchase of the Shares be circulated
or distributed, whether directly or indirectly, to the public or any member of the public in Singapore
other than to (i) an institutional investor within the meaning of Section 274 of the SFA and in
accordance with the conditions of an exemption invoked under Section 274, (ii) to a relevant person
under Section 275(1) of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions
of, any other applicable provision of the SFA.
Any transfer or on-selling of the Shares is subject to applicable on-selling restrictions and must meet
the requirements set out in the SFA.
United States of America
The Shares have not been and will not be registered under the U.S. Securities Act and may not be
offered or sold within the United States except in certain transactions exempt from the registration
requirements of the U.S. Securities Act.
The Shares are being offered and sold only outside the United States in offshore transactions in
accordance with Regulation S. Each person who purchases Shares outside the United States in
compliance with Regulation S, by its acceptance of this Offering Memorandum and the Shares, will be
deemed to have acknowledged, represented to and agreed with the Company and the Joint Lead
Underwriters as follows:
(1)

Such purchaser of the Shares is, or at the time of its acquisition of the Shares will be, the
beneficial owner of the Shares purchased by it.

(2)

At the time of its acquisition of the Shares, such purchaser is not resident in the United States.

(3)

With respect to sales of the Shares, either:

(a)

at the time the buy order for the Shares was originated, the purchaser was outside
the United States or the purchaser of the Shares and any person acting on its behalf
reasonably believed that the purchaser was outside the United States; or

W-15
OMM_ASIA:3198572.3

14 14

(b)

the transaction in the Shares was executed in, on or through the facilities of a
designated offshore securities market as defined in Regulation S (including, for the
avoidance of doubt, a bona fide sale on IDX).

(4)

Such purchaser of the Shares is not an affiliate of the Company or acting on our behalf or on
behalf of any such affiliate.

(5)

Neither the purchaser of the Shares, any of its affiliates nor any person acting on its or their
behalf, has made, and the purchase of the Shares is not the result of, any directed selling
efforts (as defined in Regulation S) in the United States with respect to the Shares.

(6)

The proposed transfer of the Shares is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act.

(7)

The purchaser is aware that the Shares may not be offered, sold, pledged or otherwise
transferred except in an offshore transaction in compliance with Regulation S.

(9)

Each purchaser of the Shares agrees that the Company and the Joint Lead Underwriters,
their respective affiliates and their respective agents may rely upon the truth and accuracy of
the foregoing acknowledgments, representations and agreements.

(10)

In addition, each prospective purchaser of the Shares, by its acceptance thereof, will be
deemed to have acknowledged, represented to and agreed with the Company and the Joint
Lead Underwriters as follows:
(a)

that none of the Company and the Joint Lead Underwriters or any person
representing the Company and the Joint Lead Underwriters has made any
representation or provided any information to it with respect to the Company or the
offering or sale of the Shares, other than the information contained or incorporated by
reference in the Offering Memorandum, which has been delivered to it and upon
which it is relying in making its investment decision with respect to the Shares; and it
has had access to such financial and other information concerning the Company and
the Shares as it has deemed necessary in connection with its decision to purchase
the Shares.

(b)

that the Company and the Joint Lead Underwriters and others will rely upon the truth
and accuracy of the acknowledgments, representations and agreements made by
each perspective purchaser, and such prospective purchaser agrees that, if any of
the acknowledgments, representations or agreements deemed to have been made by
it through its purchase of the Shares are no longer accurate, it shall promptly notify
the Company and the Joint Lead Underwriters; and if it is acquiring any Shares as
fiduciary or agent for one or more investor accounts, it represents that it has sole
investment discretion with respect to each such account and that it has full power to
make the foregoing acknowledgments, representations and agreements on behalf of
each such account.

Each Joint Lead Underwriter has represented that it has not entered and agreed that it will not enter
into any contractual arrangement with any distributor with respect to the distribution of the Shares,
except its affiliates or with the prior written consent of the Company.
Terms used in this section have the meanings given to them by Regulation S.

THE SECURITIES MARKET OF INDONESIA

The following information has been derived from publicly available information and has not been
independently verified by the Company or the Joint Lead Underwriters. More information is available
at www.bi.go.id, www.ojk.go.id, www.bapepam.go.id and www.idx.co.id.

W-16
OMM_ASIA:3198572.3

15

History and Current Developments

The securities market in Indonesia officially began on December 14, 1912 with the establishment, by
the Dutch administration, of an exchange in Jakarta. This was followed by the establishment of
exchanges in Semarang on August 1, 1925 and in Surabaya on January 11, 1925. Trading on these
exchanges was largely confined to the shares of Dutch companies, mostly involved in plantations, as
well as bonds of certain Dutch East Indies government agencies. These exchanges were closed
during the Second World War. In 1952, the Government of Indonesia enacted laws that facilitated the
re-opening of the Jakarta Stock Exchange (JSX) in order to allow trading in government bonds and
stocks of companies listed before the Second World War. Trading was inactive, however, and this,
combined with the nationalization and subsequent de-listing of Dutch companies, led to various shutdowns of the market from 1956 onwards.
In the mid-1970s, the Government of Indonesia announced reforms designed to revive the stock
market in order to facilitate the mobilization of domestic equity funds. The stock market also provided
a mechanism for foreign partners in joint ventures in Indonesia to divest part of their equity holdings to
Indonesian nationals and legal entities in compliance with the Indonesian Foreign Investment Law.
Tax incentives designed to encourage listings on the JSX were announced in 1976 and two
government agencies were created to assist the development of the capital markets, (i) Badan
Pelaksana Pasar Modal (BAPEPAM) or the Capital Markets Operations Board, created to regulate
and promote the JSX, and (ii) a national investment trust company, PT (Persero) Danareksa, created
to promote the equitable distribution of income by selling small denomination fund certificates to the
general public. The first share offer listed on the JSX took place in August 1977. At the end of 1988
the shares of 24 companies were listed on the JSX and the volume of the Shares traded was
relatively low.
During the 1980s and 1990s a number of reform measures affecting the Indonesian capital markets
were announced. These included the privatization of the JSX and its establishment as a limited
liability company in 1992, and the introduction in May 1995 of the Jakarta Automated Trading System,
a computerized system to replace the manual trading system.
The Indonesian Capital Market Master Plan 2005 -2009 further reflected the need to improve the
efficiency and productivity of the Indonesian capital markets. In December 2005, pursuant to the
Decree of the Minister of Finance No. KMK 606/KMK.01./2005, the Minister of Finance merged (i)
BAPEPAM which now operates under its new name, the Capital Markets Supervisory Board, or
Badan Pengawas Pasar Modal) and (ii) the Directorate General of Financial Institutions, both under
the authority of the Minister of Finance, into one organization to become BAPEPAM and Lembaga
Keuangan (BAPEPAM and LK). (See www.bapepam.go.id)
On November 30, 2007, the Surabaya Stock Exchange was merged into the JSX, and subsequently
the JSX changed its name to the Indonesia Stock Exchange or IDX.
On November 22, 2011, Indonesias parliament approved Law No. 21 of 2011 on the Financial
Services Authority, which created a new institution, the Financial Services Authority (Otoritas Jasa
Keuangan, or OJK). Effective from December 31, 2012, OJK took over the supervision and
regulation of capital markets, insurance, pension funds and multi-finance companies from Bapepam
and LK, and effective from December 31, 2013, OJK will take over the supervision and regulation of
banks from Bank Indonesia. (See www.ojk.go.id)
Indonesia Stock Exchange
Based on data published on the website of IDX, as of October 2, 2013 there were 482 exchange
members listed as IDX shareholders. Only shareholders of IDX may become members of IDX.
Members of IDX are underwriters, brokers, dealers and fund management companies. Before trading
on IDX, investors must be customers of a security company or brokerage firm.
As a self regulatory organization, IDX has authority to issue regulations and requirements for listing of
securities on IDX. Currently IDXs listing requirements are set out in Rule Number I-A: Concerning the
Listing of Shares (Stock) and Equity-type Securities other than Stock issued by the Listed Company.
W-17
OMM_ASIA:3198572.3

16 16

More information is available from www.idx.co.id.

Listing of the Shares
[Based on the Preliminary Securities Registration Agreement dated July 24, 2013, the Company
obtained the preliminary approval for its Shares to be listed on IDX]. Unless and until the Registration
Statement is declared effective and listing approval is given, none of the Shares sold in the Offer may
be traded on IDX. Buyers and sellers may be matched in off-exchange transactions after the Shares
have been listed on IDX. After the Shares are approved for listing on IDX, Shares sold in the Offer
that are purchased by non-Indonesian persons will be eligible for trading on IDX.
Settlement
All clearance and settlement of transactions effected on IDX must be settled three trading days
following completion of the transaction.

INDONESIAN FOREIGN EXCHANGE REGULATIONS

Foreign Exchange
The Government of Indonesia does not currently maintain exchange controls and the Rupiah is freely
convertible. Pursuant to Law Number 24 of 1999 on Foreign Exchange Flow and Exchange Rate
System (Law 24) any Indonesian resident (a person, legal entity or other entity domiciled or planning
to domicile in Indonesia for at least 1 (one) year, including representatives and diplomatic staff of the
Republic of Indonesia) is free to own and use foreign exchange.
Indonesias central bank, Bank Indonesia, is the monetary authority charged with responsibility for
maintaining the stability of the Rupiah and overseeing the foreign exchange system and exchange
rate systems. Bank Indonesia is authorized to control the flow of foreign exchange activities of
Indonesian residents. In this respect, Bank Indonesia is empowered to request any information and
data concerning the foreign exchange activities of Indonesian residents. Through its implementing
regulations (namely Regulation of Bank Indonesia No. 1/9/PBI/1999, Regulation of Bank Indonesia
No. 13/15/PBI/2011, in conjunction with the Circular Letter of Bank Indonesia No. 13/21/DSM dated
August 15, 2011 and Regulation of Bank Indonesia No. 13/21/PBI/2011), Bank Indonesia required
Banks and Non-Financial Institutions to submit a report to Bank Indonesia with respect to their foreign
exchange flow activities. Non-Financial Institutions that are obliged to submit this kind of report
include:
1. State-owned enterprises;
2. State-owned enterprises with foreign loans;
3. Non-bank financial institutions;
4. Public companies;
5. Companies who are engaged in the business of oil and gas mining;
6. Companies who are engaged in export and/or import of goods;
7. Companies who provide services;
8. Foreign investment companies;
9. Private companies with foreign loans;
10. Other entities with foreign loans; or

W-18
OMM_ASIA:3198572.3

17

11. Non-bank financial institutions that do not fall within categories (1) to (10), with:
a. total assets of at least Rp100,000,000,000.- (one hundred billion Rupiah), or
b. revenue during a 1 year period of at least Rp100,000,000,000.- (one hundred billion Rupiah);
whichever is fulfilled earlier.
Exchange Rate System
Bank Indonesia implements the exchange rate system determined by the Government of Indonesia,
based on proposals submitted by Bank Indonesia. Pursuant to Law 24 and Law No. 2 of 2008, as
amended by Law No. 6 of 2009 (Law 2), the exchange rate system to be applied in Indonesia may
be in the form of a fixed exchange rate, floating exchange rate or controlled floating exchange rate
system. Law 2 assigns Bank Indonesia with a principal duty to reach and maintain the stability of the
Rupiah. In this respect, Bank Indonesia is authorised to intervene in the foreign exchange market in
order to maintain the stability of the Rupiah. Prior to August 1997 Bank Indonesia maintained the
value of the Rupiah based on a basket of foreign currencies, the composition of which was based on
Indonesias main trading partner countries. In July 1997 the exchange rate band was widened and on
August 14, 1997 Bank Indonesia adopted a floating exchange rate system without indicating at what
level Bank Indonesia would intervene in the currency markets.
More information is available from www.bi.go.id.

EXCHANGE RATE INFORMATION

Fluctuation in the exchange rates between the Rupiah and other currencies will affect the foreign
currency equivalent of the Rupiah of the shares on IDX. Such fluctuation will also affect the amount in
foreign currency received upon conversion of cash dividends or other distributions paid in Rupiah by
the Company on, and the Rupiah proceeds received from any sales of, the Shares, as well as the
book value of foreign currency assets and liabilities, and income and expenses and cash-flows in the
Companys financial statement.
The following table shows the exchange rate of the Rupiah against the United States Dollar based on
the middle exchange rates at the end of each month during the periods indicated. The Rupiah middle
exchange rate is calculated based on Bank Indonesia buying and selling rates. No representations
are made that the Rupiah or United States Dollar amount referred to herein could have been or could
be converted in United States Dollar or Rupiah, as the case may be, at the rate indicated or any other
rate or at all.

W-19
OMM_ASIA:3198572.3

18 18

At Period End

High (1)

Low (1)

2000

9,595

9,595

7,425

2001

10,400

11,675

9,450

2002

8,940

10,320

8,730

2003

8,465

8,908

8,285

2004

9,290

9,415

8,441

2005

9,830

10,310

9,165

2006

9,020

9,395

8,775

2007

9,419

9,419

8,828

2008

10,950

12,151

9,051

2009

9,400

12,065

9,293

2010

8,991

9,413

8,909

2011

8,709

9,068

8,708

2012

9,670

9,707

8,892

January 2013

9,698

9,740

9,635

February 2013

9,667

9,725

9,634

March 2013

9,719

9,745

9,678

April 2013

9,722

9,756

9,688

May 2013

9,802

9,811

9,728

June 2013

9,929

9,960

9,790

July 2013

10,278

10,278

9,934

August 2013

10,924

10,950

10,287

September 2013

11,613

11,613

10,922

October 2013

11,234

11,593

11,076

November 2013 (through November 13, 2013)

11,644

11,644

11,354

Source: www.bi.go.id
(1) The high and low amounts are determined based on the Bank Indonesia middle exchange rate at the end of
each month announced by Bank Indonesia during the period indicated.

W-20
OMM_ASIA:3198572.3

19

This page is left blank intentionally

20

Preliminary Prospectus

JADWAL SEMENTARA

This document Masa

is an unofficial
English
issued by 2013
the Company
in Bahasa
Indonesia
on its initial
public
offering conducted in :the Republic
Penawaran
Awaltranslation of :the Prospectus
18 - 29 November
Perkiraan
Tanggal
Pengembalian
Uang
Pemesanan
17 Desember 2013
of Indonesia and is provided by the Company for information purposes only. The Prospectus has been prepared in accordance with the regulatory framework and
Perkiraan
Desember
Perkiraan
Tanggal Distribusi
Secara Elektronik
17 Desember
2013
disclosure practices
in theTanggal
RepublicEfektif
of Indonesia and: neither the5Company
nor2013
the Joint
Lead Underwriter
makes anySaham
representation
or warranty as to the: accuracy
or
the completeness
of this translation
of the Prospectus.
receiving 2013
this document
acknowledges
that disclosure
requirements
and practices in :the Republic
Perkiraan
Masa Penawaran
: Each
9 person
12 Desember
Perkiraan
Tanggal Pencatatan
di Bursa
Efek Indonesia
18 Desember 2013
of Indonesia, as in other emerging markets, differ significantly from disclosure requirements and practices in other jurisdictions. Accordingly, each person receiving
Perkiraan Tanggal
Penjatahan
: not provide
16 Desember
this document acknowledges
that this
document does
the level or2013
type of disclosure that a prospective investor may require in connection with making an
investment decision with regards to the Offering. In the event that a prospective investor would like to obtain more information about the Company and/or the Offering
before making an investment in the Company, it would be advisable for such potential investor to read the Prospectus in Bahasa Indonesia.
INDICATIVE SCHEDULE
Preliminary Offering Period
:
18 29 November 2013 Estimated Refund Date
:
17 December 2013
Estimated Effective Date
:
5 December 2013 Estimated Electronic Share Distribution Date
:
17 December 2013
Estimated Offering Period
:
9 12 December 2013 Estimated Listing Date on IDX
:
18 December 2013
MEMBELI EFEK INI HANYA DAPAT DILAKSANAKAN SETELAH CALON PEMBELI ATAU PEMESAN MENERIMA ATAU MEMPUNYAI
Estimated Allotment Period
:
16 December 2013
KESEMPATAN UNTUK MEMBACA PROSPEKTUS.

INFORMATION IN THIS DOCUMENT IS STILL SUBJECT TO FURTHER COMPLETION AND/OR AMENDMENTS. THE REGISTRATION STATEMENT OF THE
SHARES HAS OJK
BEENTIDAK
SUBMITTED
TO THE FINANCIAL
SERVICES
AUTHORITY
(OJK)
BUTMENYETUJUI
HAS YET TO RECEIVE
THE
EFFECTIVE
STATEMENT FROM
MEMBERIKAN
PERNYATAAN
MENYETUJUI
ATAU
TIDAK
EFEK INI,
TIDAK
JUGA MENYATAKAN
KEBENARAN
THE OJK. THIS
DOCUMENT
SHALL ONLY
BE USED WITHINI.
REGARD
TO PERNYATAAN
PRELIMINARY OFFERING
OF THE SHARES. DENGAN
THE SHARES
ARE NOT
TRADED ADALAH
ATAU
KECUKUPAN
ISI PROSPEKTUS
SETIAP
YANG BERTENTANGAN
HAL-HAL
TERSEBUT
BEFORE THE REGISTRATION
STATEMENT SUBMITTED
PERBUATAN MELANGGAR
HUKUM. TO OJK BECOMES EFFECTIVE. SUBSCRIPTION OF SHARES SHALL ONLY BE EXERCISED AFTER
PROSPECTIVE BUYERS OR SUBSCRIBERS HAVE RECEIVED OR HAVE ACCESS TO THE PROSPECTUS.
PT NOT
INDUSTRI
JAMU
DAN FARMASI
SIDO MUNCUL
(PERSEROAN)
DAN PENJAMIN
EMISI
EFEK BERTANGGUNG
THE OJK DOES
GIVE ITS
APPROVAL
OR DISAPPROVAL
OF THETBK
SHARES
DESCRIBED HEREIN,
NOR DOESPELAKSANA
IT CONFIRM THE
ACCURACY
OR
JAWAB SEPENUHNYA ATAS KEBENARAN SEMUA INFORMASI ATAU FAKTA MATERIAL, SERTA KEJUJURAN PENDAPAT YANG
COMPLETENESS OF THIS PROSPECTUS. ANY STATEMENT WHICH IS CONTRADICTORY TO THE SAME SHALL CONSTITUTE AN UNLAWFUL ACT.
TERCANTUM DALAM PROSPEKTUS INI.

PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL TBK (THE COMPANY) AND THE JOINT LEAD UNDERWRITERS ARE FULLY RESPONSIBLE FOR THE
ACCURACY OF
ALL INFORMATION
OR MATERIAL
FACTSINI
AND
THE ACCURACY
OF OPINIONS
CONTAINED
THIS
PROSPECTUS.
SAHAM-SAHAM
YANG
DITAWARKAN
SELURUHNYA
AKAN
DICATATKAN
PADAINPT
BURSA
EFEK INDONESIA.
ALL OF THE OFFERED SHARES WILL BE LISTED ON THE INDONESIA STOCK EXCHANGE (IDX).

PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk

Line of Business:
Engaged in Traditional Medicine and Pharmaceutical Industry Business

PT INDUSTRI
JAMU
DANIndonesia
FARMASI SIDO MUNCUL Tbk
Domiciled
in Semarang,
Head Office:
Kegiatan Usaha Utama:
MenaraBergerak
Suara Merdeka
Building,
16thindustri
Floor jamu dan farmasi
dalam bidang
usaha
Jl Pandanaran
No.30
Berkedudukan
di Semarang, Indonesia
Semarang 50134, Indonesia
Kantor Pusat:
Phone:
(+6224)
7692-8811
Gedung
Menara
Suara Merdeka Lantai 16
Jl Pandanaran No.30
Fax: (+6224) 7692-8815
Semarang 50134, Indonesia
Website: www.sidomuncul.com
Telepon: (+6224) 7692-8811

Factory:
Faksimili: (+6224) 7692-8815
Website:
www.sidomuncul.com
Jl Soekarno
Hatta km
28
Kecamatan Bergas, Klepu
Pabrik:
Semarang 50552, Indonesia
Jl Soekarno Hatta km 28
Phone: (+62298)
523-515
Kecamatan Bergas, Klepu
Fax: (+62298)
523-509
Semarang
50552, Indonesia
Telepon: (+62298) 523-515

Faksimili:
(+62298) 523-509
INITIAL PUBLIC
OFFERING

Up to 1,500,000,000 (one billion five hundred million)

ordinary registered
shares
that are new
shares or approximately 10% (ten
PENAWARAN
UMUM
PERDANA
SAHAM
percent) of Sebanyak-banyaknya
the Companys totalsejumlah
issued and
paid-up
capital
after
the
Initial
Public
Offering,
at
a
nominal
value of Rp100 (one hundred
1.500.000.000 (satu miliar lima ratus juta) saham biasa atas nama yang merupakan saham baru atau sekitar 10%
Rupiah) per(sepuluh
share, persen)
which are
to the yang
Public
at the Offer
Rp dalam
( Rupiah)
per setelah
share, which
has Umum
to be fully
paidSaham
upon dengan nila
dari offered
seluruh modal
ditempatkan
danPrice
disetorofpenuh
Perseroan
Penawaran
Perdana
Rp100The
(seratus
saham,
yang ditawarkan
Masyarakat
submissionnominal
of the SSF.
total Rupiah)
value ofsetiap
the Initial
Public
Offering iskepada
Rp (
Rupiah).dengan Harga Penawaran sebesar 5S  Rupiah) setiap lemb
saham yang harus dibayar penuh saat mengajukan Formulir Pemesanan Pembelian Saham (FPPS). Nilai Penawaran Umum Perdana Saham
All shareholders
the Company
have Seluruh
equal and
similarsaham
rightsPerseroan
with respect
to hak
the yang
Companys
existing
issued
fully
adalah of
sebesar
5S  Rupiah).
pemegang
memiliki
sama dan
sederajat
dalam and
segala
hal paid-up
dengan saham lainn
dari Perseroan
yang
telah
ditempatkan
dan disetor
penuh,
sesuaiLiability
Undang-Undang
No.(Company
40 Tahun 2007
tentang Perseroan Terbatas (UUPT).
shares, in accordance
with
Law
No.
40 Year 2007
regarding
Limited
Company
Law).
Based on Deed
No. 33 dated
18 September
drawn
up before 2013
Fatiah
Helmi,
SH.,
Jakarta,
the SH,
Company
implement
Berdasarkan
Akta Perseroan
No. 332013,
tanggal
18 September
yang
dibuat
di Notary
hadapaninFatiah
Helmi,
Notariswill
di Jakarta,
Perseroan akan
melaksanakan
programshares
ESA dengan
mengalokasikan
saham
sebanyak-banyaknya
(sepuluh
persen)
jumlah
Yang Ditawarkan
the ESA program
by allocating
up to 10%
(ten percent)
of the
number of Offered10%
Shares,
taking
into dari
account
theSaham
legislation
dengan memperhatikan peraturan perundang-undangan yang berlaku. Informasi lengkap mengenai program ESA dapat dilihat pada bab I Prospektu
in force. Detailed
information on the ESA program is described in Chapter I of this Prospectus.
ini.
The Joint Lead Underwriters and the Underwriters whose names are listed below shall guarantee with full commitment the Initial
Penjamin Pelaksana Emisi Efek dan Para Penjamin Emisi Efek yang namanya tercantum di bawah ini menjamin seluruh penawaran saham secara
Public Offering
of the Companys shares in accordance with their respective underwriting portion.
Kesanggupan Penuh (Full Commitment) sesuai porsi penjaminan saham masing-masing.
JOINT LEAD
UNDERWRITERS
PENJAMIN
PELAKSANA EMISI EFEK

PT Kresna Graha Sekurindo Tbk

PT Kresna Graha Sekurindo Tbk

PT Mandiri Sekuritas

PT Mandiri
PENJAMIN EMISI
EFEK Sekuritas

Akan ditentukan kemudian

UNDERWRITERS
To Be Determined

RISIKO UTAMA YANG DIHADAPI PERSEROAN ADALAH RISIKO FLUKTUASI HARGA BAHAN BAKU DIKARENAKAN FAKTOR ALAM.

THE PRIMARYRISIKO
RISK FACED
BY THE
COMPANY SELENGKAPNYA
IS THE RISK OF FLUCTUATION
IN RAWPADA
MATERIAL
DUE TO
FORCES OF NATURE.
THE COMPLETE
USAHA
PERSEROAN
DICANTUMKAN
BABPRICES
VI DALAM
PROSPEKTUS
INI.
RISKS FACED BY THE COMPANY ARE DETAILED IN CHAPTER VI OF THIS PROSPECTUS.

RISIKO TERKAIT KEPEMILIKAN ATAS SAHAM PERSEROAN, YAITU TIDAK LIKUIDNYA SAHAM YANG DITAWARKAN PADA

THE RISK RELATING

TO THEUMUM
OWNERSHIP
OF THE COMPANYS
SHARES YANG
IS THEDITAWARKAN
ILLIQUIDITY OFPERSEROAN
THE SHARES TIDAK
OFFERED
IN THIS BESAR,
INITIAL PUBLIC
PENAWARAN
INI, MENGINGAT
JUMLAH SAHAM
TERLALU
MAKA TERDAPAT
OFFERING DUE
TO THE LIMITEDPERDAGANGAN
SHARES OFFERRED
TO THEPERSEROAN
PUBLIC, THERE
A POSSIBIILITY
THE SHARES
TRADED
ON THE
IDX MAY
BE ILLIQUID.
KEMUNGKINAN
SAHAM
DIISBURSA
EFEK MENJADI
TIDAK
LIKUID.
DENGAN
DEMIKIAN,
PERSEROAN
THEREFORE,TIDAK
THE COMPANY
UNABLE TO PREDICT
WHETHER
THERE WILL BE AN
ACTIVEPERSEROAN
MARKET OR WHETHER
THE
LIQUIDITY
THE SHARES
DAPAT IS
MEMPREDIKSIKAN
APAKAH
PERDAGANGAN
SAHAM
DI BURSA
EFEK
AKANOFAKTIF
ATAU LIKUIDITAS
WILL BE MAINTAINED.
SAHAM PERSEROAN AKAN TERJAGA.
THE COMPANY
WILL NOT ISSUE
SHARES
CERTIFICATES
THIS INITIAL
PUBLIC
OFFERING,
THE SHARES
WILL BE DISTRIBUTED
PERSEROAN
TIDAKCOLLECTIVE
MENERBITKAN
SURAT
KOLEKTIF IN
SAHAM
DALAM
PENAWARAN
PERDANA
INI, SAHAM-SAHAM
TERSEBUT AKAN
ELECTRONICALLY
AND ADMINISTERED
IN THE
COLLECTIVEYANG
DEPOSITORY
OF PT KUSTODIAN SENTRAL
EFEK
INDONESIAKOLEKTIF
(KSEI). PT KUSTODIAN SENTRAL
DIDISTRIBUSIKAN
SECARA
ELEKTRONIK
AKAN DIADMINISTRASIKAN
DALAM
PENITIPAN
EFEK INDONESIA (KSEI).

This Preliminary 21
Prospectus is issued in Jakarta on 18 November 2013

Prospektus Awal ini diterbitkan di Jakarta pada tanggal 18 November 2013

PT Industri Jamu dan Farmasi Sido Muncul Tbk (hereinafter referred to in this Prospectus as the Company) has
filed a Registration Statement with regard to this Initial Public Offering to Financial Services Authority (Otoritas Jasa
Keuangan or the OJK) in Jakarta by virtue of letter No. 031/IPO/X/2013 dated 10 October 2013, in accordance with
the requirements as set forth in Law No. 8 year 1995 dated 10 November 1995 regarding the Capital Market, that was
announced in the State Gazzette of the Republic of Indonesia No. 64 Year 1995, Supplemental No. 3608 (hereinafter
referred to as the Capital Market Law) and the implementing regulations and amendments thereof.
The offered shares in this Initial Public Offering are to be registered on the IDX in accordance with the Preliminary
Securities Registration Agreement entered into between the Company and IDX on 24 July 2013, subject to the
satisfaction of the registration requirements as determined by the IDX, among others concerning the number of
individual and institutional Shareholders at IDX and each Shareholder holding at least 1 (one) unit of share. In the
event that the share registration requirements are not met, the Initial Public Offering shall be null and void by law and
the subscription fund received shall be returned to the subscribers in accordance with the provisions of the Capital
Market Law and its implementing regulations.
For the purpose of this Initial Public Offering, the Company, the Joint Lead Underwriters, Underwriters and the Capital
Market Supporting Professions are fully responsible for the accuracy of data, accuracy of opinions, statements and
reports presented in the Prospectus pursuant to their respective areas of duty in accordance with the prevailing
regulations applicable in the territory of the Republic of Indonesia as well as their respective code of ethics, norms and
standards of profession.
In connection with the Initial Public Offering, every affiliated party shall not give any statement or remarks or explanation
whatsoever with regard to matters that have not been disclosed in this Prospectus without the prior written approval
from the Company and the Joint Lead Underwriters.
PT Kresna Graha Sekurindo Tbk and PT Mandiri Sekuritas as Joint Lead Underwriters, as well as the Capital Market
Supporting Institutions and Professions with regard to this Initial Public Offering are not affiliated with the Company,
either direct or indirectly, in accordance with the definition of Affiliate as set forth in the Capital Market Law. Further
description regarding relationship of affiliate is described in Chapter XIV regarding Underwriting and Chapter XV
regarding Capital Market Supporting Institutions and Professions.
THIS INITIAL PUBLIC OFFERING IS NOT REGISTERED UNDER ANY LAW OR REGULATION OTHER THAN
THOSE APPLICABLE IN THE REPUBLIC OF INDONESIA. WITH RESPECT TO ANY PERSON OUTSIDE OF
THE REPUBLIC OF INDONESIA RECEIVING THIS PROSPECTUS, THIS PROSPECTUS IS NOT MEANT AS
AN OFFER DOCUMENT TO PURCHASE THE SHARES, EXCEPT WHERE SUCH OFFER AND PURCHASE
OF SHARES DO NOT CONTRADICT, OR DO NOT CONSTITUTE A VIOLATION UNDER, THE LAWS AND
REGULATIONS PREVAILING IN SUCH COUNTRY.
THE COMPANY HAS DISCLOSED ALL MATERIAL INFORMATION REQUIRED TO BE DISCLOSED TO THE
PUBLIC, AND NO MATERIAL INFORMATION HAS BEEN OMITTED WHICH MAY CAUSE THE INFORMATION
CONTAINED IN THIS PROSPECTUS TO BE INCORRECT OR MISLEADING.

22

TABLE OF CONTENT
TABLE OF CONTENT

DEFINITIONS AND ABBREVIATIONS

iii

SUMMARY

xi

CHAPTER I

INITIAL PUBLIC OFFERING

CHAPTER II

USE OF PROCEEDS

CHAPTER III

INDEBTEDNESS

CHAPTER IV

KEY FINANCIAL HIGHLIGHTS

15

CHAPTER V

MANAGEMENTS DISCUSSION AND ANALYSIS

1. General
2. Factors Affecting the Companys Financial and Operational Condition
3. Financial
4. Risk Management

20
21
21
23
38

CHAPTER VI

BUSINESS RISKS

40

CHAPTER VII

MATERIAL EVENTS OCCURED SUBSEQUENT TO THE INDEPENDENT AUDITORS

REPORT

46

CHAPTER VIII

DESCRIPTION OF THE COMPANY AND ITS SUBSIDIARIES

1. Brief History of the Company
2. Licenses and Permits of the Company
3. Development of the Companys Share Ownership
4. Structure of Directors and Commissioners
5. Human Resources (HR)
6. The Companys Organization Structure
7. Description of the Subsidiaries
8. Associations by way of Ownership, Management and Supervision of the Company
and its Subsidiaries
9. Transactions with Affiliated Parties
10. Insurance
11. Material Agreements with Third Parties
12. Legal Proceedings faced by the Company
13. The Companys Fixed Assets Register
14. Intellectual Property Rights

CHAPTER IX

BUSINESS ACTIVITIES AND PROSPECTS OF THE COMPANY

1. Overview
2. Competitive Advantages
3. Business Strategies
4. Business Activities
5. Information on the Companys Products
6. Raw Materials Management
7. Production Process
8. Distribution and Marketing Activities
9. Business Competitions
10. Business Prospects
11. Business Research and Development
12. UKL (Upaya Pengelolaan Lingkungan, Environment Management)
and UPL (Upaya Pemantauan Lingkungan, Environment Monitoring Efforts)
13. Good Corporate Governance
14. The Companys Corporate Social Responsibility
15. Certificates and Awards

48
48
50
51
57
63
66
67
76
77
79
81
83
83
87
93
93
94
96
96
98
99
102
112
117
118
118
118
118
119
120

CHAPTER X

OVERVIEW OF HERBAL MEDICINE INDUSTRY IN INDONESIA

124

CHAPTER XI

EQUITY

140

CHAPTER XII

DIVIDEND POLICY

142

CHAPTER XIII

TAXATION

143

CHAPTER XIV UNDERWRITING

CHAPTER XV

147

CAPITAL MARKET SUPPORTING INSTITUTIONS AND PROFESSIONS

WITH REGARD TO INITIAL PUBLIC OFFERING

149

CHAPTER XVI LEGAL OPINION

156

CHAPTER XVII THE COMPANYS FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS

REPORT

153

CHAPTER XVIII INDEPENDENT APPRAISAL REPORT

253

CHAPTER XIX ARTICLES OF ASSOCIATION OF THE COMPANY

273

CHAPTER XX

295

TERMS OF SHARE SUBSCRIPTION

CHAPTER XXI DISTRIBUTION OF PROSPECTUS AND SHARE SUBSCRIPTION FORMS

ii

301

DEFINITIONS AND ABBREVIATIONS

Account Holders

Refers to parties registered as Securities Account Holder in KSEI or

Custodian Banks and/or Securities Companies.

ACF

Refers to the abbreviation of Allotment Confirmation Form, a form which

contains the final allotment result for the subscribers that serves as
evidence of ownership of shares offered in the primary market.

Affiliate

Refers to parties as defined in Capital Market Law and its implementing

regulations as follows:
a) Family relationship by either marriage or descents up to the second
degree, horizontally and vertically;
b) Relationship between the parties and employees, Directors or
Commissioners of such parties;
c) Relationship between 2 (two) companies having 1 (one) or more
common directors or commissioners;
d) Relationship between the company and the party which, directly or
indirectly, controls or is controlled by the company;
e) Relationship between 2 (two) companies under common control,
either directly or indirectly; or
f) Relationship between the company and its principal shareholders.

Affiliated Subscribers

Refers to members of the Directors, members of the Board of

Commissioners and the employees of the Company, except the
Independent Commissioner, who, during the Offering Period, submit
Shares Subscriptions to the Company at a maximum amount of 10%
(ten percent) of the Offered Shares in accordance with Rule No. IX.A.7.

Agreement on Securities
Registration at KSEI

Refers to the Agreement on Equity Securities Registration at KSEI No.

SP-0024/PE/KSEI/0713 dated 16 July 2013, privately arranged and duly
stamped, between the Company and KSEI.

Allotment Date

Refers to the date jointly agreed by the Company and the Joint Lead
Underwriters,namely no later than 2 (two) Business Days following the
closing of the Offering Period, which will be determined in the
Prospectus.

Allotment Manager

Refers to PT Kresna Graha Sekurindo Tbk, as the Joint Lead

Underwriter, the party responsible for the allotment of Offered Shares in
accordance with the requirements set forth in Rule No. IX.A.7, Annex to
the Decree of Chairman of Bapepam and LK No. Kep-691/BL/2011
dated 30 December 2011 regarding Subscribtion and Allotment in Initial
Public Offering (hereinafter referred to as Rule No. IX.A.7).

Banking Day

Refers to Bank working day, i.e., the days where Bank Indonesia
performs interbank clearing process.

iii

Bapepam & LK

Refers to the Badan Pengawas Pasar Modal & Lembaga Keuangan

(Capital Market and Financial Institution Supervisory Board) as defined
in Article 3 Paragraph 1 of the Capital Market Law and Decree of
Finance Minister No. 184/PMK.01/2010 dated 11 October 2010
regarding Organization and Work Procedure of the Ministry of Finance.

Book Building

Refers to direct or indirect offering through Preliminary Prospectus,

and/or Information Memorandum (if any) that are distributed immediately
following the announcement of the Abridged Prospectus in the
newspaper, for the purpose of learning the level of interest of the
Offered Shares prospective buyers and/or estimating the securities Offer
Price in accordance with Rule No. IX.A.8 Annex to the Decision No.
Kep-41/PM/2000 dated 27-10-2000 concerning Preliminary Prospectus
and Information Memorandum (if any) (hereinafter referred to as Rule
No. IX.A.8) and with due consideration to Rule No IX.A.2.

BPOM

Refers to the abbreviation of Badan Pengawas Obat & Makanan

(National Agency of Drugs and Food Controls).

Business Day

Refers to Monday to Friday, excluding national holidays determined by

the Government of the Republic of Indonesia or Normal Business Days,
which as a result of certain condition are determined otherwise by the
Government of the Republic of Indonesia.

Calendar Day

Refers to every day in 1 (one) year based on the Gregorian Calendar,

with no exception, including Saturday, Sunday and national holidays that
may be determined by the Government at any time.

Capital Market Law

Refers to the Law of Republic of Indonesia No. 8 year 1995 regarding

Capital Market, which was announced in the Supplemental State
Gazette of the Republic of Indonesia, No. 3608, State Gazette of the
Republic of Indonesia No. 64 year 1995, and its implementing
regulations.

Changes/Amendments of
Agreement
Collective Depository

Refers to amendments and/or additions and/or renewals of the

agreements that form an integral and inseparable part of the agreement.
Refers to depository services of securities owned jointly by more than
one party, whose interests are represented by the Kustodian Sentral
Efek Indonesia.

Company Law

Refers to the Law of the Republic of Indonesia No. 40 year 2004

regarding Limited Liability Companies as announced in the
Supplemental State Gazette of the Republic of Indonesia No. 4756,
State Gazette of the Republic of Indonesia No. 106 year 2007, and its
implementing regulations.

iv

Compulsory Registration of
Companies Law

Refers to Law of the Republic of Indonesia No. 3 year 1983 regarding

Compulsory Registration of Companies as announced in the
Supplementary State Gazette No. 3214, State Gazette of the Republic
of Indonesia No 7 year 1982, and its implementing regulations.

CPOB

Refers to the abbreviation of Cara Pembuatan Obat yang Baik or Good

Manufacturing Practices.

CPOTB

Refers to the abbreviation of Cara Pembuatan Obat Tradisional yang

Baik or Good Traditional Medicine Manufacturing Practices.

CSR

Refers to the abbreviation of Corporate Social Responsibility.

Custodian Bank

Refers to commercial banks that are approved by Bapepam & LK

(currently known as Financial Service Authority Otoritas Jasa
Keuangan (OJK)) to provide safekeeping services or custody services
as stipulated in the Capital Market Law.

Distribution Date

Refers to the same date as the payment date, by no later than2 (two)
Business Days from the Allotment Date, where the Offered Shares are
distributed electronically by KSEI to the Account Holders.

Effective

Refers to the condition where the Registration Statement has become

effective as stipulated in Rule No. IX.A.2 concerning Registration
Procedures for A Public Offering, Annex to the Decree of Chairman of
Bapepam and LK No. KEP-122/BL/2009 dated 29 May 2009 (hereinafter
referred to as Rule No. IX.A.2)

Effective Statement

Refers to OJK statements which declares that the Registration

Statement has become effective: (i) on the 45th (forty-fifth) day after the
date that the complete Registration Statements is received by OJK or (ii)
on the 45th (forty-fifth) day after the Company submits the last
Amendment to the Registration Statement to OJK, or (iii) other date
based on the Effective Statement from Chairman of OJK which declares
there are no more amendments and/or additional information required,
as set forth in the Rule No. IX.A.2, therefore entitling the Company,
through the Underwriters, to offer and sell the Offered Shares in
accordance with the prevailing laws and regulations.

ESA

Refers to the abbreviation of Employee Stock Allocation

Exchange Day

Refers to the days where the Stock Exchange performs securities

trading activities, i.e., from Monday to Friday, unless the respective days
are national holidays or announced as holidays by the Stock Exchange.

Founding shareholder

Refers to Ny. Desy Sulistio, Irwan Hidayat, Sofyan Hidayat, Johan

Hidayat, Ny. Sandra Linata Hidajat and David Hidayat

GMS

Refers to the abbreviation of General Meeting of Shareholders

Government

Refers to the Government of the Republic of Indonesia.

IDX

Refers to the abbreviation of PT Bursa Efek Indonesia, a limited liability

company established by virtue of the Indonesian law and regulations
and domiciled in Jakarta, (or the replacement or beneficiary to its rights),
which is a stock exchange as defined in the Capital Market Law, where
the Companys shares are listed.

Initial Public Offering

Refers to the Initial Offering of Offered Shares to the Public as referred

to in the Capital Market Law and its implementing regulations and other
relevant provisions and the provisions set forth in the Agreement.

IPO Account

Refers to the account registered under the Joint Lead Underwriterss

name to receive the proceeds from the investors.

Joint Lead Underwriters

Refers to the parties to a contract / agreement with the Company for the
Initial Public Offering for the benefit of the Company, guarantee the sale
of the Offered Shares and distribute the IPO proceeds to the Company
by the Underwriters pursuant to each Underwriting Portion, with respect
to the terms and condition of the Underwriting Agreement.

KSEI

Refers to the abbreviation of PT Kustodian Sentral Efek Indonesia,

domiciled in Jakarta, which is the Securities Depository and Settlement
Institution as defined by the laws and regulations relating to the Capital
Market.

Listing Date

Refers to the date the Offered Shares are listed for trading at the Stock
Exchange, to be effected by no later than 1 (one) Business Day
following the Distribution Date, the exact date of which will be
determined in the Amendments of Agreement.

Ministry of Health

Refers to the Ministry of Health of the Republic of Indonesia (previously

referred to as Department of Health)

MoJ

Refers to the abbreviation of the Ministry of Justice and Human Rights of

the Republic of Indonesia

New Shares

Refers to ordinary registered shares at a nominal value of Rp100 (one

hundred Rupiah) that will be issued from the Companys portfolio at a
maximum amount of 1,500,000,000 (one billion five hundred million)
shares to be offered and sold to Public in the Public Offering and will be
listed on the Stock Exchange.

vi

Offer Price

Refers to the price of each Offered Shares through Initial Public Offering,
which nominal will be defined based on agreement between the
Company and the Joint Lead Underwriters, which will be incorporated in
the Amendment to Underwriting Agreement.

Offered Shares

Refers to New Shares offered and sold to Public by the Underwriters

through the Public Offering, which will be listed on the Stock Exchange
on the Listing Date.

Offering Period

Refers to the duration for the public to submit the Offered Shares
subscriptions as regulated in the SSF and Chapter XX regarding Terms
of Shares Subscriptions.

OJK

Refers to the abbvreviation of Otoritas Jasa Keuangan or Financial

Services Authority, an independent institution that is free from any
intervention, which has the function, responsibilities and authority to
regulate, supervise, examine and investigate as stipulated in Law No. 21
Tahun 2011 dated 22-11-2011 (twenty-two November two thousand
eleven) regarding Financial Services Authority (Law No. 21, 2011).
Commencing on 31 December 2012 (thirty-one December two thousand
and twelve), the functions, responsibilities and authority to regulate and
supervise the financial services activity in the Capital Market, were
transferred from the Minister of Finance and Bapepam and LK to OJK, or
the replacement and beneficiary of its rights and obligations, in
conformity with Article 55 Law No. 21, 2011.

Preliminary Prospectus

Refers to the written document prepared by the Company and the Joint
Lead Underwriters with regard to the Public Offering and contains all
information in the Prospectus submitted to OJK as part of the
Registration Statement, except for the information regarding the number
of Offered Shares, Offer Price of the Offered Share, underwriting or
other matters related to offer requirement that cannot yet be determined,
in accordance with Rule No. IX.A.8 and with due consideration to Rule
No. IX.A.2.

Primary Market

Refers to the offering and sale of the Companys Offered Shares to the
public during the Offering Period prior to the listing of such shares in the
Stock Exchange.

Prospectus

Refers to the final written document prepared by the Company and the
Joint Lead Underwriters with regard to the Public Offering and contains
all relevant and essential information on the Company and the Offered
Shares, which form and content are in accordance with Bapepam
Regulation No. IX.C.2, Annex to the Decree of Chairman of Bapepam
and LK Kep-51/PM/1996 dated 17 January 1996 on Guidelines
Regarding the Form and Content of the Prospectus and Summary
Prospectus for a Public Offering (hereinafter referred to as "Regulation.
IX.C.2").

vii

Public

Refers to any individual and/or legal entity, of Indonesian or Foreign

Nationality or Foreign Legal Entity, residing or legally domiciled in
Indonesia or outside the jurisdiction of the Republic of Indonesia, with
due consideration to the laws and regulations of the Capital Market.

Public Offering

Refers to the Companys action to offer the Offered Shares to Public

through Initial Public Offering as referred to in the Capital Market Law
and its implementing regulations and other related provisions, and
provisions contained in the Agreement.

Refund Date

Refers to the date of refund of the subscription fund from the Joint Lead
Underwriters through the Underwriters to the subscribers of Offered
Shares, whose subscriptions cannot be fullfilled in part or in whole as a
result of allotment or cancellation or delay of the Public Offering, the
period of which is a maximum of 2 (two) Business Days.

Registration Statement

Refers to the document submitted to OJK by the Company together with

the Joint Lead Underwriters prior to the offering and sale of the Offered
Shares as stipulated in Article 1 Paragraph 19 of Capital Market Law
juncto Rule No. IX.C.1, Annex to the Decree of Chairman of Bapepam
and LK No. Kep-42/PM/2000 dated 27 October 2000 on Guidelines
Regarding the Form and Content of Registration Statement for Public
Offering (hereinafter referred to as "Regulation. IX.C.1") and with the
provisions of the Regulation. IX.A.2.

SAB

Refers to the abbreviation of the Securities Administration Bureau,

namely PT Sirca Datapro Perdana, domiciled in Jakarta, as the party
appointed by the Company to undertake the administration of the
Offered Shares in the Initial Public Offering.

Securities Account

Refers to the account that includes the amount of shares and/or fund
owned by Shareholders that are administered by KSEI, Custodian Banks
or Securities Companies based on Securities Account Opening
Agreement signed by the Shareholders.

Selling Agent

Refers to the parties assisting in the selling of shares offered and sold by
the Company through the Initial Public Offering conducted either
domestically or internationally.

SGRI

Refers to the abbreviation of the State Gazette of the Republic of

Indonesia

Shareholders List

Refers to the Shareholders List, which contains the information on the

shareholders ownership of the Companys shares.

Shares

Refers to shares issued by the Company, including Shares Offered in

the Public Offering.

viii

Shares Certificate

Refers to Share Certificate or Collective Share Certificate(s) as defined

in the Companys Articles of Association.

SME

Refers to the abbreviation of Small and Medium Enterprise.

SSF

Refers to the abbreviation of Shares Subscription Form, the original

subscription form which has to be made in 5 (five) copies and each must
be completely filled out, signed by the subscriber and submitted by
prospective buyers to the Underwriter(s) upon subscribing for the
Offered Shares.

SSGRI

Refers to the abbreviation of Supplemental State Gazette of the

Republic of Indonesia.

SSL

Refers to the abbreviation of the Shares Subscription List, a list that

contains the name of shares subscribers and the number of Offered
Shares subscribed, prepared in accordance with the SSF issued by
each Underwriter.

Subsidiaries

Refers to companies where the Company has direct or indirect share

ownership of a minimum 50% of the issued and paid up capital of the
respective company and/or companies whose financial statements are
consolidated to the Companys financial statements in conformity with
the Indonesian Financial Accounting Standards.

The Company

Refers to PT Industri Jamu dan Farmasi Sido Muncul Tbk, a limited

liability company that is established by virtue and in accordance with the
prevailing laws and regulations of the Republic of Indonesia, domiciled
and headquartered in Semarang.

UKL

Refers to the abbreviation of Upaya Pengelolaan Lingkungan Hidup or

Environment Management Efforts.

Underwriters

Refers to limited liability companies that signed agreement with the

Company to conduct the Initial Public Offering on behalf of the
Company, which fully guarantee the purchase of Offered Shares and
pay the proceeds of the Initial Public Offering to the Company, namely
PT Kresna Graha Sekurindo Tbk and PT Mandiri Sekuritas, jointly with
other Underwriters that may be appointed by the Company with due
consideration to the terms and condition of the Underwriting Agreement.

Underwriters Syndication

Refers to other Underwriters (aside from PT Kresna Graha Sekurindo

Tbk and PT Mandiri Sekuritas), which may be established by the Joint
Lead Underwriters with consideration to the result of Preliminary
Offering, and upon notification to the Company, that will later be
appointed by the Company in the Amendments of Agreement.

ix

Underwriting Agreement

Refers to the Initial Public Offering of PT Industri Jamu dan Farmasi

Sido Muncul TBK Underwriting Agreement No. 21 dated 9 October
2012, drawn up before Fathiah Helmi, SH., Notary in Jakarta, between
the Company and the Joint Lead Underwriters, including the entire
amendments and/or additions and/or renewals prepared in the future.

UPL

Refers to the abbreviation of Upaya Pemantauan Lingkungan Hidup or

Environment Monitoring Efforts.

Written Confirmation

Refers to confirmation letters issued by KSEI and/or Custodian Banks

and/or Securities Company for the interest of account holders in
secondary market.

SUMMARY
The following summary is an integral part of and must be read in conjunction with the more detailed information
and financial statements and notes provided in this Prospectus. This summary has been prepared based on facts
and considerations that are most material to the Company. All financial information of the Company is stated in
the Rupiah currency and is presented in conformity with the Accounting Principles generally accepted in
Indonesia.
1. COMPANY OVERVIEW
The Company was established in 1975 and is domiciled in Semarang under the name PT Industri Jamu &
Farmasi Sido Muncul and is primarily engaged in pharmaceutical and herbal medicine industry and general
trading.
The Company was established by virtue of Deed No. 21 dated 18 March 1975, drawn up before Kahirman
Gondodiwirjo, SH, Notary in Semarang, the aforementioned deed has received formalization from the Minister
of Justice of the Republic of Indonesia by virtue of Decree of the Minister of Justice of the Republic of Indonesia
No. Y.A.5/84/16 dated 30 January 1981 and was registered in the general registry at the Secretariat of
Semarang District Court under No. 28/2000/11 dated 28 February 2000, and was announced in the SGRI No. 39
dated 16 May 2000, SSGRI No. 2240/2000.
The Companys Articles of Association has been amended several time and was last amended by the Deed of
Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 53
dated 11 June 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, and has received formalization from
the Minister of Justice and Human Rights under No. AHU-33406.AH.01.02. Year 2013 dated 20 June 2013 and
was registered in the Company Registry under No. AHU-0058325.AH.01.09. Year 2013 dated 20 June 2013,
whereby the shareholders agreed to change the Companys status from Private Limited Liability Company
to Public Limited Liability Company and to add the Companys business activities and amended by Bapepam-LK
Rule No. IX.J.1, Annex to the Decree of Chairman of Bapepam and LK Kep-179/BL/2008 dated 14 May 2008 on
the Principles of Articles of Association of Companies Conducting Public Offering of Equity Securities and Public
Company (hereinafter referred to as "Regulation. IX.J.1") the Articles of Association in its entirety to conform with
Rule No. IX.J.1 and its implementing regulations, which resulted in the change of the Companys name
to PT Industri Jamu dan Farmasi Sido Muncul Tbk. and the Deed of Resolutions of the Shareholders of Limited
Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 33 dated 18 September 2013 drawn up before
Fatiah Helmi, SH., Notary in Jakarta, and has received formalization from the Minister of Justice and Human
Rights under No. AHU-49556.AH.01.02 Year 2013 dated 24 September 2013 and was registered in the
Company Registry under No. AHU-0089234.AH.01.09.Year 2013 dated 24 September 2013 and notification
of amendments have been received and recorded in the database of Legal Administration of the Ministry
of Justice and Human Rights as stated in its letter No. AHU-AH.01.10-41 201 dated 9 October, 2013 regarding
Acceptance Notification on the amendment of the Articles of Association and has received formalization from the
Minister of Justice and Human Rights No. AHU-0092498.AH.01.09. Year 2013 dated 9 October 2013 regarding
the reaffirmation of the status of the company became a publicly listed company, approved the allocation
of shares up to 10% of total issuance of new shares under the Employee Stock program (ESA) and the change
of article 4, paragraph 1 of the Articles of Association.

xi

2. INITIAL PUBLIC OFFERING

Number of Offered Shares
Nominal Value
Offer Price
Total Initial Public Offering
Offering Period
Listing Date on the IDX

:
:
:
:
:
:

1,500,000,000 (one billion five hundred million) ordinary registered shares

Rp100 (one hundred Rupiah) per share
Rp []
Rp []
- 2013
2013

Ordinary Registered Shares offered with regard to this Initial Public Offering consist entirely of New Shares from
the Companys portfolio, and will provide their holders with equal and similar rights in all respect with the holders
of the Companys existing issued and fully paid-up shares, including, among others, the rights to receive dividend
distributions, the right to cast votes in the GMS convened by the Company, the rights to receive bonus shares
and Pre-emptive Rights Issue.
The Companys capital and shareholding structure as of the date of issuance of this Prospectus are as follows:
Description
Authorized Capital
Shareholders:
Mrs. Jd. Desy Sulistio Hidajat
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio

Nominal Value Rp100 per Share

Total Shares
Nominal Value (Rp)
50,000,000,000
5,000,000,000,000

%
100.00

6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
13,500,000,000
36,500,000,000

50.00
10.00
10.00
10.00
10.00
10.00
100.00
-

675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
1,350,000,000,000
3,650,000,000,000

The Company hereby conducts the Initial Public Offering at a maximum of 1,500,000,000 (one billion five hundred million)
Ordinary Registered Shares, at a nominal value of Rp100 (one hundred Rupiah) per share, which are offered to Public.
The entire shares are offered to the Public at the Offer Price of Rp ( Rupiah) per share, which has to be fully paid upon
submission of the SSF. The total value of the Initial Public Offering is Rp ( Rupiah).
EMPLOYEE STOCK ALLOCATION PROGRAM
Employee Stock Allocation (ESA) Program or the employee share allocation is a program of allocating fixed shares as
part of the Company's Initial Public Offering to employees who meet the qualifications of the Company
("ESA Participants ") provided that the Board of Directors, the Board of Commissioners and or major shareholders of the
Company are not permitted to participate in ESA programs.
Based on the Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan
Farmasi Sido Muncul No. 33 dated 18 September 2013 drawn up before Fatiah Helmi, SH., Notary in Jakarta,
Shareholders have agreed to allocate shares up to 10% (ten percent) of the Offered Shares, in the framework
of an ESA program with respect to the prevailing laws and regulations.

xii

If all the Offered Shares in the Company's public offering have been sold and the ESA program as described above has
been implemented, then the composition of the share capital and the shareholders of the Company before and after the
public offering on a proforma basis will be as follows:

Description
Authorized Capital
Shareholders:
Mrs. Desy Sulistio
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata
Hidajat
David Hidayat
Public
ESA
Issued and Paid-up
Capital
Shares in Portfolio

Nominal Value Rp100 per Share

Before Initial Public Offering
After Initial Public Offering
Total Shares
Nominal Value (Rp)
%
Total Shares
Nominal Value (Rp)
50,000,000,000
5,000,000,000,000
100.00 50,000,000,000
5,000,000,000,000

%
100.00

6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000

675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000

50.00
10.00
10.00
10.00

6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000

675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000

45.00
9.00
9.00
9.00

1,350,000,000
1,350,000,000
-

135,000,000,000
135,000,000,000
-

10.00
10.00
-

1,350,000,000
1,350,000,000
1,350,000,000
150,000,000

135,000,000,000
135,000,000,000
135,000,000,000
15,000,000,000

9.00
9.00
9.00
1.00

13,500,000,000
36,500,000,000

1,350,000,000,000
3,650,000,000,000

100.00
-

15,000,000,000
35,000,000,000

1,500,000,000,000
3,500,000,000,000

100.00
-

Simultaneously with the listing of new shares from the Initial Public Offering totalling 1,500,000,000 (one billion
five hundred million) Ordinary Registered Shares or 10% (ten percent) of the Issued and Paid-up Capital after the
Initial Public Offering, the Company, on behalf of the previous shareholders will list on the Stock Exchange a total
of 13,500,000,000 (thirteen billion five hundred million) Ordinary Registered Shares owned by the shareholders
prior to the Initial Public Offering. Therefore, the total shares to be listed by the Company on the IDX amounted to
15,000,000,000 (fifteen billion) shares, or 100% of the total issued and paid-up capital after this Initial Public
Offering.
3. USE OF PROCEEDS
Proceeds from the Initial Public Offering, net of issuance fees, will be used in its entirety as follows:
1. Approximately 56% will be used as working capital of the Company to increase the amount of inventory of
raw and auxiliary materials and finished goods of the Company and PT Muncul Mekar.
2. Approximately 42% will be used to fund the Companys investment activities as detailed below:
a. Approximately 55% will be used for the investment of the Company for the purchase of land and
buildings as well as the expansion of the Company's factory that is located in Semarang, including the
purchase of machinery to support production activities of Tolak Angin.
The Company plans to purchase a land approximately 10 Ha, in which the Company is currently in the
midst of negotiations with several parties to purchase the land, construct a new factory as well as
purchase of machinery.The Company does not have an affiliate relationship with the parties that
conduct the negotiations / transactions with the Company.
Construction of a new factory is expected to complete no later than 2016. Meanwhile, the machines that
will be purchased are expected to operate in 2014 and are expected to increase the production capacity
of Tolak Angin approximately by 100% in 2015.

xiii

b. Approximately 21% will be used for investment in subsidiary, namely PT Muncul Mekar for the purchase
a land approximately 18.000 m2 for construction of finished goods warehouse along with its supporting
facilities which is located in the district of Semarang
The investments will be conducted entirely through a capital increase to PT Muncul Mekar.
The purchase of land and construction of warehouse are expected to complete no later than 2016.
c. Approximately 24% will be used for investment in the Subsidiary,namely PT Semarang Herbal Indo
Plant, with regard to the purchase of extraction machineries and other supporting equipment such as
raw materials extraction machine to support the operations of the Company's raw materials
The machines that will be purchased are expected to operate in the end of 2014 and are expected to
increase the production capacity approximately by 300%. Currently, the Company is still in negotiation
with non-affiliated parties to purchase the machines as well as on the number of units of the machine to
be purcharsed.
The Company's investments will be conducted entirely through a capital increase in PT Semarang
Herbal Indo Plant.
3. Approximately 2% will be used to develop information technology and computerized systems for the
Company which is useful to optimize the Company's information technology systems.
Currently, the Company is still negotiating the purchase of the computerized information system with several
parties who have no affiliation with the Company. The development of information technology and
computerized systems are expected to be completed no later than 2016
After receiving the proceeds from the Public Offering, the Company will use the funds in accordance with the use
of proceeds as disclosed in the Prospectus. The targeted completion of the investment plan is expected to be
made no later than 2016.
If proceeds from this public offering are not sufficient for the use of proceeds, the Company will use bank loans
and / or third-party financial institutions.
Management believes that all funds raised can be absorbed according to plan the use of the funds that have
been determined by the Company.
The complete information regarding the Use of Proceeds from the Initial Public Offering is presented in Chapter II
of this Prospectus.
4. BUSINESS ACTIVITIES OF THE COMPANY
In accordance with Article 3 of the Companys last Articles of Association, by virtue of the Deed of Resolutions of
the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 53 dated 11 June
2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received approval from the Minister of
Justice and Human Rights under No. AHU-33406.AH.01.02.Year 2013 dated 20 June 2013 and was registered
in the Company Registry under No. AHU-0058325.AH.01.09.Year 2013 dated 20 June 2013, the scope of the
Companys business activities is to engage in herbal medicine and pharmaceutical industry, trade, ground
transportation, services and agriculture.

xiv

a. Production
The Company is committed to develop good herbal medicine (Jamu) manufacturing business by concentrating in
maintaining the quality of its products and being innovative in product developments.
The proper selection and usage of raw materials, in terms of type, amount and quality will produce good quality
of herbal medicine. To actualize this commitment, all plans to release new products are always preceded by
literature studies as well as intensive research concerning the safety and efficacy, as well as market sampling.
To guarantee the quality of its products, every production process starting from receiving the raw materials until
the products are delivered to the consumers are conducted under tight quality controls.
b. Marketing
As of the date of issuance of this Prospectus, the Companys marketing and distribution area coverage includes
Sumatera, Jawa, Kalimantan, Sulawesi, Bali, Nusa Tenggara, Maluku and Papua. The marketing and distribution
activities are conducted through a marketing network consisting of three marketing offices located in Tambun,
Surabaya and Semarang (three stock points) and approximately 100 selling agents.
5. COMPETITIVE ADVANTAGES
The Company is one of the large scale herbal medicine company in Indonesia, which together with its
Subsidiaries own production units in Central Java and wide distribution network accross Indonesia. The
Company has also exported its products to several countries.
The Companys competitive advantages, among others, are as follows:
1. The Company has 72 years of experience, focusing on herbal medicines, herbal food and drinks and natural
raw materials processing.
2. Based
on
Certificate
No.CPOTB.
008/CPOTB/02/3/XI/2000,
009/CPOTB/02/3/XI/2000,
010/CPOTB/02/3/XI/2000, 011/CPOTB/02/3/XI/2000 and 012 / CPOTB/02/3/XI/2000 given by the Director of
General Drug and Food Control, Ministry of Health and Social Welfare of Republic of Indonesia on
11 November 2000 and No. GMP certificate. 2181/CPOB/A/XI/00, 2182/CPOB/A/XI/00, 2183/CPOB/A/XI/00,
2184/CPOB/XI/00, which is given by the Director of General Drug and Food Control, Ministry of Health
Republic of Indonesia on 7 November 2000, the Company has a license as a traditional medicine and
pharmaceutical factory (CPOTB and GMP) that are environmentally friendly. The Company is the only
company that has a standard herbal pharmacy.The Company has its own raw material processing facilities
and 99% of the raw materials for herbal medicine are derived from Indonesia, in cooperation with
102 farmers groups since 1994.
3. The Companys main products have undergone research and obtained research certificate for the testing of
their safety and efficacy as a form of the Companys responsibility to the customers.
4. The Companys main products are market leaders with premium prices.
5. Main product of the Company is one of the market leader
6. The Company is an innovative and progressive company.
7. The Company has 108 local distributors that have been developed since 1972, some of which originated
from SME as well as distributors in several countries.
8. The Company has loyal, dedicated and experienced human resources in research development and
production relating to herbal medicines and herbal food & beverages industry.

xv

6. THE COMPANYS BUSINESS STRATEGIES

In the future, the Company plans to invest in, among others:
- The purchase of land and building and factory expansion
- Subsidiary, i.e. PT Muncul Mekar, with regard to the purchase of land and warehouse construction.
- Subsidiary, i.e, PT Semarang Herbal Indo Plant, with regard to the purchase of machineries.
- The development of information techology system and computerization in the Company.
The Company takes these steps to support the Companys growing increase and operational activities.
In the future, the Company plans to increase the sales of the following products: tolak angin, coffee and milk
and alang sari.
7. DIVIDEND POLICY
With due consideration to the Companys financial condition from time to time and without prejudice to the rights
of the Companys General Meeting of Shareholders to decide otherwise in accordance with the Companys
Articles of Association and with due consideration to the prevailing laws and regulations, the Company plans to
distribute cash dividend to all shareholders at least once a year at a minimum amount of 20% (twenty percent) of
the Companys profit for the year, commencing on the 2013 fiscal year. The determination of time, amount and
nature of the dividend distribution will depend on the recommendations from the Companys Directors, however
there is no guarantee that the Company will be able to distribute dividends whether in the current or future years.
The Companys Directors decision to recommend dividend distribution will be dependent on:
a. The Companys operational result and cash flow;
b. The estimated financial performance and working capital requirements of the Company;
c. The Companys business prospects in the future;
d. The Companys capital expenditures and other investment plans;
e. Investment planning and other growth; and
f. Business and economic condition in general and other factors that are considered relevant by the
Companys Directors and restrictions on dividend distributions in accordance with the relevant agreements.
There is no negative covenant prohibiting the Company from distributing dividend to the shareholders.
If the dividend distribution has been decided, the said dividends will be paid in Rupiah to the Shareholders on the
listing date at the full amount of approved dividend and will be subject to withholding tax prevailing in Indonesia.
Dividends received by foreign Shareholders will be subject to withholding tax regulations prevailing in Indonesia,
which currently is at 20%.
The Companys policy concerning dividend distribution will be determined by the Shareholders in the Annual
General Meeting of Shareholders, which convenes annually.
The complete information regarding dividend policy is included in Chapter XII of this Prospectus.

xvi

8. BUSINESS RISKS
Prospective investors should carefully consider the following risk factors as well as other information contained in
this Offering before investing in the Companys Shares. The risks described below are not the only risks that may
affect the Companys Shares. Certain risks not presently known to the Company or not presently considered
material may also affect the Companys business, cash flow, operational result, financial performance or
business prospects. In addition, investment over shares of companies in developing countries such as Indonesia
contains risks which may differ from investment over shares of companies in other developed countries. In the
event of changes to the global economic, social and political condition, there is a possibility that the price of the
Companys Shares in the stock exchange may decline and investors may face potential loss in their investment.
The risks described below are risks that are considered material by the Company and Subsidiaries have been
prepared based on their materiality and exposures to the Company and Subsidiaries financial performance.
A. Business Risks Relating to Operational Activities
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

Risk of Fluctuation in Raw Material Prices as a result of Force of Nature.

Risk of Dependency on Senior Management Team.
Risk of Business Competition.
Risk of Distribution Network and Supply Chain.
Risk of Ineffective Marketing Campaign of the Companys Products.
Risk of Defects in Machineries and Equipment.
Risk of Defected Products and Product Recalls from the Market.
Risk of Human Resources.
Risk of Labor Strikes.
Risk of Natural Disasters and Fire.

B. Business Risks Relating to Conditions in Indonesia

1. Risk of Changes in the Governments Policy or Regulations.
2. Rupiah Exchange Rate Fluctuations may Adversely Affect the Companys Financial Performance and
Investments.
3. Social, Economic, Political and Security Condition.
C. Risks Associated with Investment in the Companys Shares
1.
2.
3.
4.
5.
6.
7.

Risks associated with the limited number of shares offered in the Public Offering.
Risks associated with share price fluctuation.
Risks associated with the capital market in Indonesia.
Risks associated with the limitations of non-controlling interest.
Risks associated with dilution.
Risks associated with the Companys ability to distribute dividends in the future.
Risks associated with transactions with conflict of interest.

xvii

9. LEGAL PROCEEDINGS ENCOUNTERED BY THE COMPANY

As of the date of issuance of this Prospectus, the Company is neither currently nor have ever been involved in civil code
lawsuits and/or other disputes in front of the court of law, the Indonesian National Board of Arbitration, or administrative
dispute with the authorized government agencies, or commercial court, or tax court, which may have material adverse
effect to the Companys position, role and/or going concern, nor have the Company ever been declared bankrupt.
10. DESCRIPTION OF THE SUBSIDIARIES
The Company owns two Subsidiaries as follows:
No. Company Name

1.

PT Semarang
Herbal Indo Plant

PT Muncul Mekar

Business Activities

Industry, Trade, Ground

Transportation, Service,
Agriculture
Trade, Ground
Transportation,
Agriculture

Percentage
of
Ownership
99.99%

Year of
Investment

Operational
Status

2012

Active

99.99%

2012

Active

11. KEY FINANCIAL HIGHLIGHTS

Presented below are the Companys key financial highlights which are derived from and/or calculated based on
the Companys financial statements for the seven-months period ended 31 July 2013 and for the years ended
31 December 2012, 2011, 2010, 2009 and 2008.
Presented below are the Companys key financial highlights which are derived from and/or calculated based on
the Companys financial statements for the seven-months period ended 31 July 2013 and for the years ended
31 December 2012, 2011, 2010, 2009 and 2008
The Companys Consolidated Financial Statements for the seven-months period ended 31 July 2013 and for the
years ended 31 December 2012, 2011 and 2010, which is entirely presented in this Prospectus, were audited by
Public Accountant Firm Tanubrata, Sutanto, Fahmi & Partners (a member firm of BDO International Limited) by
Indra Sri Widodo SE, Ak, CPA whose report dated 28 October 2013 expressed an unqualified opinion, with
paragraphs anything else, Tanubrata Public Accounting Firm, Sutanto, Fahmi & Partners (a member firm of BDO
International Limited) signed by Indra Sri Widodo SE, Ak, CPA, has previously published the Independent
Auditor's Report No. 771/4-S114/ISW-3/07.13 dated 26 September 2013 on the consolidated financial
statements of the Company and its Subsidiaries for the seven month period ended 31 July 2013 and the years
ended 31 December 2012, 2011 and 2010. In connection with the Company's investment disbursement plan and
its Subsidiaries as disclosed in Notes 10, 46 and 47 of the consolidated financial statements, the Company's
consolidated financial statements republish the above with accompanying changes and additional disclosures in
the notes to the consolidated financial statements. Public Accounting Firm Tanubrata, Sutanto, Fahmi & Partners
(a member firm of BDO International Limited) has also published the Independent Auditor's Report No. 793/4S114/ISW-3/07.13/R dated 23 October 2013 consolidated financial statements of the Company and its
Subsidiaries for the seven month period ended July 31, 2013 and the year ended 31 December 2012, 2011 and
2010. In connection with the planned initial public offering of the Company as disclosed in Note 47

xviii

to consolidated financial statements, the Company's consolidated financial statements republish the above with
accompanying changes and additional disclosures in the notes to the consolidated financial statements.
The Companys Consolidated Financial Statements for the seven months period ended 31 July 2013 have been
reviewed Tanubrata public accounting firm, Sutanto, Fahmi & Partners (a member firm of BDO International
Limited) by Indra Sri Widodo SE, Ak, CPA, whose report dated 28 October 2013 and found no indication of the
need for modifications to the consolidated financial statements for the seven month period ended 31 July 2013
The reports are published in order to be included in the prospectus in accordance with the initial public offering of
the Company on Indonesia Stock Exchange, as described in Note 46.5 to the consolidated financial statements
attached, and are not intended and are not allowed to be used for other purposes.
Whereas the Companys financial statements for the years ended 31 December 2009 and 2008 were audited by
Public Accountant Firm Hadori Sugiarto Adi & Rekan, which in its reports dated 4 January 2013 and 9 January
2013, respectively, expressed an unqualified opinion.
Financial information as of and for the years ended 31 December 2009 and 2008 are presented in the
Prospectus, however the aforementioned financial statements as of and for the year ended 31 December 2009
and 2008 are not an integral part of the Prospectus and are not included in the Registration Statement. Several
accounts in the Statements of Financial Position as of 31 December 2009 and 2008 were reclassified to conform
to the presentation of Statements of Financial Position as of 31 December 2012.
Summary of Consolidated Statements of Financial Position
Description
Total Assets
Total Liabilities
Total Equity

31 July
2013
1,908,539
326,189
1,582,350

2012
2,150,999
846,348
1,304,651

31 December
2011
2010
1,168,658
890,202
633,314
543,793
535,344
346,409

(in Millions of Rupiah)

2009
604,472
429,566
174,906

2008
556,433
496,651
59,822

Summary of Consolidated Statements of Comprehensive Income

Description

(in Millions of Rupiah)

For the Three-Months

Period Ended 31 July
2013
20121
1,393,186
1,344,438
(833,397)
(819,753)
559,789
524,685
(200,839)
(222,548)
(67,285)
(50,619)

For the Year Ended 31 December

2012
2011
2010
20092
20082
Sales
2,391,667
2,198,273
1,866,538
1,325,563
1,041,134
Cost of Goods Sold
(1,471,020) (1,320,584) (1,180,604) (1,017,829)
(834,807)
Gross Profit
920,647
877,689
685,934
307,734
206,327
Selling and Marketing Expenses
(336,690)
(337,612)
(218,599)
(129,689)
(143,078)
General and Administrative
(79,604)
(101,128)
(132,263)
(43,220)
(35,609)
Expenses
Other Finance Income
2,094
3,235
5,905
11,215
6,653
26,156
1,776
Other Finance Cost
(8,649)
(613)
(708)
(606)
(3,875)
(27,545)
(17,836)
Other Income
38,247
4,928
6,628
7,754
5,694
Other Expense
(43,532)
(4,433)
(2,557)
(2,268)
(4,353)
Profit before Income Tax
279,828
254,635
513,621
455,044
339,191
133,436
11,580
Income Tax Expenses
(77,613)
(63,683)
(126,083)
(115,109)
(102,022)
(38,351)
(771)
Other Comprehensive Income
5,784
Comprehensive Income for
the Year (Net of Tax)
207,999
190,952
387,538
339,935
237,169
95,085
10,809
Note:
1 Unaudited.
2 Given Financial Highlights presented by comparison to 2008, the figures for the 2009 financial year and 2008 is the proforma
consolidated in 2009 and 2008 are derived from the financial statements of 2009 and 2008 which have been audited by Public Accountant
Hadori Sugiarto Adi & Partners which at that time MM and SHIP financial statements are not consolidated in the financial statements of
the Company.

xix

This page is left blank intentionally

xx

I.

INITIAL PUBLIC OFFERING

The Company hereby conducts the Initial Public Offering at a maximum of 1,500,000,000 (one billion five hundred million) Ordinary
Registered Shares, at a nominal value of Rp100 (one hundred Rupiah) per share, which are offered to Public at an Offer Price of Rp
( Rupiah) per share, which has to be fully paid upon submission of the SSF. The total value of the Initial Public Offering is Rp
( Rupiah).
Ordinary Registered Shares offered with regard to this Initial Public Offering consist entirely of New Shares from the
Companys portfolio. The Shares will provide their holders with equal and similar rights in all respect with the holders of the
Companys existing issued and fully paid-up shares, including, among others, the rights to receive dividend distributions.
The entire Offered Shares will be listed on the Indonesia Stock Exchange.
Based on Deed No. 33 dated 18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, the Company will
implement the ESA program by allocating shares up to 10% (ten percent) of the number of Offered Shares, taking into
account the legislation in force.
The Joint Lead Underwriters and the Underwriters guarantee the entire share offering in Full Commitment in accordance
with their respective underwriting portion.

PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk

Line of Business:
Engaged in Traditional Medicine and Pharmaceutical Industry Business
Domiciled in Semarang, Indonesia
Head Office:
Menara Suara Merdeka Building, 16th Floor
Jl Pandanaran No.30
Semarang 50134, Indonesia
Phone: (+6224) 7692-8811
Fax: (+6224) 7692-8815
E-mail: simuncul@indosat.net.id
Website: www.sidomuncul.com
Factory:
Jl Soekarno Hatta km 28
Bergas Subdistrict, Klepu
Semarang, Indonesia
Phone: (+62 298) 523-515
Fax: (+62 298) 523-509
THE PRIMARY RISK FACED BY THE COMPANY IS THE RISK OF FLUCTUATION IN RAW MATERIAL PRICES DUE
TO FORCES OF NATURE. THE COMPLETE RISKS FACED BY THE COMPANY ARE DETAILED IN CHAPTER VI OF
THIS PROSPECTUS.
THE RISK RELATING TO THE OWNERSHIP OF THE COMPANYS SHARES IS THE ILLIQUIDITY OF THE SHARES
OFFERED IN THIS INITIAL PUBLIC OF OFFERING DUE TO THE LIMITED SHARES OFFERED TO PUBLIC. THERE IS
A POSSIBILITY THE SHARES TRADED ON THE IDX MAY BE ILLIQUID. THEREFORE, THE COMPANY IS UNABLE
TO PREDICT WHETHER THERE WILL BE AN ACTIVE MARKET OR WHETHER THE LIQUIDITY OF THE SHARES
WILL BE MAINTAINED.

The Company was established by virtue of Deed No. 21 dated 18 March 1975, drawn up before Kahirman
Gondodiwirjo, SH, Notary in Semarang, the aforementioned deed has received formalization from the Minister of
Justice of the Republic of Indonesia by virtue of Decree of the Minister of Justice of the Republic of Indonesia
No. Y.A.5/84/16 dated 30 January 1981 and was registered in the general registry at the Secretariat of
Semarang District Court under No. 28/2000/11 dated 28 February 2000, and was announced in the SGRI No. 39
dated 16 May 2000, SSGRI No. 2240/2000.
The main scope of the Companys business activities is to engage in pharmaceutical and herbal medicine
industry, general trading, ground transportation, services and agriculture.
The Companys Articles of Association has been amended several time and was last amended by the Deed of
Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 33
dated 18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, whereby the shareholders
agreed to change the Companys status from Private Limited Liability Company to Public Limited Liability
Company, regarding the reaffirmation of the status of the company became a publicly listed company, approved
the allocation of shares as much as 10% of total issuance of new shares under the Employee Stock Alocation
(ESA) and the change of article 4, paragraph 1 of the Articles of Association and has received approval from the
Minister of Justice and Human Rights under No. AHU-49556.AH.01.02.Year 2013 dated 24 September 2013 and
was registered in the Company Registry under No. AHU-0089234.AH.01.09.Year 2013 dated 24 September
2013 and notification of amendments have been received and recorded in the database of Legal Administration
of the Ministry of Justice and Human Rights as stated in its letter No. AHU-AH.01.10-41 201 dated 9 October,
2013 regarding Acceptance Notification on the amendment to the Articles of Association and has received
formalization from the Minister of Justice and Human Rights No. AHU-0092498.AH.01.09. Year 2013 dated
9 October 2013 regarding the reaffirmation of the status of the company to be a publicly listed company,
approved the allocation of shares up to 10% of total issuance of new shares under the Employee Stock program
(ESA) and changes to article 4, paragraph 1 of the Articles of Association.
The Companys capital and shareholding structure as of the date of issuance of this Prospectus are as follows:
Description
Authorized Capital
Shareholders:
Mrs. Jd. Desy Sulistio Hidajat
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio

Nominal Value Rp100 per Share

Total Shares
Nominal Value (Rp)
50,000,000,000
5,000,000,000,000

%
100.00

6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
13,500,000,000
36,500,000,000

50.00
10.00
10.00
10.00
10.00
10.00
100.00
-

675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
1,350,000,000,000
3,650,000,000,000

EMPLOYEE STOCK ALLOCATION PROGRAM

Employee Stock Allocation (ESA) Program or the employee share allocation is a program of allocating fixed shares as
part of the Company's Initial Public Offering to employees who meet the qualifications of the Company
("ESA Participants ") provided that the Board of Directors, the Board of Commissioners and or major shareholders of the
Company are not permitted to participate in ESA programs.
Based on the Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan
Farmasi Sido Muncul No. 33 dated 18 September 2013 drawn up before Fatiah Helmi, SH., Notary in Jakarta,
Shareholders have agreed to allocate shares up to 10% (ten percent) of the Offered Shares, in the framework of
an ESA program with respect to laws and regulations applicable.
The main objectives of the ESA is so that the Company's employees have a sense of belonging and is expected
to increase employees motivation and productivity, which in turn will improve the overall performance of the
Companyas an encouragement to increase the corporate value for all stakeholders of the Company.
ESA program is implemented in accordance with Bapepam Regulation No. IX.A.7 about Subscription and
Allotment of Securities in a Public Offering.
ESA Participant:
Employees entitled to participate in the ESA program are those who meet the following participation requirements:
1. Being permanent employees and are still actively working as of 31 July 2013
2. Employees are not being borne out in a leave status
3. ESA participant does not include the Board of Directors and Board of Commissioners
4. ESA participant having a minimum 15 years period of employment
5. ESA participant are not subject to any administrative sanctions
Under the ESA Program, the Company will allocate Reward Shares and Fixed Allotment Shares for eligible ESA
Participants according to the requirements determined by the Company. The Fixed Allotment Shares that will be given to
the ESA Participant is not mandatory by nature, thus, the remaining unsubscribed ESA shares will be offered to The
Public.
1. Reward Shares
Reward Shares are shares allocated to 620 employees, free of charge by the Company, that have complied with the
criteria and requirement of the company with total maximum shares allocated of 0.2% shares from total ESA stock
allocation. Reward Shares will be locked-up for 24 (twenty four) months, calculated as of the listing date of the
Companys shares at the Indonesian Stock Exchange, under the condition if the ESA Participant resigns or is subject
to administrative sanctions during the lock-up period, the rights over the Reward Shares will be given to other
employees that have complied with the criteria, pursuant to decision of Board of Directors. The Reward Shares at
given to the Participants at the same price as the offer price to the public. Any cost related with allocation of reward
shares will be borne by the company.
2. Fixed Allotment Shares
Fixed Allotment Shares are shares allocated to employees with total maximum of 99.8% shares from total ESA stock
allocation. The ESA Participants may subscribe Fixed Allotment Shares at the offer price according to total allocation
received by the Participant, with full payment based on the offer price. The ESA participants subscribe to the Fixed
Allotment Shares at the same price as the offer price to the public. Any cost related with allocation of fixed allotment
shares will be borne by the company.

Person In Charge for ESA Program

Person in charge for ESA Program are the Directors under the supervision of the Board of Commissioners and will be
reported in the AGM.
The rights of Participation in the ESA program may be terminated if:
1. The employees resign from the Company within the lock-up period, except if such employees are retired.
2. The participants are involved in criminal acts during the lock-up period.
3. The participants return the right to participate in the ESA program to the Company on voluntary basis.
In the event that there are shares under ESA program that are not fully allocated due to elimination of employee
entitlement, the Company retains the right to determine other ESA participants.
There are no additional costs to be borne by the employees who are entitled for the ESA program. The ESA program will
be implemented and reported in accordance with the provisions of the prevailaing laws and regulations.
Upon sale of the entire shares offered in the Initial Public Offering, the Companys capital and shareholding
structure before and after the Initial Public Offering will be as follows:
Description
Authorized Capital
Shareholders:
Mrs. Jd. Desy
Sulistio Hidajat
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata
Hidajat
David Hidayat
Public
ESA
Issued and Paid-up
Capital
Shares in Portfolio

Nominal Value Rp100 per Share

Before Initial Public Offering
After Initial Public Offering
Total Shares
Nominal Value (Rp)
%
Total Shares Nominal Value (Rp)
50,000,000,000
5,000,000,000,000
100.00 50,000,000,000
5,000,000,000,000

%
100.00

6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000

675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000

50.00
10.00
10.00
10.00

6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000

675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000

45.00
9.00
9.00
9.00

1,350,000,000
1,350,000,000
-

135,000,000,000
135,000,000,000
-

10.00
10.00
-

1,350,000,000
1,350,000,000
1,350,000,000
150,000,000

135,000,000,000
135,000,000,000
135,000,000,000
15,000,000,000

9.00
9.00
9.00
1.00

13,500,000,000
36,500,000,000

1,350,000,000,000
3,650,000,000,000

100.00
-

15,000,000,000
35,000,000,000

1,500,000,000,000
3,500,000,000,000

100.00
-

Simultaneously with the listing of new shares in the Initial Public Offering totalling 1,500,000,000 (one billion five
hundred million) Ordinary Registered Shares or 10% (ten percent) of the Issued and Paid-up Capital after the
Initial Public Offering, the Company, on behalf of the previous shareholders will list on the Stock Exchange a total
of 13,500,000,000 (thirteen billion five hundred million) Ordinary Registered Shares owned by the shareholders
prior to the Initial Public Offering. Therefore, the total shares to be listed by the Company on the IDX amounted to
15,000,000,000 (fifteen billion) shares, or 100% of the total issued and paid-up capital after this Initial Public
Offering.

EFFECTIVE STATEMENT AND LISTING OF THE COMPANYS SHARES ON THE IDX

The Company will register a total of 1,500,000,000 (one billion five hundred million) ordinary registered shares on
the IDX. The total shares to be registered on the IDX equals to the entire or 100% (one hundred percent) of the
Companys shares which have, and will be issued and paid-up after the Initial Public Offering.
The offered shares in this Initial Public Offering are to be registered on the IDX in accordance with the
Preliminary Securities Registration Agreement entered into between the Company and IDX on 24 July 2013,
subject to the satisfaction of the registration requirements as determined by the IDX, among others concerning
the number of individual and institutional Shareholders at IDX and each Shareholder holding at least 1 (one) unit
of share. In the event that the share registration requirements are not met, the Initial Public Offering is null and
voidby law and the subscription fund received shall be returned to the subscribers in accordance with the
provisions of the Capital Market Law.
Ny. Desi Sulistio, Irwan hidayat, Sofyan Hidayat, Johan Hidayat, Ny. Sandra Linata Hidajat and David Hidayat
(the founders) either severally or jointly will not sell their shares more than 9% of the Company paid up capital
after the public offering for the period of 6 (six) months from the date listed on IDX.
THE COMPANY HAS NO INTENTION TO ISSUE OR REGISTER NEW SHARES AND OR OTHER
SECURITIES CONVERTIBLE TO SHARES DURING THE PERIOD OF 12 (TWELVE) MONTHS FOLLOWING
THE EFFECTIVE DATE THE REGISTRATION STATEMENT.

II.

USE OF PROCEEDS

Proceeds from the Initial Public Offering, net of issuance fees, will be used in its entirety as follows:
1. Approximately 56% will be used as working capital of the Company to increase the amount of inventory of
raw and auxiliary materials and finished goods of the Company and PT Muncul Mekar.
2. Approximately 42% will be used to fund the Companys investment activities as detailed below:
a. Approximately 55% will be used for the investment of the Company for the purchase of land and
buildings as well as the expansion of the Company's factory that is located in Semarang, including the
purchase of machinery to support production activities of Tolak Angin.
The Company plans to purchase a land approximately 10 Ha, in which the Company is currently in the
midst of negotiations with several parties to purchase the land, construct a new factory as well as
purchase of machinery.The Company does not have an affiliate relationship with the parties that
conduct the negotiations / transactions with the Company.
Construction of a new factory is expected to complete no later than 2016. Meanwhile, the machines that
will be purchased are expected to operate in 2014 and are expected to increase the production capacity
of Tolak Angin approximately by 100% in 2015.
b. Approximately 21% will be used for investment in subsidiary, namely PT Muncul Mekar for the purchase
a land approximately 18.000 m2 for construction of finished goods warehouse along with its supporting
facilities which is located in the district of Semarang
The investments will be conducted entirely through a capital increase to PT Muncul Mekar.
The purchase of land and construction of warehouse are expected to complete no later than 2016.
c. Approximately 24% will be used for investment in the Subsidiary, namely PT Semarang Herbal Indo
Plant, with regard to the purchase of extraction machineries and other supporting equipment such as
raw materials extraction machine to support the operations of the Company's raw materials
The machines that will be purchased are expected to operate in the end of 2014 and are expected to
increase the production capacity approximately by 300%. Currently, the Company is still in negotiation
with non-affiliated parties to purchase the machines as well as on the number of units of the machine to
be purcharsed.
The Company's investments will be conducted entirely through a capital increase in PT Semarang
Herbal Indo Plant.
3. Approximately 2% will be used to develop information technology and computerized systems for the
Company which is useful to optimize the Company's information technology systems.
Currently, the Company is still negotiating the purchase of the computerized information system with several
parties who have no affiliation with the Company. The development of information technology and
computerized systems are expected to be completed no later than 2016
After receiving the proceeds from the Public Offering, the Company will use the funds in accordance with the use
of proceeds as disclosed in the Prospectus. The targeted completion of the investment plan is expected to be
made no later than in 2016.

If proceeds from this public offering are not sufficient for the use of proceeds, the Company will use bank loans
and / or third-party financial institutions.
Management believes that all funds raised can be absorbed according to plan the use of the funds that have
been determined by the Company.
The Companys management represent that all the use of proceeds from the Initial Public Offering shall conform
to the prevailing laws and regulations. The Company shall submit an accountability report on the realization
of the proceeds from the Public Offering on a periodical basis to the shareholders in the GMS and report to OJK
on a quarterly basis in accordance with Rule No. X.K.4. Annex to the Decree of Chairman of Bapepam and LK
No. Kep-27/PM/2003 dated 17 July 2003, about the Report of the Use of Proceeds from Public Offering
(hereinafter referred to as Rule No. IX.K.4).The Company is also required to report the actualization of the use
of proceeds from this Public Offering on a periodical basis to the IDX, as set forth in Rule No. I-E Annex to the
Decree of PT Bursa Efek Jakarta Board of Directors No. Kep-306/BEJ/07-2004 regarding Obligation
on Information Submission.
The use of proceeds from this Initial Public Offering will be conducted in conformity with the prevailing Capital
Market Law.
If, at any time hereafter the Company intends to change the planned use of proceeds from this Initial Public
Offering, the Company shall report such plan to the OJK, stating the reason and consideration for such change
after first obtaining the approval of the GMS.
Pursuant to the Circular Letter that issued by Bapepam and LK No. SE-05/BL/2006 dated 29 September 2006
on Disclosure of Information on Costs Incurred in an Initial Public Offering, the estimated cost incurred by the
Company in this Initial Public Offering is approximately % of the total proceeds from the Initial Public Offering,
which includes:
x

x
x

Underwriters Fee totaling %, which consists of:

o Management fee of %
o Underwriting fee of %, and
o Selling fee of %
Capital Market Supporting Professionals Fee totaling %, which consists of:
o Public Accountant %
o Legal Consultant %
o Notary %, and
o Appraiser %
Other Consultants Fee %
Capital Market Supporting Institutions Fee totaling %, which consists of :
o Shares Administration Bureau of %, and
o Indonesia Stock Exchange %, and KSEI %
Other costs (among others: printing, advertisements and photocopy) %

In the event that the use of proceeds constitutes a material transaction and/or affiliated transaction
or transactions with conflict of interests, the Company, in its conduct, will adhere to the provisions set forth in
Rule No. IX.E.2 Annex to the Decree of Chairman of Bapepam and LK No. IX.E.2 dated 28 November 2011 on
Material Transactions and Change Core Business (hereinafter referred to as "Regulation. IX.E.2) and / or
Bapepam-LK. IX.E.1, Attachment and the Decision of the Chairman of Bapepam LK. Kep-412/BL/2009 dated
25 November 2009 on Affiliate Transactions and Conflict of Interest Transactions (hereinafter referred to as
"Regulation. IX.E.1). The Company is also required to report the use of proceeds from the Public Offering
periodically to the Stock Exchange as defined in Regulation No.1-E Decision of the Board of Directors Appendix
IE Jakarta Stock Exchange No: Kep-306/BEJ/07-2004 About requirement to Submit Information.

III.

INDEBTEDNESS

Information on liabilities as of 31 July 2013 presented below are based on the Companys financial statements
for the 7 (seven) months period ended 31 July 2013, audited by Public Accountant Firm Tanubrata, Sutanto,
Fahmi & Rekan (a member firm of BDO International Limited), signed by Indra Sri Wwidodo SE, Ak, CPA, which
expressed an unqualified opinion in its report dated 28 October 2013. As of 31 July 2013, the Companys total
liabilities amounted to Rp326,189 million with the following details:
(in millions of Rupiah)
Total

Description
LIABILITIES
Current Liabilities
Current Bank Loans
Trade Payables
Third Parties
Related Parties
Other Payables
Other Current Liabilities
Related Parties
Taxes Payable
Corporate Income Tax
Other Taxes
Accrued Expenses
Advance Received
Total Current Liabilities
Non-Current Liabilities
Employee Benefit Obligations
Total Non-Current Liabilities
TOTAL LIABILITIES

112,339
110,740
15,095
21,537
18,082
32,210
11,590
1,846
694
324,133
2,056
2,056
326,189

1. Current Bank Loans

This account consists of:

(in millions of Rupiah)

Description

Total

PT Bank Central Asia Tbk

Time loan revolving
Bank statement loan
PT Bank Ekonomi Raharja Tbk
Time loan payment
Bank statement loan
Total

70,000
42,339
112,339

PT Bank Central Asia Tbk

On 28 September 2010, the Company obtained a loan facility from PT Bank Central Asia Tbk as stated in the
Credit Agreement number 616/353/KRD/SMG/10 and the Credit Agreement No. 10 dated 16 November 2007, in
which both agreements are combined and expressed back through Deed of Amendment and Restatement of
Credit Agreement No. 150 dated 16 March 2012 as amended through Amendment to Credit Agreement No. 138
dated 21 December 2012 and No. 86 dated 18 January 2013 and No.14 dated 6 February 2013.

The loan facility consists of:

a.
b.
c.

Local Credit Facility (Current Account) with a maximum limit of Rp200,000 million which is valid
until 16 November 2013 with interest rate of 8.5% per year.
Omnibus Facility Letter of Credit (L/C), which consists of Sight L/C and Usance L/C with
a maximum limit of Rp20,000 million which is valid until 16 November 2013 the Commission L/C
0.2% p.a calculated from the value L/C issued and Acceptance Commission of 0.6% p.a.
Time Loan Revolving facility with a maximum limit of Rp300,000 million which is valid up to
21December 2013 with interest rate of 8.5% per year.

On December 31, 2012, the maximum Time Loan Revolving facility has been withdrawn and is still outstanding.
Collateral for the credit facility include, among others:
1. Three plots of land on Highway Kaligawe KM 3, Semarang, Central Java, registered under the name of
Sulistio Hidayat Desy, Irwan Hidayat, Jonatha Sofyan Hidayat, Johan Hidayat, Sandra Linata Hidayat
and Rudy (David) Hidayat.
2. A plot of land in Jalan Raya No. Cipete. 81, South Jakarta, DKI Jakarta, registered under the name of
Irwan Hidayat.
3. A plot of land in Jalan Raya No. Cipete. 78, South Jakarta, DKI Jakarta, registered under the name of
Desy Lady Sulistio Hidayat.
4. A plot of land in Jalan Desa Benoa, Kuta, Badung, Bali,registered under the name of PT Hotel Candi
Baru.
5. A plot of land in the Village Bergas Kidul, Semarang, is registered under the name of PT Industri Jamu
dan Farmasi Sido Muncul.
6. Five plots of land in Muktiharjo, Semarang, registered under the name of PT Industri Jamu dan Farmasi
Sido Muncul.
7. Fifteen plots of land in the Kelurahan Diwak and Kelurahan Bergas Kidul, Semarang,registered under
the name of Herbal Medicine and Pharmaceutical Industry PT Muncul Mekar.
8. A plot of land in Kelurahan Bergas Kidul, Semarang, registered under the name of PT Industri Jamu dan
Farmasi Sido Muncul.
9. Machinery tools and equipment in the Village Ngempon, Bergas Kidul, Semarang.
As long as the loan has not been repaid, the Company is not allowed to distribute dividends to the shareholders
(if the Company's financial condition does not meet the required financial covenant ). This provision is no longer
applicable if the Company becomes Public Listed.
On July 31, 2013, the Local Credit Facility (Bank Statement) with a maximum limit of Rp200,000 million, the
balance of unused Credit Facilities amounted to Rp157,661 million. This credit facility bears interest rate of 8.5%
per annum to be paid on the 1st of each month and will mature on November 16, 2013.
On July 31, 2013, the Company has withdrawn Rp70,000 million from the Time Revolving Loan Facility with a
maximum limit of Rp300,000 million. This credit facility will be paid no later than December 19, 2013 and will
mature on December 21, 2013.
On July 31, 2013, the Company has not used Omnibus Letter of Credit (L/C) facility, which consists of Sight L/C
and Usance L/C with a maximum limit of Rp20,000 million. Omnibus L/C facility will mature on November 16,
2013.

Commitments that shall be performed by the Company are as follows:

a. All credit facilities of the Company on joint borrower, cross default and cross collateral with all HCB facilities
and this condition may be revoked after the entire HCB facility has been repaid;
b. The MM and SHIP stock purchase transactions and the increase the Company's paid-in capitalof at least
Rp. 800,000 million should be reflected in the Audited Financial Statements of the Company in 2012;
c. A minimum of 99% shares in SHIP and MM must be owned by the Company;
d. The Company shall retain a majority shareholding by the Hidayat family, a minimum of 75% (seventy five
percent) either directly or indirectly;
e. Most of the financial activities of the Company shall be performed by BCA;
f. The Company shall subordinate the shareholders / affiliates loans (both existing and future loans) against
the loans in BCA;
g. The Company must insure the collateral on the insurance carrier that can be accepted by BCA with
a minimum of property all risk including force majeure with Bankers Clause of BCA;
h. The Company shall maintain the financial covenants in the Company's quarterly financial statements, as
follows:
x Current Ratio at a minimum of 1.5 x (Definition of Current Assets and Current Liabilities in accordance
with the Audited Financial Statements);
x Debt/Equity Ratio at a maximum of 2x;
x EBITDA (Interest + Installment) at a minimum of 2,5x;
x Mandatory submission:
- Audited Financial Statements for the years 2010 and 2011 that were audited by the independent
accounting firm acceptable to BCA no later than March 31, 2013;
- Audited Financial Statements for the year 2012 onwards (parent company version and consolidated
version) no later than 180 (one hundred eighty) calendar days after the closing date;
- Quarterly internal financial statements no later than 90 (ninety) calendar days from the reporting
date;
- Appraisal report made by an Independent Appraisal acceptable to BCA at least every 2 years.
Contigencies that shall not be performed by the Company are as follows:
a. Obtain additional loans from banks or other financial institutions, and bind themselves as the party /
guarantor inany form and names;
b. Sell, lease or mortgage immovable principal or principal assets that are being used to run the business;
c. Transfer all patent brands, goodwill owned directly and indirectly;
d. Distribute dividends payment to shareholders (this clause is not valid if the Company has conducted IPO);
e. Provide loan to others (outside the business group), except to run the day-to-day business;
f. Perfrom transactions with someone or a certrain party including but not limited to its affiliated companies in
different ways or outside the normal practices and norms;
g. Invest, involve or open a new business in addition to its existing business;
h. Consolidation, dissolution, merger, acquisition or liquidation;
i. Change the legal status and articles of association.
The Credit Facility Letter (SPPK) No. 10037/GBK/2013 dated 30 January, 2013 issued by BCA, stated that the
change in legal status to a public company has been approved and also BCA waived the restriction on dividend
distribution.

10

PT Bank Ekonomi Raharja Tbk

Based on Notarial Deed Mrs. Angelique Tedjajuwana, S.H., No. 31 dated February 19, 1997, the Company
obtained a short-term bank loans of PT Bank Ekonomi Raharja Tbk form of Acceptance Loan facility.
The agreement has been amended several times, most recently by recognition Debt Conversion Agreement
No. 3 dated September 1, 2004 by Notary S.Y. Judiastuti, S.H., and amended by letter of credit Extension
Amendment of PT Bank Ekonomi Raharja Tbk, Number: 80100096/PRK-PA dated February 19, 2009,
Acceptance Loan (PA) facilities with a ceiling of Rp4,500 Loan and Bank Statement Loan (PRK) facility of
Rp500 from February 19, 2009 to February 19, 2010. The loan bears interest at 9.75% per annum.
1. Trade Payables
Trade payables mainly consists of payables for the purchase of raw materials and finished goods from
several domestic and international suppliers, purchases of goods, advertising and promotion services and
other services. The Companys trade payables as of 31 July 2013 are as follows:
(in millions of Rupiah)
Total

Description
Third Parties
PT DNP Indonesia
PT Indesso Niagatama
PT Hokiwan Farma
PT Nutrasweet Indonesia
PT Artha Manis Abadi
Bejo Iskandar (Ody Karya)
Naturoz
PT Mane Indonesia
PT Dian Cipta Perkasa
PT Menjangan Sakti
PT Ekacitta Dian Perkasa
Rachmad
PT Karsavicta Satya
Yanuar Susanto
CV Bhakti Pratama
Samudra Montaz
Grand Multi Chemical
Signa Husada
Lili
CV Tani Kawan Lama
PT Nusa Indah
CV Surya Kencana
Mitra Kimia Guna Serasi
PT Madu Sumbawa Asli
Armananta Eka Putra
Damai Rukun Bersama
Hendriyanto
PT Lautan Luas
Mitra Kimia Guna Serasi
PT Brenntag
Pancaran Niaga
PT Halim Sakti Pratama
CV Sido Mulyo
Agus Kristanto
Indolakto
PT Pajasama Sakti
Others (each below Rp1 billion)
Sub Total
Related Parties
PT Muncul Putra Offset
Total

9,863
9,457
9,423
8,325
4,976
4,381
3,695
3,652
3,439
3,472
3,156
2,749
2,665
2,345
2,139
1,978
1,850
1,796
1,487
1,320
1,272
1,262
1,239
1,087
801
778
658
1,239
248
963
1,055
17,687
110,740
15,095
125,835

11

3. Other Payables
The Companys Other Payables as of 31 July 2013 are as follows:
Description
Third Parties
Sales Warranty
Armananta Eka Putra
Jamsostek
Outlet Bonus
E & E Verfahrenstechnik GmbH
Others (each below Rp1 billion)
Sub Total
Related Parties
Shareholders
PT Muncul Armada Raya
Total

(in millions of Rupiah)

Total
10,175
5,505
6
2,763
3,088
21,537
16,375
1,707
39,619

4. Taxes Payable
The Companys Taxes Payables as of 31 July 2013 are as follows:
a. Prepaid Taxes

(in millions of Rupiah)

Total

Description
Corporate
Income Tax Article 28a
Subsidiaries
Income Tax Article 28a
Total

1,999
503
2,502

b. Taxes Payable
(in millions of Rupiah)
Total

Description
Consolidated Corporate Income Tax
Income Tax Article 25
Income Tax Article 29
Corporate Income Tax - Company
Income Tax Article 25
Income Tax Article 29
31 July 2013
31 December 2012
31 December 2011
31 December 2010
31 December 2009
Subsidiaries
Income Tax Article 25
Income Tax Article 29
31 July 2013
31 December 2012
31 December 2011
31 December 2010
31 December 2009
Consolidated Other Taxes
VAT Out
Income Tax Article 21
Income Tax Article 22
Income Tax Article 23
Income Tax Article 26

9,748
22,462
8,838
13,199
722
910
8,440
11
58
32
8,459
1,245
43
1,481
284

12

(in millions of Rupiah)

Total
78

Description
Income Tax Article 4 (2)
Other Taxes - Company
VAT Out
Income Tax Article 21
Income Tax Article 22
Income Tax Article 23
Income Tax Article 26
Income Tax Article 4 (2)
Subsidiaries
VAT Out
Income Tax Article 21
Income Tax Article 23
Income Tax Article 26
Income Tax Article 4 (2)
Total

7,698
830
43
1,444
122
78
761
415
37
162
23,210

5. Accrued Expenses
This account consist of:

(in millions of Rupiah)

Total
384
606
391
465

Description
Advertising Expense
Shipment
Salary Cost
Accountant Honorarium
Transportation Cost
Others (each below Rp100 million)
Total

1,846

6. Advance Received
This account consists of:

(in millions of Rupiah)

Total
694
694

Description
Advance Received
Total

13

7. Post Employment Benefit Obligations

In accordance with Law No. 13 Year 2003 dated 25 March 2003 regarding the Companys liabilities with
regard to termination of employment, the Company has formed a self-managed reserve fund to fulfill the
liabilities. As of 31 July 2013, the amount of post-employment benefit obligation was Rp2,056 million.
The Companys liabilities as of 31 July 2013 have been fully disclosed in this Prospectus. As of the date
of issuance of this Prospectus, the Company has settled its matured liabilities.
As of 31 July 2013 up to the date of independent auditors report, and subsequent to the date of such
independent auditors report up to the Effective Date of the Registration Statement, the Company has no
other liabilities and other commitments other than liabilities that arise from the Companys normal
course of business and the liabilities which have been previously stated and disclosed in the Financial
Statements in the Prospectus.
Through the systematic management of assets and liabilities and the expected increase of operational
results in the future, the Companys management represented its ability to duly meet all its liabilities in
accordance with the prevailing terms and condition.
As of the date of issuance of this Prospectus, there are no negative covenants imposed which may
adversely affect the rights of the public shareholders.


14

IV.

KEY FINANCIAL HIGHLIGHTS

Presented below are the Companys key financial highlights which are derived from and/or calculated based on
the Companys financial statements for the seven-months period ended 31 July 2013 and for the years ended
31 December 2012, 2011, 2010, 2009 and 2008
The Companys Consolidated Financial Statements for the seven-months period ended 31 July 2013 and for the
years ended 31 December 2012, 2011, and 2010, which is entirely presented in this Prospectus , were audited
by Public Accountant Firm Tanubrata, Sutanto, Fahmi & Partners ( a member firm of BDO International Limited )
by Indra Sri Widodo SE , Ak, CPA whose report dated 28 October 2013 expressed an unqualified opinion, with
paragraphs anything else, Tanubrata Public Accounting Firm , Sutanto , Fahmi & Partners (a member firm of
BDO International Limited ) signed by Indra Sri Widodo SE, Ak , CPA , has previously published the Independent
Auditor's Report No. 771/4-S114/ISW-3/07.13 dated 26 September 2013 on the consolidated financial
statements of the Company and its Subsidiaries for the seven month period ended 31 July 2013 and the years
ended 31 December 2012, 2011 and 2010. In connection with the Company's investment disbursement plan and
its Subsidiaries as disclosed in Notes 10 , 46 and 47 of the consolidated financial statements, the Company's
consolidated financial statements republish the above with accompanying changes and additional disclosures in
the notes to the consolidated financial statements. Public Accounting Firm Tanubrata, Sutanto, Fahmi & Partners
( a member firm of BDO International Limited ) has also published the Independent Auditor's Report No. 793/4S114/ISW-3/07.13/R dated 23 October 2013 consolidated financial statements of the Company and its
Subsidiaries for the seven month period ended 31 July 2013 and the year ended 31 December 2012, 2011 and
2010. In connection with the planned initial public offering of the Company as disclosed in Note 47 to
consolidated financial statements , the Company's consolidated financial statements republish the above with
accompanying changes and additional disclosures in the notes to the consolidated financial statements.
The Companys Consolidated Financial Statements for the seven months period ended 31 July 2013 have been
reviewed Tanubrata public accounting firm, Sutanto, Fahmi & Partners (a member firm of BDO International
Limited) by Indra Sri Widodo SE, Ak, CPA, whose report dated 28 October 2013 and found no indication of the
need for modifications to the consolidated financial statements for the seven month period ended 31 July 2013
The report are published in order to be included in the prospectus in accordance with the initial public offering of
the Company on Indonesia Stock Exchange, as described in Note 46.5 to the consolidated financial statements
attached, and are not intended and are not allowed to be used for other purposes.
Whereas the Companys financial statements for the years ended 31 December 2009 and 2008 were audited by
Public Accountant Firm Hadori Sugiarto Adi & Rekan, which in its reports dated 4 January 2013 and 9 January
2013, respectively, expressed an unqualified opinion.
Financial information as of and for the years ended 31 December 2009 and 2008 are presented in the
Prospectus, however the aforementioned financial statements as of and for the year ended 31 December 2009
and 2008 are not an integral part of the Prospectus and are not included in the Registration Statement. Several
accounts in the Statements of Financial Position as of 31 December 2009 and 20092008 were reclassified to
conform to the presentation of Statements of Financial Position as of 31 December 2012.

15

Consolidated Statements of Financial Position

Description
Assets
Current Assets
Cash and Cash Equivalents
Trade Receivables
Third Parties
Related Parties
Other Current Asset
Third Parties
Related Parties
Inventory
Prepaid Taxes
Advance Payments
Prepaid Expenses
Investment
Restricted Cash
Total Current Assets
Non-Current Assets
Down payment for the purchase
of Fixed Assets
Deferred Tax Assets
Investment in Associates
Investments
Fixed Assets
Other Non-Current Assets
Total Non-Current Assets
Total Assets
Liabilities and Equities
Current Liabilities
Short-term Bank Loan
Trade Payables
Third Parties
Related Parties
Other Payables
Third Parties
Related Parties
Taxes Payable
Corporate Income Taxes
Other Taxes
Accrued Expenses
Sales Advances
Loan to Shareholders current
portion
Current portion of non-current
liabilities:
Bank
Lease Payables
Total Current Liabilities
Non-Current Liabilities
Loan to Shareholders
Employee Benefit Obligation
Non-Current Liabilities, net of
current portion:
Bank
Lease Payables
Total Non-Current Liabilities
Total Liabilities
Equity
Share Capital
Authorized Capital
Issued and Paid-up Capital
Paid-in Capital

31 July 2013

2012

31 December
2011
2010

(in millions of Rupiah)

20091

20081

26,122

410,731

121,574

277,316

128,767

16,170

300,553
314

260,923
-

207,725
212

167,098
4

99,171
5,675

88,432
12,143

349
144,727
257,172
2,502
9,273
1,706
614,563
1,357,281

312
665,454
235,540
1,140
9,590
1,160
1,584,850

77
180,564
206,277
2,254
12,508
12,608
743,798

235
172,389
1,580
14,793
154
5,558
639,127

515
172,597
327
20,272
427,324

26
444
302,282
886
11,831
432,214

34,596

17,277

8,999

22,363

2,654
60
513,730
218
551,285
1,908,539

5,025
101,903
441,794
150
566,149
2,150,999

7,082
101,754
306,846
179
424,860
1,168,658

11,686
216,563
463
251,075
890,202

8,910
168,033
205
177,148
604,472

5,879
117,466
874
124,219
556,433

112,339

298,797

139

13,150

110,740
15,095

192,776
-

124,174
31,139

84,324
14,320

119,327
14,807

76,598
14,678

21,537
18,082

48,041
39,441

235
856

5,554
1,203

209
213

1,301
-

32,210
11,590
1,846
694
-

159,819
78,327
19,440
960
-

101,421
9,396
55,508
35,246
2,000

112,973
30,353
17,876
179
-

30,025
3,055
5,125
527
-

3,432
2
4,289
511
-

324,133

83
837,684

500
53
360,667

500
75
267,357

1,753
175,041

113,961

2,056

8,664

252,898
19,662

235,032
40,578

153,817
30,708

177,872
18,017

2,056
326,189

8,664
846,348

83
4
272,647
633,314

583
243
276,436
543,793

70,000
254,525
429,566

186,701
100
382,690
496,651

1,350,000
(1,793)

1,130,000
-

36,000
-

36,000
-

36,000
-

36,000
-

16

Description

31 July 2013

Other Equity Components

Unrealized gain on financial
assets available for sale
Retained Earnings
Equity attributable to the parent
entity
Non-Controlling Interest
Total Equity
Total Liabilities and Equity

(in millions of Rupiah)

31 December
2011
2010
59,325
50,325

2012
(1,793)

20091
29,325

20081
9,328

5,784

228,357

176,442

440,017

260,082

109,579

14,494

1,582,348

1,304,649

535,342

346,407

174,904

2
1,582, 350
1,908,539

2
1,304,651
2,150,999

2
535,344
1,168,658

2
346,409
890,202

2
174,906
604,472

59,822
556,473

Note:
1Given the financial highlights presented by comparison to 2008, the figures for the 2009 and 2008 financial years are the proforma
consolidated in 2009 and 2008 derived from the 2009 and 2008 financial statements which have been audited by Public Accountant
Hadori Sugiarto Adi & Partners which at that time financial statements of MM and SHIP were not consolidated in the financial statements
of the Company.

Consolidated Statements of Comprehensive Income

DESCRIPTION
Sales
Cost of Goods Sold and
Direct Cost
Gross Profit
Selling and Marketing
Expenses
General and
Administrative
Expenses
Other Finance Income
Other Finance Cost
Other Income
Other Expense
Profit (Loss) Before
Income Tax
Income Tax Benefit
(Expense)
Current
Deferred
Income Tax - Net
Profit before
Comprehensive
Income
Other Comprehensive
Income
Other Comprehensive
Income
Total Comprehensive
Income for the Year
(Net of Tax)
Profit for the Year
Attributable to:
Owners of Parent
Entity
Non-controlling
Interest
Total

For the Three Months Period

ended 31 July
2013
20121
1,393,186
1,344,438

(in millions of Rupiah)

For the Year Ended 31 December

2012
2,391,667

2011
2,198,273

2010
1,866,538

20092
1,325,563

20082
1,041,134

(833,397)
559,789

(819,753)
524,685

(1,471,020)
920,647

(1,320,584)
877,689

(1,180,604)
685,934

(1,017,828)
307,734

(834,807)
206,327

200,836

(222,548)

(336,690)

(337,612)

(218,599)

(129,689)

(143,077)

(67,285)
2,094
(8,649)
38,247
(43,532)

(50,619)
3,235
(613)
4,928
(4,433)

(79,604)
5,905
(708)
6,628
(2,557)

(101,128)
11,215
(606)
7,754
(2,268)

(132,263)
6,653
(3,875)
5,694
(4,353)

(43,220)
26,156
(27,545)
-

(35,609)
1,776
(17,836)
-

279,828

254,635

513,621

455,044

339,191

133,436

11,580

75,242
2,371
(77,613)
202,215

61,626
2,057
(63,683)
190,952

124,026
2,057
(126,083)
387,538

110,505
4,604
(115,109)
339,935

104,798
2,776
(102,022)
237,169

(41,392)
3,040
(38,352)
95,085

(6,650)
5,879
(771)
10,809

5,784

207,999

190,952

387,538

339,935

237,169

95,085

10,809

207,999

190,952

387,538

339,935

237,169

0.12

0.01

0.02

0.02

0.01

207,999

190,952

387,538

339,935

237,169

95,085

10,809

17

Total Comprehensive
Income Attributable
to:
Owners of Parent
207,999
190,952
387,538
339,935
237,169
Entity
Non-controlling
0.12
0.01
0.02
0.02
0.01
Interest
Total
207,999
190,952
387,538
339,935
237,169
95,085
10,809
Basic Earnings per
Share Attributable to
Owners of Parent
Entity (in full Rp)
15
5,304,223
342,954
9,442,638
6,588,028
Note:
1 Unaudited.
2 Given the Financial Highlights presented by comparison to 2008, the figures for the 2009 and 2008 financial years are the proforma
consolidated in 2009 and 2008 derived from the 2009 and 2008 financial statements which have been audited by Public Accountant
Hadori Sugiarto Adi & Partners which at that time financial statements of MM and SHIP were not consolidated in the financial statements
of the Company.

Key Financial Ratios (Unaudited)

Description
Growth Ratio
Sales
Cost of Goods Sold and Direct Cost
Gross Profit
Selling and Marketing Expense
General and Administrative Expense
Other Finance Income
Other Finance Cost
Other Income
Other Expense
Profit before Income Tax
Total Comprehensive Income for the
Year (Net of Tax)
Financial Ratio
Liabilities/Equity
Liabilities/Assets
Current Assets/Current Liabilities
EBITDA/Interest

Profitability Ratio
Total Gross Profit/Sales
Total Comprehensive Income/Sales
Total Comprehensive Income/Total
Assets
Total Comprehensive Income/Total
Equity

2012

2011

31 December
2010

20091

20081

3.63%
1.66%
6.69%
-9.76%
32.92%
-35.27%
1310.93%
676.12%
882.00%
9.89%
8.93%

8.80%
11.39%
4.89%
-0.27%
-21.28%
-47.35%
16.83%
-14.52%
12.74%
12.87%
14.00%

17.77%
11.86%
27.96%
54.44%
-23.54%
68.57%
-84.36%
36.18%
-47.90%
34.16%
43.33%

40.81%
15.99%
122.90%
68.56%
206.02%
-74.56%
-85.93%
N/A
N/A
154.20%
149.43%

27.32%
21.92%
49.15%
-9.36%
21.37%
1372.75%
54.43%
N/A
N/A
1052.21%
779.60%

N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

0.21x
0.17x

0.65x
0.39x

1.18x
0.54x

1.57x
0.61x

2.46x
0.71x

8.30x
0.89x

2.29x
40.15x

1.89x
13517.34x

2.06x
3700.57x

2.39x
96.63x

2.44x
95.07x

3.79x
0.28x

40.18%
14.92%
10.89%

38.49%
16.20%
18.02%

39.93%
15.46%
29.09%

36.75%
12.71%
26.64%

23.22%
7.17%
15.73%

19.82%
1.04%
1.94%

13.14%

29.70%

63.50%

68.47%

54.36%

18.07%

31 July 2013

Note:
1Given financial highlights presented by comparison to 2008, the figures for the 2009 and 2008 financial years are the proforma
consolidated in 2009 and 2008derived from the 2009 and 2008 financial statements which have been audited by Public Accountant Hadori
Sugiarto Adi & Partners which at that time financial statements of MM and SHIP were not consolidated in the financial statements of the
Company.

18

Based on the Credit Facility Agreement with BCA, the Company is required to maintain financial covenants on a quarterly financial report
as follows:
i.
Current Ratio at a minimum of 1,5x;
ii. Debt/Equity Ratio at a maximum of 2x; and
iii. EBITDA (Interest + Installment) at a minimum of 2,5x.

The Company has complied all financial covenants in the consolidated financial statements as of July 31, 2013.

19

V.

MANAGEMENTS DISCUSSION AND ANALYSIS

The Managements Discussion and Analysis presented in this chapter should be read in conjunction with the
Summary of Key Financial Information, the Companys consolidated financial statements and the accompanying
notes, which are presented in this Prospectus. The Companys financial statements are presented in conformity
with the Indonesian Statement of Financial Accounting Standards.
The Companys Consolidated Financial Statements for the seven-months period ended 31 July 2013 and for the
years ended 31 December 2012, 2011, and 2010, which is entirely presented in this Prospectus, were audited by
Public Accountant Firm Tanubrata, Sutanto, Fahmi & Partners (a member firm of BDO International Limited) by
Indra Sri Widodo SE, Ak, CPA whose report dated 28 October 2013 expressed an unqualified opinion, with
paragraphs anything else, Tanubrata Public Accounting Firm, Sutanto, Fahmi & Partners (a member firm of BDO
International Limited) signed by Indra Sri Widodo SE, Ak, CPA, has previously published the Independent
Auditor's Report No. 771/4-S114/ISW-3/07.13 dated 26 September 2013 on the consolidated financial
statements of the Company and its Subsidiaries for the seven month period ended 31 July 2013 and the years
ended 31 December 2012, 2011 and 2010. In connection with the Company's investment disbursement plan
and its Subsidiaries as disclosed in Notes 10, 46 and 47 of the consolidated financial statements, the Company's
consolidated financial statements republish the above with accompanying changes and additional disclosures in
the notes to the consolidated financial statements. Public Accounting Firm Tanubrata, Sutanto, Fahmi & Partners
(a member firm of BDO International Limited) has also published the Independent Auditor's Report
No. 793/4-S114/ISW-3/07.13/R dated 23 October 2013 consolidated financial statements of the Company and its
Subsidiaries for the seven month period ended 31 July 2013 and the year ended 31December 2012, 2011 and
2010. In connection with the planned initial public offering of the Company as disclosed in Note 47
to consolidated financial statements, the Company's consolidated financial statements republish the above with
accompanying changes and additional disclosures in the notes to the consolidated financial statements.
The Companys Consolidated Financial Statements for the seven months period ended 31 July 2012 have been
reviewed Tanubrata public accounting firm, Sutanto, Fahmi & Partners (a member firm of BDO International
Limited) by Indra Sri Widodo SE, Ak, CPA, whose report dated 28 October 2013 and found no indication of the
need for modifications to the consolidated financial statements for the seven month period ended 31July 2012.
The report are published in order to be included in the prospectus in accordance with the initial public offering of
the Company on Indonesia Stock Exchange, as described in Note 46.5 to the consolidated financial statements
attached, and are not intended and are not allowed to be used for other purposes.
Whereas the Companys financial statements for the years ended 31 December 2009 and 2008 were audited by
Public Accountant Firm Hadori Sugiarto Adi & Rekan, which in its reports dated 4 January 2013 and 9 January
2013, respectively, expressed an unqualified opinion.
Financial information as of and for the years ended 31 December 2009 and 2008 are presented in the
Prospectus, however the aforementioned financial statements as of and for the year ended 31 December 2009
and 2008 are not an integral part of the Prospectus and are not included in the Registration Statement. Several
accounts in the Statements of Financial Position as of 31 December 2009 and 2009, 2008 were reclassified to
conform to the presentation of Statements of Financial Position as of 31 December 2012.

20

1. General
The Company was established in 1975 and is domiciled in Semarang under the name PT Industri Jamu &
Farmasi Sido Muncul and is primarily engaged in pharmaceutical and herbal medicine industry and general
trade.
Currently, the Company owns a factory located at Jl. Soekarno Hatta km 28, Bergas Sub-District, Klepu,
Semarang. The total area of the Companys factory is 304,425m2 with total building area of approximately
85,975 m2. From the early stage of the factory construction, the Company has planned to segregate the areas by
function. The factory area consists of factory building with total area of 82,675 m2, Agro tourism section with total
area of 12,814 m2 while the remaining areas serve as the factory environmental support.
2. Factors Affecting the Companys Financial and Operational Condition
2.1 Indonesias Economic Condition
Indonesias economic condition has insignificant influence to the Companys financial and operational
condition. During the period from 1998 to 2000, when Indonesia suffered from economic crisis, the Company
managed to maintain sound growth. With solid financial foundation, the Company did not only manage to
survive but also thrived when the economic crisis hit Indonesia.
During the past three years, Indonesias economic condition demonstrated positive climate with an average
growth of approximately 6% per year. If the condition persists, it is estimated that Indonesia will rank seven
in the worlds economic forces within the next 17 years (BPS, World Bank, IMF and consensus of various
sources).
Economic growth is indicated by the growth of societys income per capita. The improvement of Indonesias
economy and the improvement of societys purchasing power in general will affect the Companys sales to a
tendency of growth. This condition will provide a positive impact to the Companys growth.
2.2 Sales Performance of the Companys Products
The Company diversifies its products to herbal food and beverages. Aside from product diversification, the
Company also implements other strategy to maintain the performance of its products, i.e., continuous
innovation. It can hardly be denied that the tradition of drinking jamu has diminished in society. The
challenge encouraged the Company to continue to innovate, one of which by producing common cold
remedy herb, Tolak Angin. Societys development which demands everything to be instant and fast
encouraged the Company to provide what the society needs, eventually delivering Liquid Tolak Angin that
has currently become one of the Companys featured products.
The Company always strives, using various means, so that jamu, particularly the efficacy of natural herbs
can be reaccepted by the society. The Company also produces various instant herbs and various beverages
instilled with herbal ingredients that are beneficial for health. The Companys products have a substantial
market potential along with societys growing awareness to return to nature by consuming natural
ingredients.

21

In the segment of natural drink product, particularly energy drink, Kuku Bima Ener-G! is one of the dominant
market players. This featured product of the Company is one of the top three products that dominate energy
drinks market in Indonesia. Even so, the Company continues its innovation on Kuku Bima Ener-G! product
by adding new flavor variants and ingredients which are safer and more beneficial for health.
2.3 Government Policy and Changes in Regulations
The government plays an important role in the development of traditional medicine and medication,
particularly jamu. Listed below are the governments policies related to traditional medicine and medication:
1. Minister of Health Regulation No. 003/MENKES/PER/I/2010 regarding Scientification of Traditional
Medicine by Healthcare Services Based Research. This Minister of Health Regulation expressed the
governments support towards research on traditional medicine. The researches are expected to
provide empirical evidence on the efficacy of traditional medicine and be able to serve as references to
doctors as the solution to improve public health.
2. Decree of Minister of Health No. 0584/MENKES/SK/VI/1995 regarding Centers of Development and
Implementation of Traditional Medication. This Ministerial Decree expressed the governments support
towards establishment of P3T (Pengembangan dan Penerapan Pengobatan Tradisional, Centers of
Development and Implementation of Traditional Medication) in every province.
3. Decree of Minister of Health No 1076/MENKES/SK/VII/2003 regarding Management of Traditional
Medication. This Ministerial Decree expressed the governments approval on traditional medication and
the use of traditional medicine to serve such purpose. The government specifically requires the use of
registered traditional medicines in traditional medication.
4. Minister of Health Regulation No. 491/MENKES/PER/I/2010, regarding Organization and Methodology
of Main Station of Research and Development of Traditional Medicine.
5. Decree of Minister of Health No. 381/MENKES/SK/III/2007 regarding National Policy on Traditional
Medicine. This Ministerial Decree set forth the governments commitment in supporting the development
of traditional medicine. The Government is aware that traditional medicine is a natural resource worthy
of development considering the economic value and its ability to create competitive advantage and to
contribute to the improvement of public health.
6. Decree of Minister of Health No. 1109/MENKES/PER/IX/2007 regarding Management of Alternative
Complementary Medication in Healthcare Facilities. This Ministerial Decree allows the management of
alternative complementary medication, or commonly referred to as alternative medication.
The policies described above showed the governments support in the development of traditional medicine
in Indonesia.

22

3. Financial
The Managements Discussion and Analysis below, specifically sections regarding the Companys financial
performance, are prepared based on the Company and Subsidiaries consolidated financial statements for the
seven-months period ended 31 July 2013 and for the years ended 31 December 2012, 2011 and 2010, which
were audited by Public Accountant Firm Tanubrata, Sutanto, Fahmi & Rekan (a member firm of BDO
International Limited), which in its report dated 26 September 2013 expressed an unqualified opinion with
explanatory paragraph.
3.1 Analysis on Statements of Comprehensive Income
Consolidated Statements of Comprehensive Income
Description
Sales
Cost of Goods Sold
Comprehensive Income for the Year
Comprehensive Income/Total Assets
Comprehensive Income/Total Equity
Note:
1 Unaudited.

Description
Sales
Cost of Goods Sold
Gross Profit
Sales and Marketing Expenses
General and Administrative Expenses
Other Finance Income
Other Finance Cost
Other Income
Other Expense
Profit before Income Tax
Income Tax Expense
Other Comprehensive Income
Total Comprehensive Income for the Year
Note:
1 Unaudited.

For the Seven Months Period

Ended 31 July
2013
20121
1,393,186
1,344,438
(833,397)
(819,753)
207,999
190,952
0.1x
n/a
0.13x
n/a

For the Seven Months

Period Ended 31 July
2013
20121
1,393,186
1,344,438
(833,397)
(819,753)
559,789
524,685
(200,836)
(222,548)
(67,285)
(50,619)
2,094
3,235
(8,649)
(613)
38,247
4,928
(43,532)
(4,433)
279,828
254,635
(77,613)
(63,683)
5,784
207,999
190,952

23

(in millions of Rupiah)

For the Years Ended 31 December
2012
2,391,667
(1,471,020)
387,538
0.18x
0.30x

2011
2,198,273
(1,320,584)
339.935
0.29x
0.63x

2010
1,866,538
(1,180,604)
237,169
0.27x
0.68x

(in millions of Rupiah)

For the Years Ended 31 December
2012
2,391,667
(1,471,020)
920,647
(336,690)
(79,604)
5,905
(708)
6,628
(2,557)
513,621
(126,083)
387,538

2011
2,198,273
(1,320,584)
877,689
(337,612)
(101,128)
11,215
(606)
7,754
(2,268)
455,044
(115,109)
339,935

2010
1,866,538
(1,180,604)
685,934
(218,599)
(132,263)
6,653
(3,875)
5,694
(4,353)
339,191
(102,022)
237,169

a. Sales

The seven months period ended 31 July 2013 compared to the three months period ended 31 July
2012
The Companys sales for the seven months period ended 31 July 2013 reached Rp1,393,186 million, an
increase of Rp48,748 million or equaled to 3.63% compared to the sales for the seven months period ended
31 July 2012, which amounted to Rp1,344,438 million. The increase was mainly contributed by energy drink
and health drink which increased compared to 2012.
The Companys sales for the seven months period ended 31 July 2013 of Rp1,393,186 million was mainly
derived from the sales of the Companys featured products, i.e.,energy drink and herbal drink. This was in
line with the Companys strategy to continue penetrating the market with featured products. Implementation
of this strategy is expected to result in an increased market share for the Companys products.
The year ended 31 December 2012 compared to the year ended 31 December 2011
Sales for the year ended in 2011 and 2012 increased approximately by 17.77% and 8.80%, respectively.
The increase in sales was influenced by the increase in the selling price of about 5% -15%. The Companys
sales for the year ended 31 December 2012 reached Rp2,391,667 million, an increase of Rp193,394
or equaled to 8.80% compared to sales for the year ended 31 December 2011 of Rp2,198,273 million. The
increase was mainly derived from the increase in sales of energy drink and herbal drink by 83% and 34%,
respectively. This was supported by the Companys strategy to enhance awareness on product through
promotion and advertisements in printed media. Afterwards, the Company also launched a new energy drink
product, at the end of 2011 which resulted in significant growth in energy drink product.
The Companys management believed that the sales of energy drink has reached an optimum point in the
market, therefore it would be difficult to penetrate the market further in order to increase sales. This condition
has resulted in 5% decrease in energy drink sales in 2012. The Companys management continued to
conduct development and innovation on energy drink product as part of its strategy to increase sales
considering the significant contribution of energy drink sales to the Companys overall sales and the
Companys extensive market share for energy drink product.

24

The Companys sales for the year ended 31 December 2012 of Rp2,391,667 million was mainly derived
from the sale of the Companys featured products, i.e., energy drink and herbal drink products which
amounted to 53% and 33%, respectively. As the market leader for energy drink product, its sales generated
the largest contribution to the Companys sales in 2012.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys sales for the year ended 31 December 2011 reached Rp2,198,273 million, an increase of
Rp331,735 or equaled to 17.77% compared to the sales for year ended 31 December 2010 of Rp1,866,538
million. The increase was mainly contributed by the increase in the sales of drink and candy products by
64% and 22%, respectively.
In 2011, the Company continued to implement its strategy to constantly introduce drink and candy products
through promotion and advertisements in print media. This strategy is expected to increase the sales of drink
and candy products.
For the year ended 31 December 2011, the energy drink and herbal drink products each contributed 61%
and 27% to the Companys overall sales for the period.
b. Cost of Goods Sold

The seven months period ended 31 July 2013 compared to the seven months period ended 31 July
2012
The Companys Cost of Goods Sold for the seven months period ended 31 July 2013 was Rp833,397
million, an increase of Rp13,644 million or equaled to 1.66% compared to the Cost of Goods Sold for the
seven months period ended 31 July 2012, which amounted to Rp819,753 million. The increase was mainly
contributed by direct labor expense for the seven months ended 31 July 2013 which increased Rp39,943
million or equaled to 144.34%.

25

The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Cost of Goods Sold for the year ended 31 December 2012 was Rp1,471,020 million,
an increase of Rp150,436 million or equaled to 11.39% compared to the Cost of Goods Sold for the year
ended 31 December 2011, which amounted to Rp1,320,584 million. The increase was in line with the
increase in sales as a result of the increase in sales of herbal drink. In addition, the increase in Cost of
Goods Sold was mainly due to the purchase of raw materials and overhead expense for the year ended
31 December 2012, which increased by Rp75,190 million and Rp68,175 million, respectively or equaled
to 6.24% and 76.58%, respectively, compared to 2011.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Cost of Goods Sold for the year ended 31 December 2011 was Rp1,320,584 million, an
increase of Rp139,980 million or equaled to 11.86% compared to the Companys Cost of Goods Sold for the
year ended 31 December 2010, which amounted to Rp1,180,604 million. The increase was in line with the
increase in sales as a result of the increase in sales of energy drink, herbal drink, and drink and candy.
Compared to 2010, purchase of raw materials and overhead expense for the year ended 31 December 2011
increased by Rp146,219 million and Rp16,964 million, respectively or equaled to 13.81% and 23.54%,
respectively.
c. Gross Profit
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July
2012
The Companys Gross Profit for the seven months period ended 31 July 2013 was Rp559,789 million,
increased by Rp35,104 million or equaled to 6.69% compared to the Companys Gross Profit for the seven
months period ended 31 July 2012, which amounted to Rp524,685 million.
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Gross Profit for the year ended 31 December 2012 was Rp920,647 million, increased by
Rp42,958 million or equaled to 4.89% compared to the Companys Gross Profit for the year ended
31 December 2011, which amounted to Rp877,689 million.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Gross Profit for the year ended 31 December 2011 was Rp877,689 million, increased by
Rp191,755 million or equaled to 27.96% compared to the Companys Gross Profit for the year ended
31 December 2010, which amounted to Rp685,934 million.

26

d. Selling and Marketing Expenses

The seven months period ended 31 July 2013 compared to the seven months period ended 31 July
2012
The Companys Selling and Marketing Expenses for the seven months period ended 31 July 2013 was
Rp200,836 million, decreased by Rp21,712 million or equaled to 9.76% compared to the Selling and
Marketing Expenses for the seven months period ended 31 July 2012, which amounted to Rp222,548
million. The decrease in selling and marketing expenses for the period ended 31 July 2013 was mainly due
to the significant decrease in promotion and advertising expenses. Promotion and advertising expense for
the seven months period ended 31 July 2013 amounted to Rp148,828 million, decreased by 12.47%
compared to seven months period ended 31 July 2012, which amounted to Rp170,037 million.
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Selling and Marketing Expenses for the year ended 31 December 2012 was Rp336,690
million, decreased by Rp922 million or equaled to 0.27% compared to the Selling and Marketing Expenses
for the year ended 31 December 2011, which amounted to Rp337,612 million. The decrease in Selling and
Marketing Expenses was mainly due to the decrease in outlet bonus, and promotion and advertising
expenses by Rp7,803 million and Rp3,087 million or equaled to 18.78% and 1.27% compared to 2011,
which followed by increasing of loading and unloading expense by Rp12,082 million.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Selling and Marketing Expenses for the year ended 31 December 2011 was Rp337,612
million, increased by Rp119,013 million or equaled to 54.44% compared to the Selling and Marketing
Expenses for the year ended 31 December 2010, which amounted to Rp218,599 million. The increase in
Selling and Marketing Expenses was mainly due to the increase in promotion and advertising expenses and
outlet bonus by Rp86,851 million and Rp19,171 million, respectively or equaled to 55.68% dan 85.64%,
respectively, compared to 2010.
e. General and Administrative Expenses
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July
2012
The Companys General and Administrative Expenses for the seven months period ended 31 July 2013
amounted to Rp67,285 million, increased by Rp16,666 million or equaled to 32.92% compared to the
General and Administrative Expenses for the seven months period ended 31 July 2012, which amounted to
Rp50,619 million. The increase in general and administrative expenses for the period ended 31 July 2013
was mainly due to employee benefits of Rp5,213 million as well as tax expenses and tax fines of Rp4,808
million.

27

The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys General and Administrative Expenses for the year ended 31 December 2012 was Rp79,604
million, decreased by Rp21,524 million or equaled to 21.28% compared to the General and Administrative
Expenses for the year ended 31 December 2011, which amounted to Rp101,128 million. The decrease in
General and Administrative Expenses was mainly due to the decrease in tax expense and tax fine and
management fee by Rp11,502 million and Rp7.384 million, respectively.
In 2011, the Company received an STP (Surat Tagihan Pajak, Tax Collection Notice) on WHT Article 23,
WHT Article 25/29 and VAT which was recorded as tax expenses and tax fines at the amount of Rp11,502
million. Whereas professional fee decreased by 75.53% to Rp2,392 million.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys General and Administrative Expenses for the year ended 31 December 2011 was
Rp101,128 million, decreased by Rp31,135 million or equaled to 23.54% compared to the General and
Administrative Expenses for the year ended 31 December 2010, which amounted to Rp132,263 million. The
decrease in General and Administrative Expenses was mainly due to the decrease in tax expenses and tax
fine by Rp62,158 million. In 2010, the Company recorded tax expenses and tax fines of Rp73,660 million,
which consisted of SKPKB (Surat Ketetapan Pajak Kurang Bayar, Notice of Tax Deficiency) and Tax
Collection Notice in relation to WHT Article 21, 23, 25/29 and VAT. On the other hand, there was an
increase in salary and benefit expenses and professional fee expenses by Rp9,275 million and Rp9,134
million, respectively.
f.

Other Finance Income and Cost

The seven months period ended 31 July 2013 compared to the seven months period ended
31 July 2012
The Companys Other Finance Income for the seven months period ended 31 July 2013 was Rp2,094
million, decreased by Rp1,141 million or equaled to 35.27% compared to Other Finance Income for the
seven months period ended 31 July 2012, which amounted to Rp3,235 million. Other Finance Income mainly
consists of interest income from time deposits.
The Companys Other Finance Cost for the seven months period ended 31 July 2013 was Rp8,649 million,
increased by Rp8,036 million compared to Other Finance Cost for the seven months period ended 31 July
2012, which amounted to Rp613 million. The increase in Other Finance Cost for the seven months period
ended 31 July 2013 was mainly due to loan from PT Bank Central Asia Tbk. The Company obtained credit
facilities from PT Bank Central Asia Tbk, which consisted of:
- Local Credit facility (Current Account) with a maximum limit of Rp200,000 million, valid until
16 November 2013, bearing an interest rate of 8.5% per annum.
- Omnibus Letter of Credit (L/C) facility, which consisted of Sight L/C and Usance L/C, with a maximum
limit of Rp20,000 million, valid until 16 November 2013, with an L/C Commission rate of 0.2% p.a,
calculated based on the value of issued L/Cs and Acceptance Commission of 0.6% p.a.
- Time Loan Revolving facility, with a maximum limit of Rp300,000 million, valid until 20 December 2013,
bearing an interest rate of 8.5% per annum.
As of 31 July 2013, the outstanding balance of bank loan was Rp112,339 million.

28

The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Other Finance Income for the year ended 31 December 2012 was Rp5,905 million,
decreased by Rp5,310 million or equaled to 47.35% compared to Other Finance Income for the year ended
31 December 2011, which amounted to Rp11,215 million. The decrease in Other Finance Income was
mainly due to the decrease in interest income from time deposit by Rp3,796 million or equals to 41.67%.
The Companys Other Finance Cost for the year ended 31 December 2012 was Rp708 million, increased by
Rp102 million or equaled to 16.83% compared to Other Finance Cost for the year ended 31 December
2011, which amounted to Rp606 million. The increase in Other Finance Cost was mainly due to the increase
in bank administration fee of Rp201 million or equals to 43.23%.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Other Finance Income for the year ended 31 December 2011 was Rp11,215 million,
increased by Rp4,562 million or equaled to 68.57% compared to Other Finance Income for the year ended
31 December 2010, which amounted to Rp6,653 million. The increase in Other Finance Income was mainly
due to the increase in interest on time deposit by Rp3,759 million or equaled to 70,25%.
The Companys Other Finance Cost for the year ended 31 December 2011 was Rp606 million, decreased
by Rp3,269 million or 84.36% compared to Other Finance Cost for the year ended 31 December 2010,
which amounted to Rp3,875 million. The decrease in Other Finance Cost was mainly due to the decrease in
interest on bank loan by Rp3,424 million or equaled to 96.53%.
g. Other Income and Expenses
The seven months period ended 31 July 2013 compared to the seven months period ended
31 July 2012
The Companys Other Income for the seven months period ended 31 July 2013 was Rp38,247 million,
increased by Rp33,319 million compared to Other Income for the seven months period ended 31 July 2012,
which amounted to Rp4,928 million, which was mainly due to other income from foreign exchange and the
sale of fixed assets by Rp26,778 million and Rp9,018 million, respectively.
The Companys Other Expenses for the seven months period ended 31 July 2013 was Rp43,532 million,
increased by Rp39,099 million or equaled to 882.00% compared to Other Expenses for the seven months
period ended 31 July 2012, which amounted to Rp4,433 million, which was mainly due to the increase in
interest expense and tax penalty.
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Other Income for the year ended 31 December 2012 was Rp6,628 million, increased by
Rp1,126 million or equaled to 14.52% compared to Other Income for the year ended 31 December 2011,
which amounted to Rp7,754 million, which was mainly due to income from foreign exchange.
The Companys Other Expenses for the year ended 31 December 2012 was Rp2,557 million, increased by
Rp289 million or equaled to 12.65% compared to Other Expenses for the year ended 31 December 2011,
which amounted to Rp2,268 million, which was mainly due to the increase in foreign exchange losses.

29

The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Other Income for the year ended 31 December 2011 was Rp7,754 million, increased by
Rp2,060 million or equal to 36.18% compared to Other Income for the year ended 31 December 2010, which
amounted to Rp5,694 million, which was mainly due to the increase in income from sale of fixed assets by
Rp1,981 million as a result of the sale of Companys fixed assets in 2011.
The Companys Other Expenses for the year ended 31 December 2011 was Rp2,268 million, decreased by
Rp2,085 million or equals to 47.90% compared to Other Expenses for the year ended 31 December 2010,
which amounted to Rp4,353 million, which was mainly due to the decrease in foreign exchange losses by
Rp1,489 million.
h. Profit before Income Tax
The seven months period ended 31 July 2013 compared to the seven months period ended
31 July 2012
The Companys Profit before Income Tax for the seven months period ended 31 July 2013 was Rp279,828
million, increased by Rp25,193 million or equaled to 9.89% compared to Profit before Income Tax for the
seven months period ended 31 July 2012. The increase was mainly due to efficiency in the Companys
performance, which resulted in the decrease of Selling and Marketing Expenses incurred during the period.
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Profit before Income Tax for the year ended 31 December 2012 was Rp513,621 million,
increased by Rp58,577 million or equaled to 12.87% compared to Profit before Income Tax for the year
ended 31 December 2011, which amounted to Rp455,044 million. While operating profit for the ended year
in 2011 and 2012 respectively increased approximately 31% and 15%. Increase in operating profit was
affected by an increase in selling price of about 5% -15%. This was mainly due to the Companys policy to
improve efficiency of production activities which resulted in the increase in the Companys Gross Profit.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Profit before Income Tax for the year ended 31 December 2011 was Rp455,044 million,
increased by Rp115,852 million or equaled to 34.6% compared to Profit before Income Tax for the year
ended 31 December 2010, which amounted to Rp339,191 million.

30

i.

Total Comprehensive Income

The seven months period ended 31 July 2013 compared to the seven months period ended
31 July 2012
The Companys Comprehensive Income for the seven months period ended 31 July 2013 was Rp207,999
million, increased by Rp17,0474 million or equaled to 8.93% compared to Comprehensive Income for the
seven months period ended 31 July 2012, which amounted to Rp190,952 million. The increase was mainly
due to the increase in the Companys sales and the Companys efficiency improvement on Selling and
Marketing Expenses during the period.
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Comprehensive Income for the year ended 31 December 2012 was Rp387,538 million,
increased by Rp47,603 million or equaled to 14.00% compared to Comprehensive Income for the year
ended 31 December 2011, which amounted to Rp339,935 million. The increase was due to the increase in
sales by Rp193,394 million or equals to 8.80%. In addition, the Companys efficiency improvement on selling
and marketing expenses has resulted in a decrease of such expense by Rp922 million or equaled to 0.27%.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Comprehensive Income for the year ended 31 December 2011 was Rp339,935 million,
increased by Rp102,766 million or equaled to 43.33% compared to Other Comprehensive Income for the
year ended 31 December 2010. The increase was mainly due to the increase in sales by Rp331,735 million
or equaled to 17.77%. In addition, the Company also improved its efficiency on selling and marketing
expenses.
The Companys planned efforts to improve future performance are as follows:
1.
2.
3.
4.
5.

Improve utilization, capacity and production to meet markets demand

Improve market share of the Companys products
Improve marketing distribution network
Expand export market
Continuous innovation and product development
31

3.2 Assets, Liabilities and Equity

Consolidated Statements of Financial Position
Description
Total Assets
Total Liabilities
Total Equity

31 July
2013
1.908.539
326.189
1.582.350

2012
2.150.999
846.348
1.304.651

2011
1.168.658
633.314
535.344

31 December
2010
890.202
543.793
346.409

(in millions of Rupiah)

2009
604.472
429.566
174.905

20082
556.433
496.651
59.822

Note:
2Financial Highlights presented by comparison to 2008, the figures for the 2009 and 2008 are the proforma consolidated in 2009 and
2008, derived from the financial statements of 2009 and 2008 which have been audited by Public Accountant Hadori Sugiarto Adi &
Partners which at that time MM and SHIP financial statements are not consolidated in the financial statements of the Company.

a. Assets
The seven months period ended 31 July 2013 compared to the year ended 31 December 2012
As of 31 July 2013, the balance of the Companys assets was Rp1,908,539 million, decreased by
Rp242,460 million or equaled to 11.27% compared to total assets as of 31 December 2012, which amounted
to Rp2,150,999 million. The decrease was mainly due to the decrease in other receivables by Rp520,690
million, which is receivables from shareholders, decrease in cash and cash equivalents by Rp384,609
million, and the decrease in investment in associates by Rp101,903 million following the Companys
divestment in its associated entities, i.e., HCB in February 2013.
The decrease was accompanied by the increase in other investments by Rp614,563 million, where for the
purpose of maximizing the Companys assets value, the Company placed an investment of USD59.35
million on Universal Ventures Fund, SCC, an investment management company domiciled in Bridge Town
St. Michael, Barbados. The investment was financed by the Company and its Subsidiaries internal cash
flow.
The year ended 31 December 2012 compared to the year ended 31 December 2011
As of 31 December 2012, the balance of the Companys total assets was Rp2,150,999 million, increased by
Rp982,341 million or equaled to 84.06% compared to total assets as of 31 December 2011, which amounted
to Rp1,168,658 million. The increase was mainly due to the increase in other receivables by Rp485,125
million due to the receivables from shareholders in 2012 at the amount of Rp369,859 million and HCB at the
amount of Rp65,061 million.
Furthermore, the increasing of total assets also due to the increase in cash and cash equivalents by
Rp289,157 million bank loan due to receipt of PT Bank Central Asia Tbk and additional paid in capital.

32

The year ended 31 December 2011 compared to the year ended 31 December 2010
As of 31 December 2011, the balance of the Companys total assets was Rp1,168,658 million, increased by
Rp278,456 million or equaled to 31,28% compared to total assets as of 31 December 2010, which amounted
to Rp890,202 million. The increase was mainly due to the increase in other receivables by Rp180,406 million
as a result of disbursement of loan to shareholders and the Companys investment of shares in HCB at the
amount of Rp100,000 million in March 2011. Furthermore, the increase in assets was also due to the
increase in fixed assets by Rp90,283 million as a result of acquisition of fixed assets in the form of land and
machineries in 2011 at the amount of Rp66,992 million and Rp41,209 million.
b. Liabilities
The seven months period ended 31 July 2013 compared to the year ended 31 December 2012
As of 31 July 2013, the balance of the Companys total liabilities was Rp326,189 million, decreased by
Rp520,159 million or equaled to 61.46% compared to total liabilities as of 31 December 2012, which
amounted to Rp846,348 million. The decrease was mainly due to the decrease in tax payables by
Rp194,346 million and the decrease in short term bank loan by Rp186,541 million as a result of repayment
of loan to PT Bank Central Asia Tbk at the amount of Rp186,412 million. The repayment was intended to
improve the Companys loan structure and was financed by the Companys internal cash flow. Furthermore,
the decrease also caused by decreases in trade payables and other payables by Rp66,941 million and
Rp47,863 million.
The year ended 31 December 2012 compared to the year ended 31 December 2011
As of 31 December 2012, the balance of the Companys total liabilities was Rp846,347 million, increased by
Rp213,034 million or equaled to 33.64% compared to total liabilities as of 31 December 2011, which
amounted to Rp633,314 million. The increase was mainly due to the increase in short term bank loan by
Rp298,241 million due to the receipt of bank loan from PT Bank Central Asia Tbk by Rp298,751 million and
increae in taxes payable by Rp127,329 million. The increase in taxes payable was mainly due to the
increase in WHT Article 29 payable as a result of the increase in the Companys profit for the year and the
increase in WHT Article 4 paragraph 2 payable.
Furthermore, the increase in liabilities was also accompanied with the decrease in loan to shareholders by
Rp252,898 million.
The year ended 31 December 2011 compared to the year ended 31 December 2010
As of 31 December 2011, the balance of the Companys total liabilities was Rp633,314 million, increased by
Rp89,521 million or equaled to 16.46% compared to the total liabilities as of 31 December 2010, which
amounted to Rp543,793 million. The increase was mainly due to the increase in trade payables, accrued
expenses and advances received by Rp56,669 million, Rp37,632 million and Rp35,067 million, respectively
in relation the increase in the Companys sales activity in 2011, which resulted in the increase in purchase of
raw materials to support production process.

33

c. Equity
The seven months period ended 31 July 2013 compared to the year ended 31 December 2012
The Companys total equity as of 31 July 2013 was Rp1,582,350 million, increased by Rp277,699 million or
equaled to 21.29% compared to total equity as of 31 December 2012, which amounted to Rp1,304,651
million. The increase was mainly due to the increase in the Companys issued and paid-up capital by
Rp36,000 million resulting in a final balance of Rp1,350,000 million, whereas the Companys issued and
paid-up capital became 1,350,000 shares, followed by a decrease in the outstanding advance payment of
capital by Rp1,094,000 million. Furthermore, based on the decision of Shareholders on March 15, 2013, the
shareholders approved cash dividend which amounted to Rp150,300 million taken from net income of the
Company.
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys total equity as of 31 December 2012 was Rp1,304,651 million, increased by Rp769,307
million or equaled to 143.70% compared to total equity as of 31 December 2011, which amounted to
Rp535,344 million. The increase was mainly due to the increase advance payment of capital by
Rp1,094,000. In addition, in 2012, based on the Shareholders Resolution dated 21 December 2012 the
shareholders approved and ratified cash dividend distribution of Rp559,113 million.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys total equity as of 31 December 2011 was Rp535,344 million, increased by Rp188,935
million or equaled to 54.54% compared to total equity as of 31 December 2010, which amounted
to Rp346,409 million. The increase was mainly due to the increase in Comprehensive Income recorded by
the Company in 2011, which amounted to Rp339,935 million. In addition, in 2011, the shareholders
approved and ratified cash dividend distribution of Rp160,000 million based on the Shareholders Resolution
taken from net income of the Company.
3.3 Liquidity and Funding Sources
Liquidity represents the Companys ability to meet its current financial liabilities, which is mainly derived from
cash flows from operational, investing and financing activities. The Company mainly requires liquidity to fund
its working capital to support the Companys expansion. The Companys main source of liquidity is the cash
received from customers, which are entirely received on an installment basis. As of the date of issuance of
this Prospectus, the Company does not have any liabilities in foreign currency so that there is no material
impact of changes in foreign currency denomination.
In the future, the Company will continue to rely on cash flows from operating activities and bank loans to
finance the Companys operational activities and capital expenditures. The Companys liquidity is expected
to continue to grow in line with the Companys growing business. The Companys strategy in managing
operational activities with regard to the Companys liquidity is through monitoring of projected liquidity
requirement to ensure the Company has adequate cash balance to meet its operational needs and maintain
adequacy of the undisbursed loan at all time to ensure the Companys ability to meet all limitations
or requirements of credit facilities. Based on historical performance and prospects of the Company, the
Company has the confidence and ability to generate cash based operations.

34

Description
Cash flows from Operating Activities
Cash flows from Investing Activities
Cash flows from Financing Activities

31 July 2013
(323,976)
(583,580)
522,947

2012
16,446
(179,925)
485,527

(in millions of Rupiah)

31 December
2011
2010
182,793
299,321
(206,780)
(95,542)
(131,755)
(55,465)

Cash flows from Operating Activities

Cash flows from operating activities consists of cash received from customers, cash paid to supplier, cash
paid to employees and board of directors, payment of income taxes, receipt of claims for tax refund, receipt
of interest on current account and time deposit, payment of finance cost, other receipts or payments. Cash
received from customers is the Companys main source of liquidity.
Cash received from customers for the seven months period ended 31 July 2013 was Rp1,380,970 million.
Whereas cash paid to supplier amounted to Rp1,134,241 million. After calculating other receipts and
payments, net cash flows from operating activities was Rp323,976 million.
Cash received from customers for the year ended 31 December 2012 was Rp1,779,955. Whereas cash paid
to supplier amounted to Rp1,741,125 million. After calculating other receipts and payments, net cash flows
from operating activities was Rp16,446 million.
Cash received from customers for the year ended 31 December 2011 was Rp1,973,094 million. Whereas
cash paid to suppliers was Rp1,330,298 million. After calculating other receipts and payments, net cash
flows from operating activities was Rp182.793 million.
Cash received from customers for the year ended 31 December 2010 was Rp1,797,869 million. Whereas
cash paid to suppliers was Rp1,359,473million. After calculating other receipts and payments, net cash flows
from operating activities was Rp299,321million.
Cash Flows from Investing Activities
Net cash used from investing activities consists of acquisition of fixed assets, proceeds from sale of fixed
assets, additional down payment for purchase of fixed assets, other investments and divestments in
associates. Cash for investing activities was mainly used for other investments and acquisition of fixed
assets such as land, machineries and building.
Cash used for investing activities for the seven months period ended 31 July 2013 was Rp575,662 million.
The cash used for investing activities was mainly used for the Companys investment in Universal Ventures
Fund, SCC at the amount of RUS59.35 million.
Cash used for investing activities for the year ended 31 December 2012 was Rp179,925 million. The cash
used for investing activities was mainly used for acquisitions of fixed assets in the form of land, machineries
and buildings amounted to Rp173,202 million.
Cash used for investing activities for the year ended 31 December 2011 was Rp206,780 million. The cash
used for investing activities was mainly used for acquisition of fixed assets in the form of land and
machineries amounted to Rp108,873 million.
35

Cash used for investing activities for the year ended 31 December 2010 was Rp95,542 million. The cash
used for investing activities was mainly used for acquisition of fixed assets in the form of machineries and
equipments amounted to Rp57,685 Million.
Cash Flows from Financing Activities
Net cash flows from financing activities consists of proceeds from and payment of bank loans, proceeds
from and payment of loan from shareholders, payment of obligations under finance leases, payment of cash
dividends, receipts of capital contributions, decrease in proforma investments and advance payment of
capital. The Company relies on proceeds from bank loan and capital contributions for its financing activities.
Cash used for financing activities for the seven months period ended 31 July 2013 was Rp522,947million.
The cash used for financing activities was primarily from shareholders loan.
Cash provided by financing activities for the year ended 31 March 2012 was Rp485,527 million. The cash
provided by financing activities were mainly from the increase in the Companys issued and paid-up capital,
accompanied by payment of dividends to the Companys shareholders.
Cash used for financing activities for the year ended 31 December 2011 was Rp131,755 million. The cash
used for financing activities was mainly used for payment of dividends to the Companys shareholders.
Cash used for financing activities for the year ended 31 December 2010 was Rp55,465 million. The cash
used for financing activities was mainly used for the payment of dividends to the Companys shareholders
and payment of the Companys loan.
3.4 Financial Ratios Analysis
Solvency
Solvency is the ability in servicing all of its liabilities using all of its assets or equity. Solvency ratio may be
calculated using two methods as described below:
1. Total Liabilities divided by Total Equity (Equity Solvency)
2. Total Liabilities divided by Total Assets (Assets Solvency)
3. The Companys Equity Solvency Ratio as of 31 July 2013, 31 December 2012, 2011, 2010, 2009 and
2008 were 0.21; 0.65; 1.18; 1.57; 2.46 ad 8.30, respectively. Whereas the Companys Assets Solvency
Ratio as of 31 July 2013, 31 December 2012, 2011, 2010, 2009 and 2008 were 0.17; 0.39; 0.54; 0.61;
0.71 and 0.89, respectively. The decrease in solvency ratio was mainly due to capital contribution from
shareholders and the contribution from Comprehensive Income which continued to increase
in proportion to the growth of the Companys revenue.

36

Profitability
Profitability is measured by, among others, ratios such as Net Profit Margin, Return on Assets and Return on
Equity. These ratios represent the Companys ability to generate profit during a certain period.
1. Net Profit Margin is the ratio of net income to the Companys net sales. The Companys
Comprehensive Income Margin for the seven months period ended 31 July 2013 and for the years
ended 31 December 2012, 2011, 2010, 2009 and 2008 were 14.51%, 16.20%, 15.46%, 12.71%,
7.71% and 1.04%, respectively.
2. Return on Assets is the ratio of assets turnover in generating profit. The Companys Return on
Assets as of 31 July 2013, 31 December 2012, 2011, 2010, 2009 and 2008 were 10.60%, 18.02%,
29.09%, 26.64%, 15.73% and 1.94%, respectively.
3. Return on Equity is the ratio of Comprehensive Income to Equity. The Companys Return on Equity
as of 31 July 2013, 31 December 2012, 2011, 2010, 2009 and 2008 were 12.78%, 29.70%,
63.50%, 68.47%, 54.36% and 18.07%, respectively.
Comprehensive Income Margin, Return on Assets and Return on Equity from 2009 to 2012 showed
improvements as a result of the Companys Comprehensive Income which continued to increase from 2009
to 2012. The increase in Comprehensive Income was due to the increase in the Companys net sales in
proportion to the increase in the Companys business activities. The increase in ratios was also due to the
increase in Comprehensive Income which was higher than the increase in the Companys assets and equity.
3.5 The Companys Capital Expenditure
The Companys capital expenditure for the three months period ended 31 July 2013 and for the years ended
31 December 2012, 2011, 2010, 2009 and 2008 were as follows:
The following table presents information on capital expenditure for the following periods:
Description
Acquisition Cost
Land
Buildings
Machineries
Equipments
Vehicles
Office supplies
Finance leases
Fixed Asset in Progress
Construction in Progress
Machineries and Equipment in Progress
Total

31 July
2013

2012

31 December
2011

2010

1,888
91,749
20,173
960
192
-

86,042
17,831
37,166
4,697
4,867
245
-

66,992
41,209
1,720
6,157
239
-

518
13,305
6,135
1,669
225
581

8,174
592

22,354
-

4,957
-

14,349
37,308

123,728

173,202

121,274

74,090

The Companys capital expenditures were financed by internal funding and Rupiah denominated bank loan.
Most of the Companys capital expenditures were in Rupiah and the Company did not consider it necessary
to obtain loan in foreign currency.

37

The Companys capital expenditures primarily consisted of acquisition of fixed assets, particularly land,
buildings and machineries and equipment. This is conducted to maintain levels of operational performance,
increase production efficiency with rejuvenation machines and production facilities as well as increasing the
production capacity of the Company's flagship products are expected to improve the financial performance
of the Company in the future.
Based on the Company's operational standards, the Company's management continues to do a better
judgment and analysis of the efficiency and effectiveness of the Company's needs related to the purchase of
capital goods. It is conducted by the Company in order to minimize the impact when there is a problem
which is not in accordance with the purchase and objectives.
4. Risk Management
To manage and minimize risks, the Company conducts its operational activities based on Good Corporate
Governance. The Company also appoints Independent Commissioner(s) and Unaffiliated Director(s) to ensure
proper implementation of Good Corporate Governance and conducts internal audit(s), both financial and nonfinancial in scope.
In conducting its business, the Company faces various risks as explained in Chapter VI Business Risk in this
Prospectus. To minimize such risks the Company has implemented, among others, the following risk
management:
x
x

x
x
x
x
x

Product Risk Management is conducted through implementation of policy that requires inventory level and
purchase of goods to be in line with the demand and lead time of each product type and maintaining good
relationship with suppliers.
Business Competition Risk Management is conducted through continuous improvement on services to
customers and maintaining good relationship with each agents/distributors and customers. Furthermore, the
Company continuously innovate its herbal medicine products to address the continuously tightening
business competition.
Market Risk Management is conducted by cooperating with all agents/distributors in providing inputs
regarding customers preference on product types, models and packagings.
Changes in Interest Rate on Loan Risk Management are conducted by combining fixed rate and floating rate
loans.
Human Resources Risk Management is conducted by recruitment and training to meet the Companys
human resources requirement and conducting employees performance evaluation as a basis to reward
employees performance.
Insurance Risk Management is conducted through periodical review over the type of insurance and the sum
insured acquired to anticipate changes that occurred to ensure any losses that may arise are adequately
covered.
Loan Risk Management is conducted by monitoring and maintaining that obligations to bank lenders are met
in accordance with the requirements, both in terms of payment and administrative requirements.

In addition, the Company continues to seek efforts to manage risks in its business activities by implementing
mitigations related to the risks that currently exist and those that may be faced by the Company in conducting its
business activities. The mitigations related to the Companys business are, among others, as follows:
x
x

The Company always maintains good relationship with all stakeholders, including good relationships with
suppliers of the Companys raw material.
The Company always conducts transfer of knowledge to other management as well as carrying out
continuous regeneration to maintain its internal sustainability.

38

x
x
x
x
x


The Company always encourages innovation in developing the Companys herbal medicine products. In
addition, through consistency in proper selection and usage of raw materials, either in terms of types,
amount and quality, the Company believes it is capable to produce first rate herbal medicine and other
products to be able to face fierce business competition.
The Company always diligently prepares concept, theme, conducts talent and media selection and chooses
the right timing for its marketing campaign in accordance with the product character and its target market.
The Company conducts periodical repairs and maintenance of production machineries and equipments to
ensure damages are anticipated as soon as possible. The Company always prepares backup capacity for
several critical parts.
The Company continuously monitors and tests quality and maintains samples of each production batch for
three years.
The Company continuously conducts the necessary training to maintain and improve the expertise and skills
of the Companys human resources in order to maintain the quality of products sold by the Company, and
accordingly provides positive contributions to the Companys performance
The Company has implemented comprehensive risk management, carefully designed its factories and
infrastructures and insured its buildings and plant facility.

39

VI.

BUSINESS RISKS

Prospective investors should carefully consider the following risk factors as well as other information contained in
this Offering before investing in the Companys Shares. The risks described below are not the only risks that may
affect the Companys Shares. Certain risks not presently known to the Company or not presently considered
material may also affect the Companys business, cash flow, operational result, financial performance or
business prospects. In addition, investment over shares of companies incorporated in developing countries such
as Indonesia contains risks which may differ from investment over shares of companies incorporated in other
countries with a more advanced economic condition. In the event of changes to the global economic, social and
political condition, there is a possibility that the price of the Companys Shares in the stock exchange may decline
and investors may face potential loss in their investment.
The risks described below are risks that are considered material by the Company and Subsidiaries and have
been prepared based on their materiality and exposures to the Company and Subsidiaries financial
performance.
Company management stated that all risks faced by the Company and its Subsidiaries in conducting business
activities have been disclosed and compiled by the weight of the impact of each risk on the financial performance
of the Company and its Subsidiaries.
1.

Business Risks Relating to Operational Activities

1. 1. Risk of Fluctuations in Raw Material Prices due to Forces of Nature

In carrying out its production activities, the Company uses raw materials in forms of herbal ingredients or
concoctions, i.e., vegetable and animal (halal), minerals, galenical or mixture of those ingredients that are
acquired from farmers or suppliers. Changes in weather or unfriendly natural conditions and seasonal risks of
raw materials may result in the increase or instability of raw material prices as the Company will be forced to
seek alternative sources. In addition, instability of raw material prices may also increase production cost, which
may lead to adverse effect on the Companys financial performance.
1. 2. Risk of Dependence on Senior Management Team
The success of the Company and its Subsidiaries is highly dependent on the leadership of its senior
management team. In the event of resignation, the Company and its Subsidiaries may not be able to find suitable
successor in a timely manner, which may adversely affect the Companys business activities, operational results
and prospects. The Company and its Subsidiaries are also dependent on their ability to seek and maintain senior
management in order to maintain the Companys business growth and success.
1. 3. Risk of Business Competition
The promising growth and prospect of traditional medicines industry encourage the business players and
producers to continuously innovate in order to create the best products to remain competitive among other
similar companies, including the Company. Business competition continues to tighten and encourages the
creation of products similar to the Companys featured products such as Tolak Angin, Kuku Bima and others.
Several competitors even straightforwardly exhibit their products competitiveness against the Companys
products through advertising taglines. This condition indicates the tightening competition in the herbal medicine
industry. In the meantime, globally, the Company has to compete with traditional medicines developed by

40

exporting countries, such as ginseng, a traditional medicine from Korea. In addition, the Company also has to
compete with pure pharmaceutical industry in order to capture the medicine market share, which requires
additional efforts considering the public has not completely accepted traditional medicines.
1. 4. Risk of Distribution Network and Supply Chain
Majority of the Companys products are distributed through wholesalers, supermarkets, agents, shops and
retailers that are distributed across Indonesia. Interruption in downstream supply chain may affect the Companys
sales level.
1. 5. Risk of Ineffective Marketing Campaign of the Companys Products
In carrying out marketing activities for its products, the Company places advertisements in mass media on a
regular basis, one of which is the television (marketing campaign). Ineffectiveness of marketing campaigns may
result in financial losses and adversely affects the Companys business activities.
1. 6. Risk of Defects in Machineries and Equipments
Defects in machineries used for production processes may interrupt the Companys production activities, which
may result in declining production performance that would affect the fulfillment of the Companys production
target.
1. 7. Risk of Defective Products and Product Recalls from the Market
Disruption in production system may result in finished products that are below the Companys production
standards. The risks may arise as a result of incautiosness that may occur in any stage from the raw material
purchasing process up to the packaging process. Considering the final products are closely related to health
issues and medications for health, in preventing risks associated with defected products, the Company will have
to recall its products in the market should any of the following conditions occurs:
x Products that cause injuries, diseases or other side effects
x Contaminated, damaged or adulterated products
x Lawsuit from consumers who consider themselves harmed and experiencing health problems as a result of
using the Companys products.
Product recalls from the market may result in significant losses, damages to inventories and lost sales
opportunity as a result of product unavailability during a certain period.
1. 8. Risk of Human Resources
Human resources are one of the factors that the Company needs to maintain to preserve the sustainability of its
production and operational activities. Lack of qualified human resources may adversely affect the Companys
production and operational activities.
1. 9. Risk of Labor Strikes
The Company requires a large number of labors to support its business activities and production processes.
Mass labor strikes may disrupt production processes, which may hinder the fulfillment of the Companys
production target. To minimize the risk, the Company continuously maintains good industrial relationship.

41

1. 10. Risk of Natural Disasters and Fire

Natural Disasters and Fire are unpredictable risks, which when occur may result in disruptions or damages to
raw materials, machineries and production facilities that may disrupt the Companys production processes and
adversely affects its financial performance.
2.

Business Risks Relating to Conditions in Indonesia

2. 1. Risk of Changes in Government Policies or Regulations

Laws and regulations issued by Government Institutions, in particular the regulations imposed by the Ministry of
Health, Ministry of Environment, Ministry of Trade, Ministry of Industry, Ministry of Finance, Ministry of Manpower
and Transmigration and NA-DFC, may affect the Companys business conducts.
The Company shall comply with the prevailing regulations in carrying out its production processes, marketing
activities and product distributions. The regulations stipulate issues related to product quality and safety, product
ingredients, advertisements, relationship with distributors and retailers as well as environment, health and safety.
The Company shall also comply with regulations related to license requirements, trade practices, price
regulations and taxation. Despite of the Companys belief that its business conducts have complied with all of the
prevailing regulations, failure to adhere to new regulations or its changes or interpretations or implementations
and changes to interpretations or implementations of existing laws and regulations may have material adverse
effects to the Companys activities and operational performance. In addition, the Companys failure to comply
with the prevailing laws and regulations may result in the Company being subjected to civil sanctions, including
fines, punishments or product recalls and other criminal sanctions.
In addition, manpower regulations, changes to the laws and regulations which stipulate the minimum wage and
liberty of the labor unions, may also give rise to additional issues in industrial relationships, which, in the event of
mass labor strikes, may have material adverse effects to the Companys operational activities
2. 2. Rupiah Exchange Rate Fluctuations may Adversely Affect the Companys Financial Performance
and Investments
In carrying out its operational activities, such as purchase of inactive ingredients, machineries and export sales,
the Company often uses foreign currencies. In general, Rupiah is exchangeable and transferrable without
restriction. However, from time to time, Bank of Indonesia may intervene in the foreign exchange market as part
of its policy implementation, either by selling Rupiah or utilizing the reserve currency to purchase Rupiah. There
is no guarantee that (i) Bank of Indonesias floating exchange rate policy will remain, or (ii) depreciation of
Rupiah against foreign currencies, including United States Dollar (USD) will not occur, or (iii) the Government will
take further action to stabilize, maintain and increase the value of Rupiah, or (iv) whether any of the above
proceedings will succeed.
Fluctuations in exchange rate may adversely affect the Companys performance and cash flows. For example,
depreciation of Rupiah against USD or other international currency may increase the purchasing cost of inactive
ingredients and machineries that are calculated in Rupiah. Changes in floating exchange rate policy may result in
significant increase in domestic interest rate, lack of liquidity and control over capital flow or exchange rate. The
condition may lead to decline in economic activities, economic recession, loan default and increase the purchase
price of inactive ingredients price, which will increase the production cost. The above consequences may have

42

adverse material effect to the Companys business activities, financial performance, results and business
prospects.
2. 3. Social, Economic, Political and Security Conditions
The Companys performance is dependent on Indonesias and global social, economic, political and security
conditions. The crisis in Europe also affects Indonesias economy, which adversely affects Indonesias industrial
activities. The condition may adversely affect the Companys business activities.
3.

Risks Associated with Investment in the Companys Shares

3. 1. Risks Associated with the Relatively Limited Number of Shares offered in the Public Offering
Investors purchasing shares offered in this Initial Public Offering face the risk of illiquidity of the shares offered in
this Initial Public Offering as the percentage of shares offered is relatively limited even though it is relatively large
in numbers.
3. 2. Risks Associated with Share Price Fluctuation
The fluctuation in the trading of the Companys shares in the IDX may result in the decline of the Companys
shares price and investors may face potential loss in their investment. The following conditions may trigger the
decline of the Companys shares price:
x Perceptions of business prospects and business activities of the Company and its Subsidiaries and also
the herbal medicine industry in general.
x Announcements made by the Company in relation to operational activities or corporate actions.
x Changes in general economic, political and market conditions in Indonesia.
x Sale of Offered Shares by the Companys shareholders.
x Changes in companies shares prices, particularly those in Asia and developing countries
x General share price fluctuation in the stock market
x Difference between realization of the Companys financial condition and actual business result
compared to that expected by investors and analysts.
3. 3. Risks Associated with Capital Market in Indonesia
The Company has submitted its application for listing of the Offered Shares in IDX. Currently, there is no market
available to trade the said shares. There is no guarantee that the market for those shares will be developed.
Indonesias capital market is relatively less liquid and may become more volatile compared to capital market in
several other countries. In addition, securities prices in Indonesias capital market are generally more volatile
compared to securities prices in other capital markets.
The ability to sell and settle trades on the IDX may be subject to delays at any time. In light of the foregoing,
there can be no assurance that the holder of the Companys Offered Shares will be able to dispose of its Shares
at the prices or times that would be available to such holder in a more liquid and less volatile market, or to
dispose of its Shares at all.
Notwithstanding the approval of the Companys application for the listing of the Offered Shares, such listing will
not be effective for a maximum of 3 (three) Business Days following the end of allotment period for this Initial
Public Offering. During the period, the holders of shares are exposed to risk of share price fluctuation in the IDX
without the ability to dispose of the Offered Shares purchased through IDX.

43

3. 4. Risks Associated with Limitations of Non-Controlling Interest

The responsibilities of major shareholders, members of the Board of Commissioners and the Board of Directors
to minority shareholders under Indonesian law may be more limited compared to those required by the law in
certain other countries. In light of the foregoing, under the prevailing Indonesian law, minority shareholders may
not be able to protect their interests to the same extent possible under prevailing laws in certain other countries.
The Companys legal principals such as the validity of actions taken by the Company, fiduciary duty imposed to
the management, Board of Commissioners and Board of Directors and controlling shareholders and the rights of
minority shareholders are governed by the Company Law and the Companys Articles of Association.
The aforementioned legal principles may differ from those that would apply had the Company been incorporated
in jurisdictions outside Indonesia. Specifically, concepts relating to managements fiduciary duties have not been
tested in Indonesian courts. Derivative lawsuits with respects to the Board of Commissioners and Board of
Directors action are rarely filed on behalf of the respective Company nor have they been tested in Indonesian
courts, and the rights of minority shareholders were regulated as recently as 1995 and have not been proven in
practice. Even though such lawsuits are feasible based on Indonesian laws, the absence of court precedents
may hinders the civil suit process. Therefore, there is no assurance that the minority shareholders rights or
indemnity is equal to, or as extensive as those in other jurisdictions, or whether they are sufficient to protect the
minority shareholders interests.
3. 5. Risks Associated with Dilution
According to Rule No.IX.D.1, a public listed company must offer its shareholders pre-emptive rights to purchase
the Offered Shares in advance, in order to retain their respective shareholding percentages prior to issuance of
the New Shares.
In the event that the Company offers its shareholders the right to purchase or to acquire a portion of shares or
distribute shares to its shareholders, the Companys shareholders may not be able to exercise the rights to
acquire such portion of shares unless the provisions set forth by the laws in relation to securities in the
shareholders jurisdiction have been fulfilled.
In the event that the Company conducts a limited public offering or other similar offering, the Company will
evaluate related potential costs and liabilities, and their ability to comply with the provisions and regulations
outside of Indonesia, along with other relevant factors. Nevertheless, the Company can choose not to comply
with the securities law in other jurisdictions and if the Company chooses to do so, where there is no exception
regarding the registration statement, Shareholders in these jurisdiction could not participate in the limited public
offering or other similar offering. Therefore, the non-participating Shareholders may experience dilution of their
ownerships. As a result, the Company is not able to provide assurance to investors that they will be able to
maintain their respective shareholdings in the Company. Due to a limited number of public offerings in Indonesia,
it is permissible for investors to participate in such offerings with a higher discount rate calculated from the last
trading price and the inability to participate in such offerings may cause material losses for the non-participating
Shareholders.

44

3. 6. Risks Associated with the Companys Ability to Distribute Dividends in the Future
Future dividends distribution shall be depended on the Companys ability to generate profit. The Company is not
able to provide assurance that the investors will receive dividends in the periods subsequent to the Initial Public
Offering. The foregoing may be due to net loss recorded for the current year or retention of the Companys net
profit to support future business developments. In addition, there is no assurance that the Company will be able
to distribute dividends in the same amount as the previous years.
3.7.

Risk of Transactions with Conflict of Interest

In order to protect the right of minority shareholders of public companies from transaction which has a conflict of
interest, Rule No. IX.E.I grants the right to independent shareholders to cast a vote to approve or reject any
material or immaterial transaction that contains conflict of interest as set forth by OJK, except for the transactions
that are exempted by OJK. The requirements to obtain approval from independent shareholders may burden the
Company in terms of time and money dan may cause the Company to release certain transactions which
otherwise would be the Companys best decision. In addition, there can be no assurance that approval from
independent shareholders may be obtained.
Rule No.IX.E.I stipulates the requirements concerning the procedures to conduct affiliated transactions. Rule No.
IX.E.1 defines two types of transactions, i.e., affiliated transactions and transactions with conflict of interest.
Affiliated transaction is defined as transaction conducted by the company or entities under common control of
Affiliates of the company or Affiliates of member of the Board of Directors, Board of Commissioners or principal
shareholders of the company which owns a minimum of 20% legitimate casting vote from the Companys issued
capital. Affiliated transaction does not require prior approval from the Companys independent shareholders.
Except for certain exemptions, public companies must disclose the information regarding affiliated transactions to
public, including a summary of independent appraisal report. However, affiliated transaction may qualify as
transaction which has a conflict of interest when there is a difference between the Companys economic interest
and the personal economic interest of the members of the Board of Directors, Board of Commissioners or
principal shareholders that my inflict financial losses upon the company. When a transaction qualifies as a
transaction which has a conflict of interest, with certain exceptions, the transaction requires prior approval of the
independent shareholders who do not have any conflict of interest with respect to the said transaction and who
are not affiliated to the members of the Board of Directors, Board of Commissioners or principal shareholders
that do not have conflict of interest.
Transaction which has a conflict of interest must be approved by the GMS that is attended by more than 50% of
independent shareholders and must be approved by more than 50% of independent shareholders. In the event
that the quorum of attendance is not achieved, the resolution of the second GMS shall be valid under the same
quorum requirement of the first GMS; however the voting for approval is granted at 50% from the present
independent shareholders or their proxies. The third GMS may only convene upon approval of OJK.
If the transaction which has a conflict of interest does not obtain the approval from independent shareholders in a
GMS that has reached the quorum of attendance, the plan for the said transaction which has a conflict of interest
may not be resubmitted in less than 12 months from the date of refusal.
The Companys Management hereby represents that all business risks have been disclosed and
prepared according to the level of such risks against the Companys and its Subsidiaries financial
performance.


45

VII.

MATERIAL EVENTS OCCURING SUBSEQUENT TO THE INDEPENDENT

AUDITORS REPORT

As of the date of issuance of this Prospectus, there are no important event that has material impact to the
Company and its Subsidiaries financial and business result subsequent to the date of the Independent Auditors
Report dated 26 September 2013 which has been reissued in the report dated 28 October 2013 on the
consolidated financial statements for the seven month period ended July, 31 2013 as audited by Public
Accountant Firm Tanubrata, Sutanto, Fahmi & Partners signed by Indra Sri Wwidodo SE, Ak, CPA with
unqualified opinion, except for the event or important transactions disclosed below:
By Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido
Muncul Tbk No. 33 dated 18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has
received approval from the Minister of Justice and Human Rights under No. AHU-49556.AH.01.02.Year 2013
dated 24 September 2013 and was registered in the Company Registry under No. AHU-0089234.AH.01.09.Year
2013 dated 24 September 2013.
Approved the change of status asserted and agree as follows:
1. Changes to the Articles of Association of the Company, among others :
Approved the changes to the Company's authorized capital amounted to Rp5,000,000,000,000 (five trillion
Rupiah) divided into 50,000,000,000 (fifty billion) shares, at par value of Rp100 (one hundred Rupiah)
2. Approved the allocation of shares as much as 10% of total issuance of new shares, in order to Employee
Stock Allocation (ESA) program with respect to Bapepam-LK or the Financial Services Authority regulations
and Stock Exchange Regulations.
3. Received and accepted the resignation of Ray Nugraha Yoshuara effective on 15 September 2013.
4. Change the composition of the Companys Board of Directors and Board of Commissioners to be as follows:
Board of Commissioners
President Commissioner
Commissioner
Independent Commissioner

:
:
:

Sigit Hartojo Hadi Santoso

Johan Hidayat
Doktorandus Budi Setiawan Pranoto

Directors
President Director
Director
Director
Unaffiliated Director

:
:
:
:

Irwan Hidayat
Sofyan Hidayat
David Hidayat
Revi Firmansjah

46

Some other important events are as follows :

1. In accordance with the promissory notes dated 19 September 2013 between the Company and PT Hotel
Candi Baru (HCB), in which the Company accounts receivable to HCB amounted to Rp 87,975,415,277, bear
interest according to the interest rate of Government Bank and will be paid after December 31, 2013
as agreed by both parties .
2. In accordance with the promissory notes dated 20 September 2013, between the Company dan PT Daya
Cipta Tiara (DCT), DCT has repaid all of the accounts receivables on 9 October 2013.
3. The Companys receivables to PT Gasindo Mekar Putra amounted to Rp1,810,000,000 already paid on
25 September 2013.
4. Based on letter of management statement of the Company dated 21 October 2013, the Company will
redeem the investment at Universal Ventures Fund SCC in a short time or at the latest on 30 June 2014.


47

VIII.

DESCRIPTION OF THE COMPANY AND ITS SUBSIDIARIES

1. Brief History of the Company

The Companys initial herbal medicine industry started from a home industry managed by Mrs. Rahkmat Sulistio
in 1940 in Yogyakarta, assisted by three employees. The rising demand for a more practical jamu packaging
encouraged her to produce jamu in a more practical form (powder). As the business continued to grow, jamu
processing was moved from Yogyakarta to Semarang, and in 1951 a small company was established under the
name Sido Muncul, which translated as A Dream Come True, with its first factory located in Jl Mlaten
Trenggulun Semarang. In 1970, a limited partnership was established under the name CV Industri Jamu &
Farmasi Sido Muncul.
In 1975, the form of the business entity for herbal industry industry was changed to a Limited Liability Company
under the name PT Industri Jamu & Farmasi Sido Muncul, whereby the entire business and assets of CV Industri
Jamu & Farmasi Sido Muncul was merged with and carried forward by the limited liability company.
As the business continued to develop, the factory located in Jl Mlaten Trenggulun was no longer able to serve
the production capacity required to meet the increasing market demand. In 1984, the factory was moved to Small
Industral Area in Jl Kaliwage, Semarang. To accommodate the growing market demand, the factory was
equipped with modern machineries and the number of employees continued to grow in proportion to the capacity
required.
To anticipate future growth, the Company considered it necessary to built a larger and more modern factory unit,
therefore in 1997 the cornerstone-laying of the new factory in Klepu, Ungaran, was conducted by Sri Sultan
Hamengkubuwono X and was witnessed by the General Director of National Agency of Drugs and Food Controls
at the time.
The new factory which was located in Klepu, Bergas Subdistrict, Ungaran, with total are of approximately
30 hectares was inaugurated on 11 November 2000 by the Minister of Health and Social Welfare of the Republic
of Indonesia at the time. During the inauguration, the Company received two certificates, i.e., CPOTB and CPOB
that are equivalent to pharmaceutical standards, which made the Company the only herbal medicine factory with
pharmaceutical standard. The factory location consisted of factory building with total area of 8 hectares and the
remaining served as factory environmental support areas.
The Company was established by virtue of Deed of Establishment No. 21 dated 18 March 1975, drawn up before
Kahirman Gondodiwirjo, SH, Notary in Semarang, the aforementioned deed has received formalization from the
Miniser of Justice of the Republic of Indonesia by virtue of Decree of the Minister of Justice of the Republic of
Indonesia No. Y.A.5/84/16 dated 30 January 1981 and was registered in the general registry at the Secretariat of
Semarang District Court under No. 28/2000/11 dated 28 February 2000, and was announced in the SGRI No. 39
dated 16 May 2000, SSGRI No. 2240/2000 (hereinafter referred to as Deed of Establishment)

48

Since the Companys establishment, the Companys Articles of Associations have been amended several times
as outlined below:
1. Deed of Minutes of Meeting No. 15 dated 6 March 1998 in relation to the Deed of Amendment of Minutes of
Meeting No. 8 dated 11 November 1998 and Deed of Minutes of Meeting No. 9 dated 15 January 1999, the
three of which were drawn up before Subiyanto Putro, SH., Notary in Semarang. The aforementioned deeds
have received formalization from the Miniter of Justice and Human Rights of the Republic of Indonesia by
virtue of Decree No. C-12633 HT.01.04-TH.99 dated 8 June 1999, and the Notification on Changes to the
Articles of Association was received and recorded under No. C-12632 HT.01.04-TH.99 dated 8 June 1999
and were registered in the Company Registry in accordance with the Company Law at Semarang Company
Registry Office under No. 527/BH-11.01/I/2000 dated 25 January 2000, and were announced in the SGRI
No. 39 dated 16 May 2000, SSGRI No. 2441/2000, whereby the shareholders approved the amendment of
the Companys Articles of Association in its entirety to conform to the provisions of Law No. 1 Year 1995
concerning Limited Liabilities Company, amended article 1 paragraph 1 of the Articles of Association
regarding the change of the Companys name to PT Industri Jamu dan Farmasi Sido Muncul, domiciled in
Semarang and amended the provisions of Article 4 paragraph 1, 2 and Article 3 of the Articles of
Association.
2. Deed of Minutes of Meeting of the Company No. 32 dated 29 March 2004, drawn up before Subiyanto Putro,
SH., Notary in Semarang, which has received formalization from the Minister of Justice and Human Rights of
the Republic of Indonesia by virtue of Decree No. C-11480 HT.01.04.TH.2004 dated 10 May 2004 and was
registered in the Company Registry in accordance with the Company Law at Semarang Company Registry
Office under No. 0175/RUB.11.01/VI/2004 dated 1 June 2004 and was announced in the SGRI NO. 52
dated 29 June 2004, SSGRI No. 6167/2004, whereby the shareholders approved the increase of the
Companys authorized, issued and paid-up capital (hereinafter referred to Deed No. 32 dated 29 March
2004).
3. Amendment to the Articles of Association to conform to the Company Law as incorporated in the Deed of
Minutes of Meeting of the Company No. 45 dated 30 August 2007, drawn up before Subiyanto Putro, SH.,
Notary in Semarang, which has received formalization from the Minister of Justice and Human Rights of the
Republic of Indonesia by virtue of Decree No. C-07691 HT.01.04-TH.2007 dated 27 December 2007 and
was registered in the Company Registry in accordance with the Company Law at Semarang Company
Registry Office under No. 073/RUB-11.01/II/2008 dated 27 February 2008, and the Receipt of Notice of
Amendement to Articles of Association was received and recorded in the Ministry of Justice and Human
Rights Legal Entities Administration System database under No. AHU-AH.01.10-1735 dated 23 January
2008, registered in the Company Registry under No. AHU-0004962.AH.01.09.Year 2008 dated 23 January
2008, and was announced in the SGRI No 40 dated 16 May 2008, SSGRI No. 6449/2008 (hereinafter
referred to as Deed No. 45 dated 30 August 2007).
4. Deed of Minutes of Meeting of the Company No. 40 dated 26 April 2010, drawn up before Subiyanto Putro,
SH, MKn, Notary in Semarang, concerning the amendment of the Companys aim and objectives. The
aforementioned Deed has received formalization from the Minister of Justice and Human Rights of the
Republic of Indonesia by virtue of Decree No. AHU-24966.AH.01.02.Year 2010 dated 17 May 2010 and was
registered in the Company Registry under No. AHU-0036959.AH.01.09.Year 2010 dated 17 May 2010 and
was announced in the SGRI NO. 36 dated 6 May 2011, SSGRI No. 12018/2011 (hereinafter referred to as
Deed No. 40 dated 26 April 2010).
5. Deed of the Companys Shareholders Resolutions No. 60 dated 27 December 2010, drawn up before
Dewikusuma, SH., Notary in Semarang, concerning the amendment of Article 4 Paragrahp 1, 2 and 3 of the
Companys Articles of Association. The aforementioned deed has received formalization from the Minister of
Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU-04129.AH.01.02.Tahun
2013 dated 4 February 2013 and was registered in the Company Registry under No. AHU0007107.AH.01.09.Year 2013 dated 4 February 2013 and published in BNRI No. 37 dated 7 May 2013,
TBNRI No. 27162/2013 (hereinafter referred to as Deed No. 60 dated 27 December 2012).

49

6. Deed of Resolutions of the Shareholders of PT Industri Jamu and Farmasi Sido Muncul, domiciled in
Semarang No. 12 dated 13 March 2013, drawn up before Desikusuma, SH., Notary in Semarang,
concerning the amendment of Article 4 paragraph 1 of the Companys Articles of Association. The
aforementioned deed has received formalization from the Minister of of Justice and Human Rights of the
Republic of Indonesia by virtue of Decree No. AHU-13746.AH.01.02.Year 2013 dated 18 March 2013 and
was registered in the Company Registry under No. AHU-0023613.AH.01.09.Year 2013 dated 18 March
2013 and published in No. BNRI. 37 dated May 7, 2013, No. TBNRI. 27163/2013 (hereinafter referred to as
Deed No. 12 dated 13 March 2013).
7. Deed of Resolutions of the Shareholders of PT Industri Jamu and Farmasi Sido Muncul, domiciled in
Semarang No. 23 dated 21 March 2013, drawn up before Desikusuma, SH., Notary in Semarang,
concerning the amendment of Article 4 paragraph 2 of the Companys Articles of Association. The
aforementioned deed has received formalization from the Minister of of Justice and Human Rights of the
Republic of Indonesia by virtue of Decree No. AHU-AH.01.10-11347 dated 28 March 2013 and was
registered in the Company Registry under No. AHU-0027381.AH.01.09.Year 2013 dated 28 March 2013 and
published in No. BNRI. 37 dated May 7, 2013, No. TBNRI. 27163/2013 (hereinafter referred to as Deed
No. 23 dated 21 March 2013).
8. Deed of Resolutions of the Shareholders of PT Industri Jamu and Farmasi Sido Muncul No. 53 dated 11
June 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received formalization from the
Minister of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU33406.AH.01.02.Year 2013 dated 20 June 2013 and was registered in the Company Registry under
No. AHU-0058325.AH.01.09.Year 2013 dated 20 June 2013 and notification of Amandment to the Articles of
Association was received and recorded in the database of Legal Administration of the Ministry of Justice and
Human Rights No. AHU-AH.01.10-29127 dated 16 July 2013 regarding Acceptance Notification of
Amandment to the Articles of Association of Company and was registered in the Company Registry
No. AHU-0067884.AH.01.09. Year 2013 dated 16 July 2013, whereby the shareholders approved the
change of the Companys status from Private Limited Company to Public Limited Company and the
amendment of the Articles of Association in its entirety to conform to Rule No. IX.J.1 and its implementing
regulations, which resulted in the change of the Companys name to PT Industri Jamu dan Farmasi Sido
Muncul Tbk (hereinafter referred to as Deed No. 53 dated 11 June 2013).
9. Deed of Resolutions of the Shareholders of PT Industri Jamu and Farmasi Sido Muncul No. 33 dated
18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received formalization
from the Minister of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU49556.AH.01.02 Tahun 2013 tanggal 24 September 2013 and was registered in the Company Registry
under No. AHU-0089234.AH.01.09.Year 2013 dated 24 September 2013 and notification of Amandment
to the Articles of Association was received and recorded in the database of Legal Administration of the
Ministry of Justice and Human Rights No. AHU-AH.01.10-41201 dated 9 October 2013 regarding
Acceptance Notification of Amandment to the Articles of Association of Company and was registered in the
Company Registry No. AHU-0092498.AH.01.09.Year 2013 dated 9 October 2013, regarding the
reaffirmation of the status of the company became a public listed company, approved the allocation
of shares up to 10% of total issuance of new shares for Employee Stock Allocation program (ESA) and
changed the article 4, paragraph 1 of the the Companys Articles of Association.
2. Licenses and Permits of the Company
The Companys aim and objective is to engage in herbal medicine and pharmaceutical industry, trade, ground
transportation, service and agriculture.

50

In carrying out its business activities, the Company has obtained the required licenses and permits from the
authorized government agency. Significant licenses and permits obtained are, among others, as follows:
Ministry of Health (formerly known as Department of Health)
License
Traditional Medicine
Industry Business
License

Number and Date

No. HK.07.02/V/025/11 dated 9 February 2011

Issued by
Directorate General of
Pharmaceutical Services
and Medical Devices

Certificate of CPOTB
(Cara Pembuatan
Obat Tradisional
yang Baik, Good
Manufacturing
Practices for
Traditional Medicine)

No. 008/CPOTB/02/3/XI/2000 dated 11

November 2000 (for Powder preparations)

Directorate General of
Drugs and Food Controls,
Directorate of Traditional
Medicine Controls

No. 009/CPOTB/05/3/XI/2000 dated 11

November 2000 (for Capsule preparations)

Validity Period
For and indefinite period as
long as the Company
remains active in its
production activities
-

No. 010/CPOTB/05/3/XI/2000 dated 11

November 2000 (for Tablet / caplet
preparations)
No. 011/CPOTB/06/3/XI/2000 dated 11
November 2000 (for Liquid Internal Medicine
preparations)

Certificate of CPOB
(Cara Pembuatan
Obat yang Baik,
Good Manufacturing
Practices)

No. 011/CPOTB/06/3/XI/2000 dated 11

November 2000 (for Instant Powder
preparations)
No. 2181/CPOB/A/XI/00 dated 7 November
2000 (for Non-antibiotics Regular Tablet
preparations)
No. 2182/CPOB/A/XI/00 dated 7 November
2000 (for Non-antibiotics Coated Tablet)

Directorate General of
Drugs and Food Controls,
Directorate of Traditional
Medicine Controls

No. 2183/CPOB/A/XI/00 dated 7 November

2000 (for Non-antibiotics Hard Capsule
preparations)
No. 2184/CPOB/XI/00 dated 7 November 2000
(for Oral Non-antibiotics Liquid preparations)

3. Development of the Companys Share Ownership

The development of the Companys Share Ownership up to date of issuance of this Prospectus is as follows:
Year 1975
In accordance with the Companys Deed of Establishment No. 21 dated 18 March 1975, drawn up before
Kahirman Gondodiwirjo, SH., Notary in Semarang, which has received formalization from the Minister of Justice
of the Republic of Indonesia by virtue of Decree of Minister of Justice of the Republic of Indonesia
No. Y.A5/84/16 dated 30 January 1981 and was registered in the general registry at the Secretariat of Semarang
District Court under No. 28/2000/II dated 28 February 2000, and was announced in the SGRI No. 39 dated
16 May 2000, SSGRI No. 2240/2000, the Companys capital structure as of the date of its establishment was as
follows:

51

Description
Authorized Capital
Shareholders:

Nominal Value Rp 150,000 per Share

Number of Shares
Nominal Value (Rp)
200
30,000,000
20
20
10
50
150

Jahja Hidayat
Siem Giok Hwa
Sofjan Hidajat
Issued and Paid-up Capital
Shares in Portfolio

3,000,000
3,000,000
1,500,000
7,500,000
22,500,000

%
100.00
40.00
40.00
20.00
100.00
-

Capital contribution as of the date of establishment was based on assets and liabilities of the limited partnership
CV Industri Jamu & Farmasi Sido Muncul as stated in the latest financial statement of the limited partnership
dated 18 March 1975 and valued at Rp7.500.000,- (seven million five hundred thousand Rupiah).
Year 1976-1997
In accordance with the Deed of Sale of Shares in Portfolio No. 2 dated 1 July 1976, drawn up before Kahirman
Gondodiwirjo SH., Notary in Semarang, the Company issued 50 (fifty) shares from its portfolio, whereby as
stated in the aforementioned Deed, the Company, hereinafter referred to as Seller sold the Companys shares
at par or Rp150,000 (one hundred fifty thousand Rupiah) per share to the following Buyers: 5 (five) shares to
Jahja Hidayat, 5 (five) shares to Siem Giok Hwa, 10 (ten) shares to Irwan Hidajat, 10 (ten) shares to Johan
Hidajat, 10 (ten) shares to Sandra Linata and 10 (ten) shares to David Hidajat, that were fully paid with a price on
par or Rp150,000 (one hundred fifty thousand Rupiah) or entirely at Rp7,500,000 (seven million five hundred
Rupiah) paid in cash to the Company. In light of the foregoing, the capital and shareholding structure were as
follows:
Description
Authorized Capital
Shareholders:

Nominal Value Rp150,000 per Share

Number of Shares
Nominal Value (Rp)
200
30,000,000
25
25
10
10
10
10
10
100
100

Jahja Hidajat
Siem Giok Hwa
Irwan Hidajat
Sofjan Hidajat
Yohan Hidajat
Sandra Linata
David Hidajat
Issued and Paid-up Capital
Shares in Portfolio

3,750,000
3,750,000
1,500,000
1,500,000
1,500,000
1,500,000
1,500,000
15,000,000
15,000,000

%
100.00
25.00
25.00
10.00
10.00
10.00
10.00
10.00
100.00
-

Based on the Deed of Grant of Shares No. 83 dated 30 August 1994, drawn up before Hartanto Pandji Surya,
SH, Notary in Semarang, the beneficiaries of Jahja Hidayat (the Late who died on 6 July 1994) one and another
based on the Certificate of Inheritance Rights No. 1/VIII/1994 dated 22 August 1994 drawn up by the same
notary, the Lates children were named Irwan Hidajat, Sofyan Hidajat, Johan Hidajat, Ny. Sandra Linata Hidajat,
and David Hidajat (jointly referred to as the First Party), donated free of charge to Ny. Janda Desy Sulistio (Siem
Giok Hwa), who is also the heir of the Late (the Lates wife), as the Second Party of all the rights as the

52

beneficiaries of 25 shares in the Company. Following the grant of shares, the composition of the owners /
shareholders of the Company after the implementation of the grant are as follows:
Description
Authorized Capital
Shareholders:
Siem Giok Hwa
Irwan Hidajat
Sofjan Hidajat
Johan Hidajat
Sandra Linata
David Hidajat
Issued and Paid-up Capital
Shares in Portfolio

Nominal Value Rp150.000 per Share

Number of Shares
Nominal Value (Rp)
200
30,000,000
50
10
10
10
10
10
100
100

7,500,000
1,500,000
1,500,000
1,500,000
1,500,000
1,500,000
15,000,000
15,000,000

%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-

According to the Affirmation and Representation Letter of the Company as prepared by all of the Companys
shareholders on 31 May 2013, it is stated that after the date of 30 August 1994 and before the date of 23 May
1996, the Company published/issued 100 shares were purchased by the Companys shareholders in proportion
to their respective ownership percentage and payment of the shares were made in cash to the Company. The
Shareholders affirmed that that the issued shares were purchased by the shareholders and payment of the
shares were made in cash to the Company. The shares issuance were conducted in accordance to the articles
ofassociation and the applicable regulations, with the following details (i) Siem Giok Hwa purchased 50 (fifty)
shares or Rp 7.500.000, - (ii) Irwan Hidajat purchased ten (10) shares, (iii) Sofian Hidayat purchased 10 (ten)
shares or Rp 1.500.000, - (iv) Johan Hidayat purchased 10 (ten) shares or Rp 1.500.000, - (v) Sandra Linata
Hidajat purchased 10 (ten) shares or Rp 1.500.000, - and (vi) David Hidayat purchased ten (10) shares
or Rp 1.500.000,- thererefore the authorized, issued and paid-up capital of the Company became
Rp 30.000.000,- (thirty million Rupiah) consisting of 200 (two hundred) shares with the following shareholdings
structure:
Description

Authorized Capital

Nominal Value Rp150,000 per Share

Number of
Nominal Value (Rp)
Shares
200
30,000,000

%
100.00

Shareholders

Mrs. Jd. Desy Sulistio Hidayat (Siem Giok

Hwa)
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio

53

100

15,000,000

50.00

20
20
20
20
20
200
-

3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
30,000,000
-

10.00
10.00
10.00
10.00
10.00
100.00
-

Year 1998-1999
In accordance with the Deed of Minutes of Meeting of the Company No 15 dated 6 March 1998 in relation to the
Deed of Minutes of Meeting No 9 dated 15 January 1999, both of which were drawn up by Subiyanto Putro, SH.,
Notary in Semarang, the shareholders of the Company approved the increase of the shares nominal value from
Rp150,000 (one hundred fifty thousand Rupiah) to Rp 1,000,000 (one million Rupiah), the increase of authorized
capital from Rp30,000,000 (thirty million Rupiah) to Rp30,000,000,000 (thirty billion Rupiah) and amended the
Companys issued and paid-up capital which the original 200 (two hundred) shares or Rp 30,000,000 (thirty
million Rupiah) to 8,000 (eight thousand) shares or for Rp8,000,000,000 (eight billion Rupiah). Capital
contribution pertaining to the increase of capital was paid in cash. In light of the foregoing, the Companys capital
structure was as follows:
Description

Authorized Capital
Shareholders:
Mrs. Jd. Desy Sulistio Hidayat
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio

Nominal Value Rp1,000,000 per Share

Number of
Nominal Value (Rp)
Shares
30,000
30,000,000,000
4,000
800
800
800
800
800
8,000
22,000

4,000,000,000
800,000,000
800,000,000
800,000,000
800,000,000
800,000,000
8,000,000,000
22,000,000,000

%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-

Year 2004
In accordance with the Deed of Minutes of Meeting of the Company No. 32 dated 29 March 2004, drawn up
before Subiyanto SH., Notary in Semarang, the shareholders of the Company approved the increase of the
Companys authorized capital from Rp30,000,000,000 (thirty billion rupiah) to Rp100,000,000,000 (one hundred
billion Rupiah) and the increase of the Companys issued and paid-up capital from 8,000 (eight thousand) shares
or a total of Rp8,000,000,000 (eight billion Rupiah) to 30,000 (thirty thousand) shares or a total of
Rp30,000,000,000 (thirty billion Rupiah). The capital contribution pertaining to the increase in capital was paid-up
in cash. In light of the foregoing, the Companys capital structure was as follows:
Description
Authorized Capital
Shareholders:
Mrs. Jd. Desy Sulistio Hidayat
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio

Nominal Value Rp1,000,000 per Share

Number of Shares
Nominal Value (Rp)
100,000
100,000,000,000
15,000
3,000
3,000
3,000
3,000
3,000
30,000
70,000

54

15,000,000,000
3,000,000,000
3,000,000,000
3,000,000,000
3,000,000,000
3,000,000,000
30,000,000,000
70,000,000,000

%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-

Year 2007
In accordance with the Deed of Minutes of Meeting of the Company No. 45 dated 30 August 2007, drawn up
before Subiyanto SH., Notary in Semarang, the shareholders of the Company approved the issuance of 6,000
(six thousand) new shares from the entire shares in the portfolio, which were entirely subscribed proportionally by
the shareholders, and the capital contribution pertaining to the increase in capital was paid-up in cash. In light of
the foregoing, the Companys capital structure was as follows:
Description
Authorized Capital

Nominal Value Rp1,000,000 per Share

Number of Shares
Nominal Value (Rp)
100,000
100,000,000,000

Shareholders:

18,000
3,600
3,600
3,600
3,600
3,600
36,000
64,000

Mrs. Jd. Desy Sulistio Hidayat

Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio

18,000,000,000
3,600,000,000
3,600,000,000
3,600,000,000
3,600,000,000
3,600,000,000
36,000,000,000
64,000,000,000

%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-

Year 2012
In accordance with Deed No. 60 dated 27 December 2012, drawn up before Dewikusuma, SH., Notary in
Semarang, the shareholders approved the increase in the Companys authorized capital from
Rp100,000,000,000 (one hundred billion Rupiah) to Rp1,130,000,000,000 (one trillion one hundred thirty billion
Rupiah) and the increase of the Companys issued and paid-up capital from Rp36,000,000,000 (thirty six billion
Rupiah) to Rp1,130,000,000,000 (one trillion one hundred thirty billion Rupiah). The entire increase of capital
was subscribed proportionally by the shareholders and the capital contribution was paid up in cash. In light of the
foregoing, the Companys capital structure was as follows:
Description
Authorized Capital
Shareholders:

Mrs. Jd. Desy Sulistio Hidayat

Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio

Nominal Rp Value 1,000,000 per Share

Number of Shares
Nominal Value (Rp)
1,130,000
1,130,000,000,000
565,000
113,000
113,000
113,000
113,000
113,000
1,130,000
-

55

565,000,000,000
113,000,000,000
113,000,000,000
113,000,000,000
113,000,000,000
113,000,000,000
1,130,000,000,000
-

%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-

Year 2013
In accordance with Deed No. 12 dated 13 March 2013, drawn up before Dewikusuma, SH., Notary in Semarang,
the shareholders approved the increase of the Companys authorized capital from Rp1,130,000,000,000 (one
trillion one hundred thirty billion Rupiah) to Rp4,500,000,000 (four trillion five hundred billion Rupiah) so that the
Companys capital structure was as follows:
Description
Authorized Capital
Shareholders:

Mrs. Jd. Desy Sulistio Hidayat

Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio

Nominal Value Rp1,000,000 per Share

Number of Shares
Nominal Value (Rp)
4,500,000
4,500,000,000,000
565,000
113,000
113,000
113,000
113,000
113,000
1,130,000
3,370,000

565,000,000,000
113,000,000,000
113,000,000,000
113,000,000,000
113,000,000,000
113,000,000,000
1,130,000,000,000
3,370,000,000,000

%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-

In accordance with Deed No. 23 dated 21 March 2013, drawn up before Dewikusuma, SH., Notary in Semarang,
the shareholders approved the issuance of shares in portfolio of Rp220,000,000,000 (two hundred twenty billion
Rupiah) and the increase in issued and paid-up capital from Rp1,130,000,000,000 (one trillion one hundred thirty
billion Rupiah) to Rp1,350,000,000,000 (one trillion three hundred fifty billion Rupiah). The issuance of shares
from portfolio was fully subscribed proportionally by the shareholders and the capital contribution was paid up in
cash. In light of the foregoing, the Companys capital structure was as follows:
Description
Authorized Capital
Shareholders:

Mrs. Jd. Desy Sulistio Hidayat

Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio

Nominal Value Rp1,000,000 per Share

Number of Shares
Nominal Value (Rp)
4,500,000
4,500,000,000,000
675,000
135,000
135,000
135,000
135,000
135,000
1,350,000
3,150,000

56

675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
1,350,000,000,000
3,150,000,000,000

%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-

In accordance with the Deed of Resolutions of the Shareholders of the Company No. 53 dated 11 June 2013,
drawn up before Fathiah Helmi, SH., Notary in Jakarta, the shareholders approved the changes of the nominal
value of the shares from Rp1,000,000 (one million Rupiah) to Rp100 (one hundred Rupiah). In light of the
foregoing value change, the Companys capital structure was as follows:
Description
Authorized Capital
Shareholders:

Nominal Value Rp100,- per Share

Number of Shares
Nominal Value (Rp)
45,000,000,000
4,500,000,000,000
6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
13,500,000,000
31,500,000,000

Mrs. Jd. Desy Sulistio Hidayat

Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio

675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
1,350,000,000,000
3,150,000,000,000

%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-

In accordance with the Deed of Resolutions of the Shareholders of the Company No. 33 dated 18 September
2013, drawn up before Fathiah Helmi, SH., Notary in Jakarta and which has received formalization from the
Minister of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU49556.AH.01.02 Tahun 2013 tanggal 24 September 2013 and was registered in the Company Registry under
No. AHU-0089234.AH.01.09.Tahun 2013 tanggal 24 September 2013, the shareholders approved to increase
the authorized capital of the Company which was originally Rp4,500,000,000,000 (four trillion five hundred billion
rupiah) to Rp 5,000,000,000,000 (five trillion rupiah) to the Company's capital structure is as follows:
Description
Authorized Capital
Shareholders:

Nominal Value Rp100,- per Share

Number of Shares
Nominal Value (Rp)
50.000.000.000
5.000.000.000.000

Mrs. Jd. Desy Sulistio Hidayat

Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio

6.750.000.000
1.350.000.000
1.350.000.000
1.350.000.000
1.350.000.000
1.350.000.000
13.500.000.000
36.500.000.000

675.000.000.000
135.000.000.000
135.000.000.000
135.000.000.000
135.000.000.000
135.000.000.000
1.350.000.000.000
3.650.000.000.000

%
100,00
50,00
10,00
10,00
10,00
10,00
10,00
100,00
-

4. Structure of Directors and Commissioners

In accordance with the Deed of Resolutions of the Shareholders of the Company No. 33 dated 18 September
2013, drawn up before Fathiah Helmi, SH., Notary in Jakarta and which has received formalization from the
Ministry of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU-AH.01.1041202 dated 9 October 2013 and was registered in the Company Registry No. AHU-0092499.AH.01.09.Year
2013 dated 9 October 2013 the structure of the Companys Board of Commissioners and Board of Directors are
as follows:

57

Board of Commissioners
President Commissioner
Commissioner
Independent Commissioner

:
:
:

Sigit Hartojo Hadi Santoso

Johan Hidayat
Doktorandus Budi Setiawan Pranoto

Directors
President Director
Director
Director
Unaffiliated Director

:
:
:
:

Irwan Hidayat
Sofyan Hidayat
David Hidayat
Revi Firmansjah

Based on the aforementioned Deed No.33 dated 18 September 2013, the term of office of the Companys Board
of Directors and Board of Commissioners commenced on the signing of Deed No. 33 dated 18 September 2013
until the closing of Companys Annual GMS held in 2016.
The appointment of the Board of Commissioners and Board of Directors was in conformity with Bapepam-LK
Rule No. IX.I.6, Annex to Decree The Chairman of Bapepam-LK No. Kep-45/PM/2004 dated 29 November 2004
regarding Directors and Commissioners of a Public Company. Brief information on each member of the
Companys Board of Commissioners and Board of Directors is as follows.
Board of Commissioners:

Sigit Hartojo Hadi Santoso President Commissioner

Indonesian Citizen, born in Rembang in 1949 (63 years old). Serving as the
Companys President Commissioner since May 2013.
Currently serves as the President Commissioner of PT Muncul Armada Raya
(2002 now).
Johan Hidayat - Commissioner
Indonesian Citizen, born in Yogyakarta in 1950 (62 years old). Serving as the
Companys Commissioner since 1972 and is one of the Companys
Shareholders.
Currently serves as Commissioner of PT Muncul Mekar (2001 now),
Commissioner of PT Semarang Herbal Indo Plant (2009 now),
Commissioner of PT Muncul Putra Offset (1994 now), Commissioner of
PT Muncul Armada Raya (2002 now), Commissioner of PT Hotel Candi
Baru (2002 now), Commissioner of PT Mentari Anugerah Sakti (2013
now) and Director of CV Mekar Subur (2012 now)

58

Budi Setiawan Pranoto Independent Commissioner

Indonesian citizen, born in Semarang in 1947 (66 years old). Serving as the
Companys Independent Commissioner since May 2013.
Earned his Bachelor of Economics from University of Diponegoro in 1973.
Currenty serves as Chairman of PT Infinite Management Services (May 2007
now), Chairman PT Togamas Pranata Widyantara (May 2007 now), and
President Director of PT Bisnis Solusi Pranata (May 2007 now).
Previously served as President Director of PT Astra Otoparts (May 1999
May 2007), President Commissioner and Commissioner of several
subsidiaries of PT Astra Otoparts Tbk (May 1999 May 2007), Vice President
Director of PT Astra Graphia Tbk (June 1997 May 1999), Director of
PT Astra Graphia Tbk (June 1997 June 1998), Vice President Director of
PT Mitracorp Pacific Nusantra (February 1995 February 2003), President
Director of PT Astra Multi Sales (July 1993 July 1999), Vice President
Director of PT LG Astra Electronics (July 1993 May 1995), President
Director of PT Graha Kartika Kencana (July 1993 February 1995) and
Director of PT Federal Motor (1990 1997).

59

Directors:

Irwan Hidayat President Director

Indonesian Citizen, born in Yogyakarta in 1947 (66 years old). Serving as the
Companys President Director since May 2013 and is one of the Companys
Shareholders.
Currently serves as Commissioner of PT Muncul Mekar (1994 now),
President Commissioner of PT Semarang Herbal Indo Plant (2009 now),
Commissioner of PT Muncul Putra Offset (1994 now), Commissioner of
PT Muncul Armada Raya (2002 now), Commissioner of PT Hotel Candi
Baru (February 2013 now), Commissioner of PT Mentari Anugerah Sakti
(2013 now), previously served as the Companys Commissioner from 1972
May 2013.
Sofyan Hidayat - Director
Indonesian citizen, born in Yogyakarta in 1948 (64 years old). Serving as the
Companys Marketing Director since May 2013 and is one of the Companys
Shareholders.
Currently serves as Commissioner of PT Muncul Mekar (2001 now),
Commissioner of PT Semarang Herbal Indo Plant (2009 now),
Commissioner of PT Muncul Putra Offset (1994 now), Commissioner of
PT Muncul Armada Raya (2002 now), Commissioner of PT Hotel Candi
Baru (2013 now), Commissioner of PT Mentari Anugerah Sakti (2013
now), previously served as the Companys Commissioner from 1972 May
2013.
David Hidayat - Director
Indonesian Citizen, born in Semarang in 1955 (57 years old). Serving as the
Companys Operational Director since 1998.
Currently serves as Director of PT Muncul Putra Offset (2000 now),
Commissioner of PT Muncul Mekar (1994 now), President Director of
PT Semarang Herbal Indon Plant (2009 now), Director of PT Muncul
Armada Raya (2002 now), President Director of PT Hotel Candi Baru
(February 2013 now), Commissioner of PT Mentari Anugerah Sakti (2013
now). Previously served as the Companys Commissioner (1998 May 2013).

60

Revi Firmansjah Unaffiliated Director

Indonesian Citizen, born in Yogyakarta in 1970 (43 years old). Serving as the
Companys Director since September 2013 and heading the Finance
department.
Earned his Bachelor of Science (in Marketing & Management) from University
of Oregon di Eugene, Oregon in 1993, and Master of Business Administration
(in Finance) from University of Miami di Miami, Florida in 1994.
Currently, also acted as Advisor of PT MTC Asia Indonesia since May 2011
which previously served as Director of PT MTC Asia (January 2009 - April
2011). Previously also served as a Senior Associate in Grandtag Financial
Group (July 2006 - December 2008), Assistant Vice President at Fortis Bank
(August 2002 - June 2006), Vice President-Equity Sales of PT GK Goh
Indonesia (April 2000 - July 2002) , Finance Manager at PT Gilang Garmindo
(Sept 1998-Mar 2000) and the Corporate Finance Manager at PT Indosuez WI
Carr Securities, (September 1994 - Agustus1998).

Remuneration of the Board of Commissioners and Directors

Salary and benefit paid to the Board of Commissioners and Directors for the year ended 31 December 2012 was
Rp585,000,000 and for the year ended 31 December 2011 was Rp552,000,000, whereas for the year ended
31 December 2010, 2009 and 2008 were Rp526,000,000, Rp381,000,000 and Rp186,000,000, respectively.
Remuneration Basis for the members of Directors from time to time be determined by the General Meeting of
Shareholders and authorized by the General Meeting of Shareholders may be delegated to the Board of
Commissioners. Meanwhile, the remuneration basis for the members of the Board of Commissioners from time
to time be determined by the AGM.
Corporate Secretary
In accordance with the provisions of Bapepam-LK Rule No.IX.I.4, Annex to the Decree of Bapepam-LK Chairman
No. Kep-63/PM/1996 dated 17 January 1996 regarding the Formation of Corporate Secretary, based on the
Decision Letter of the Companys Board of Director No. 001/SM/SKDIR/VI/2013 dated 18 June 2013, effectively
from 18 June 2013, the Company appointed Ms. Tiur Simamora as the Corporate Secretary to perform the duties
of a Corporate Secretary as defined in the aforementioned provisions.
Name
Address

Phone
Fax

: Tiur Simamora
: Menara Suara Merdeka Building 6th Floor
Jl Pandanaran No.30
Semarang 50134, Indonesia
: (+6224) 7692-8811
: (+6224) 7692-8815

61

As part of its commitment on transparency to all stakeholders, the Company appointed a Corporate Secretary
whose role is to provide information regarding the Company to public (the Government of Indonesia, investors
and public), and provide information on relevant regulations to the Board of Directors. The Corporate Secretary
provides information on the Companys condition, market development (particularly concerning regulation) and
recommendation to the Management in the effort to comply and fulfill the prevailing capital market regulation.
Therefore, the Corporate Secretary has three main functions, i.e., as Liason Officer, Complience Officer and
Investor Relation Executive. The Corporate Secretary also plays an important role in providing key information
to the stakeholders.
Audit Committee
In order to comply with the provisions of Bapepam-LK Rule No.IX.I.5, Annex to the Decree of Bapepam-LK
Chairman No. Kep-643/BL/2012 dated 7 December 2012 regarding the Formation and Guidelines for Audit
Committee, based on the Companys representation letter dated 9 October 2013, the Company shall establish
and appoint an audit committee at a date no later than 6 months since the listing date of the Companys shares
on the IDX or the Companys next GMS, whichever is earlier.
Internal Audit Unit Charter
The Company has established Internal Audit Unit and Internal Audit Charter as required by the provisions of
Bapepam-LK Rule No. IX.I.7, Annex to the Decree of Bapepam and LK Chairman No. Kep-496/BL/2008 dated
28 November 2008 regarding Establishment and Guidelines on Preparation of Internal Audit Unit Charter, which
was stipulated by the Companys Board of Directors by virtue of Letter No. 002/SM/SKDIR/VI/13 dated 18 June
2013. The Company has appointed Ms. Ho Siu May as the Head of Internal Audit Unit.
In carrying out its functions, the Internal Audit Unit duties are as follows:
a. Prepare and carry out annual internal audit plan;
b. Test and evaluate the implementation of internal control and risk management system in accordance with
the company policies;
c. Perform inspection and evaluation on the efficiency and effectiveness in finance, accounting, operational,
human resources, marketing, information technology department and other activities;
d. Provide recommendation of improvement and objective information on inspected activities to all levels of
management;
e. Prepare and submit audit result report to the President Director and the Board of Commissioners;
f. Monitor, analyze and report the implementation of the recommended follow up actions for improvements;
g. Cooperate with Audit Committee;
h. Prepare a program to evaluate the quality of internal audit activities conducted; and
i. Perform special inspection within the scope of internal control as assigned by the President Director.
Internal Audit Unit shall prepare and report their audit result in a report to the auditee. The Head of the
department or unit being audited shall response to the audit result within 14 days. The response shall include the
steps to be taken by the respective department/unit in order to meet the advices/recommendation for
improvements stated in the internal audit report. If considered necessary, a timetable may be set for the steps
to be taken by the said department/unit. The audit report shall be submitted to the President Director and copied
to the Board of Directors and Board of Commissioners.

62

5. Human Resources (HR)

HR is the Companys main assets and plays an important role in determining the success of the Companys
business activities. Being aware of the fact, the Company believes that in order to achieve its missions, efforts to
support the development and improvement in human resources qualities are necessary to ensure optimum
utilization of HR.
The Company does not have any employee with specific expertise in certain area, whose absence will interrupt
the continuity of the Companys operational or business activities. Currently, the Company is supported by more
than 3,000 employees with various educational backgrounds who are placed in accordance with their respective
expertise, ability and capacity.
Continuous improvement on HR quality that is linked to various challenges and changes that constantly exist in
the herbal medicine industry remains as the focus for Human Capital Department. Planned, structured and
continuously accomplished employees training program continue to occupy the Human Capital Departments
work activities. Various improvements in HR which include the preparation of annual curriculum and training
calendar are integrated part of the overall effort to achieve the aforementioned goals.
The Company is aware that long term business success is highly reliant on the preparedness and quality of HR.
To develop their skills, from time to time employees are provided with opportunities to attend training, courses as
well as seminar. The education and training policy for all employees in every lines and level of the organization is
implemented intensively throughout the year, either internally or externally. Aside from the considerations
described above, the steps taken by the Company also serve as follow-up actions on build-strategy based
recruitment policy. Several areas or training topics that continue to gain serious attention from the Companys
management from time to time includes training on work ethics and spirituality; teamwork building; product
knowledge on products sold in supermarkets; service excellence; food hygiene, sanitation and safety; information
technology system, managerial and supervisory skills development in general.
Employee Composition and Remuneration Policy
Total employees of the Company and Subsidiaries as of 31 July 2013 were 3,926 employees, which most of
them are permanent employees. The Company does not hire foreign workers. With regard to salary and
remuneration, the Company has fully complied and adhered to the prevailing regulation concerning UMR (Upah
Minimum Regional, Minimum Regional Wage).
The Company and Subsidiaries employee compositions from 2010 to 31 July 2013 are as follows:
By Management Level
31 July 2013
Managemant
Level
Amount
%

Company
Director
Manager
Supervisor
Staff
Sub Total
MM
Director
Manager
Supervisor
Staff
Sub Total
SHIP

31 December 2012
Amount
%

31 December 2011
Amount
%

31 December 2010
Amount
%

12
30
214
3,510
3,766

0.30
0.76
5.40
88.59
95.05

8
39
440
2,803
3,290

0.23
1.12
12.66
80.66
94.68

8
39
407
2,469
2,923

0.26
1.26
13.12
79.62
94.26

8
37
378
2,109
2,532

0.30
1.37
14.00
78.11
93.78

8
13
11
119
151

0.20
0.33
0.28
3.00
3.81

8
11
11
118
148

0.23
0.32
0.32
3.40
4.26

8
11
9
129
157

0.26
0.35
0.29
4.16
5.06

8
10
9
129
156

0.30
0.37
0.33
4.78
5.78

63

31 July 2013
Managemant
Level
Amount
%
Director
Manager
Supervisor
Staff
Sub Total
Total

7
1
37
45
3,962

31 December 2012
Amount
%

0.18
0.03
0.00
0.93
1.14
100.00

7
1
29
37
3,475

0.20
0.03
0.00
0.83
1.06
100.00

31 December 2011
Amount
%

31 December 2010
Amount
%

31 December 2011
Amount
%

31 December 2010
Amount
%

7
1
13
21
3,101

0.23
0.03
0.00
0.42
0.68
100.00

1
1
10
12
2,700

0.04
0.04
0.00
0.37
0.44
100.00

By Age Level
Age
Company

31 July 2013
Amount

31 December 2012
Amount
%

18 - 24 years
25 - 34 years
35 - 44 years
45 - 54 years
More than 55 years
Amount
MM

506
1,265
747
289
959
3,766

12.77
31.93
18.85
7.29
24.20
95.05

380
1,053
721
274
862
3,290

10.94
30.30
20.75
7.88
24.81
94.68

208
962
706
265
782
2,923

6.71
31.02
22.77
8.55
25.22
94.26

103
817
672
257
683
2,532

3.81
30.26
24.89
9.52
25.30
93.78

18 - 24 years
25 - 34 years
35 - 44 years
45 - 54 years
More than 55 years
Amount
SHIP

10
38
53
38
12
151

0.25
0.96
1.34
0.96
0.30
3.81

11
41
44
40
12
148

0.32
1.18
1.27
1.15
0.35
4.26

12
50
53
30
12
157

0.39
1.61
1.71
0.97
0.39
5.06

11
54
53
27
11
156

0.41
2.00
1.96
1.00
0.41
5.78

18 - 24 years
25 - 34 years
35 - 44 years
45 - 54 years
More than 55 years
Amount
Total

23
12
4
1
5
45
3,962

0.58
0.30
0.10
0.03
0.13
1.14
100.00

15
13
3
1
5
37
3,475

0.43
0.37
0.09
0.03
0.14
1.06
100.00

4
10
1
1
5
21
3,101

0.13
0.32
0.03
0.03
0.16
0.68
100.00

5
7
12
2,700

0.19
0.26
0.00
0.00
0.00
0.44
100.00

By Educational Level
Educational
Level

Company
Elementary
Junior High
Senior High
Associate
Diploma
Bachelor
Master
Doctoral
Sub Total
MM
Elementary
Junior High
Senior High
Associate
Diploma

31 July 2013
31 December 2012 31 December 2011
31 December 2010
Amount
% Amount
% Amount
% Amount
%
622
526
1.956
41
384
226
10
1
3.766

15.70
13.28
49.37
1.03
9.69
5.70
0.25
0.03
95.05

428
526
1.713
41
355
216
10
1
3.290

12.32
15.14
49.29
1.18
10.22
6.22
0.29
0.03
94.68

142
526
1.662
38
338
206
10
1
2.923

4.58
16.96
53.60
1.23
10.90
6.64
0.32
0.03
94.26

154
500
1.416
31
246
176
8
1
2.532

5.70
18.52
52.44
1.15
9.11
6.52
0.30
0.04
93.78

10
11
68
1
9

0.25
0.28
1.72
0.03
0.23

11
13
64
1
10

0.32
0.37
1.84
0.03
0.29

11
13
68
1
13

0.35
0.42
2.19
0.03
0.42

10
12
70
1
14

0.37
0.44
2.59
0.04
0.52

64

Educational
Level
Bachelor
Master
Doctoral
Sub Total
SHIP
Elementary
Junior High
Senior High
Associate
Diploma
Bachelor
Master
Doctoral
Sub Total
Total

31 July 2013
31 December 2012 31 December 2011
31 December 2010
Amount
% Amount
% Amount
% Amount
%
49
3
151

1.24
0.08
0.00
3.81

46
3
148

1.32
0.09
0.00
4.26

48
3
157

1.55
0.10
0.00
5.06

48
1
156

1.78
0.04
0.00
5.78

36
7
2
45
3.962

0.00
0.00
0.91
0.00
0.18
0.05
0.00
0.00
1.14
100.00

27
7
3
37
3.475

0.00
0.00
0.78
0.00
0.20
0.09
0.00
0.00
1.06
100.00

16
1
4
21
3.101

0.00
0.00
0.52
0.00
0.03
0.13
0.00
0.00
0.68
100.00

7
1
4
12
2.700

0.00
0.00
0.26
0.00
0.04
0.15
0.00
0.00
0.44
100.00

Labor Union
In industrial relation management, the Company and the Labor Union play an equal role of business partner.
Currently, the Company has a Labor Union that is registered at Semarang Manpower and Transmigration
Agency under Registration Number 140/251/OP.SP.85/02 dated 15 February 2002.
Employee Welfare
The Company always strives to improve its employee welfare, which is one of the work motivations, by providing
compensations in the form of salary that at a minimum is equal to the prevailing UMR (Upah Minimum Regional,
Minimum Regional Wage). In addition, the Company also provides other facilities as follows:
1. Jamsostek, covering Work-Related Accident Benefit, Death Benefit and Provident Fund Benefit as
reflected in Jamsostek Membership Certificate No. 78CL0037, Registration No. LL000061 issued by
PT Jamsostek (Persero) on 8 November 1999 under Control No. 2012-49171.
2. Insurance for Hospital Inpatient and Surgery for the Companys employee
3. Healthcare Facilities in the form of First Aid, polyclinic, doctor on duty and paramedics to serve the
Companys employee
4. Benefits other than salary
5. Pension Fund Program
6. Worship facilities at work environment for employees.
Work Health and Safety Standards
To comply with the provisions of Law No. 1 Year 1970 regarding Work Safety juncto Minister of Manpower
Regulation No.PER.04/MEN/1987 regarding Organizing Committee for Work Health and Safety and Procedures
for Appointment of Work Safety Experts, the Companys management has established the P2K3 (Panitia
Pembinaan Keselamatan dan Kesehatan Kerja, Organizing Committee for Work Health and Safety), which has
been approved by Head of Semarang Regency Manpower and Transmigration Agency under
No. 566.4/0569/2010 dated 30 June 2010 regarding Legalization of Organizing Committee of Work Health and
Safety at the Company and Decision Letter of Head of Semarang Regency Manpower and Transmigration
Agency under No. 568/0228.37/2008 dated 31 March 2008 regarding Inauguration of Administrators of P2K3
(Panitia Pembinaan Keselamatan dan Kesehatan Kerja, Organizing Committee for Work Health and Safety).
P2K3 actively provides counseling and monitors work health and safety aspects, particularly within the
Companys factory area.

65

In conducting its business activities, the Company is highly aware of the important role of employees in
developing the Company. Therefore, the Company always pays careful attention to the work health and safety by
implementing industry health and safety standards in accordance with the prevailing Government regulations.
Work health and safety are important factors that the Company takes into account in carrying out its production
activities.
The Company is committed to achieve and maintain the best management level for work health and safety
through proper monitoring over workers health and safety that are conducted on a periodical basis. Therefore,
the Company provides polyiclinic to anticipate the possibility of sick employees or accidents at work. In addition,
the Company also conducts reimbursement program for health cost incurred by employees in obtaining medical
treatment.
The Company always puts priority over workplace safety and ensures that the Company has implemented proper
industry standards for health and safety in accordance with the prevailing Government regulation. Work safety is
an important factor that the Company evaluates when conducting expansion and increasing production capacity
of the Companys factory.

6. The Companys Organization Structure

General Meeting of Shareholders

Directors

Board of Commissioners

President Director

Audit Committee

Corporate Secretary
Marketing Director

Internal Audit
Finance & Adm Director

Operational Director

Product Manager

Finance Manager

Production Manager

Market Research
Manager

Accounting Manager

R&D Manager
Logistic Manager

Promotion Manager

HR Manager

66

7. Description of the Subsidiaries

A. PT Semarang Herbal Indo Plant (SHIP)
Brief History
A legal entity in the form of a Limited Liability Company, established by virtue of the laws of the Republic of
Indonesia, domiciled in Semarang and established under the name PT Semarang Herbal Indo Plant by virtue of
Deed No. 10 dated 10 June 2009, drawn up before Subiyanto Putro, SH, MKn., Notary in Semarang, and has
received formalization from the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of
Decision Letter No. AHU-55847 AH.01.01.Year 2009 dated 17 November 2009 and was registered in the
Company Registry under No. AHU-0076231.AH.01.09.Year 2009 on 17 November 2009, the Articles of
Association of which was last amended by virtue of Deed of Resolutions of Shareholders of PT Semarang Herbal
Indo Plant No. 27 dated 21 December 2012, drawn up before Dewikusuma, SH., Notary in Semarang, and has
received formalization from the Minister of Justice and Human Rights of the Republic of Indonesia by virtue of
Decision Letter No. AHU-02095.AH.01.02.Year 2013 dated 23 January 2013 and was registered in the Company
Registry under No. AHU-0003619.AH.01.09.Year 2013 dated 23 January 2013 and published in the State
Gazette of the Republic of Indonesia (SGRI) No. 37 dated 7 May 2013, Supplement No. 27164/2013.
Business Activities
SHIP may carry out the following business activities:
a. Engage in industrial business, which include herbal extract processing industry, traditional medicine industry,
animal and livestock medicine industry and flavor or essence industry;
b. Engage in trading, including import, export, local, interprovinces, agency, purveyor, wholesaler, supplier and
distributor for products from herbal extract industry, herbs ingredients, wood, agricultural and plantation
products, industrial plantation forest products, traditional medicines, industrial waste and scrap recycled
products, and all tradable goods, either for SHIP or on a commission basis for and on behalf of other parties;
c. Engage in ground transportation business, which include expedition and warehousing, passenger
transportation and freight related to the conduct of the aforementioned industry and trade business;
d. Engage in general services business, in particular extract services, e-commerce services and traditional
medicine research and development services, except for law and tax services;
e. Engage in agricultural business, which include:
- Field of Agrobusiness (trade of agricultural products), in particular farms, marine and freshwater fisheries
and aquaculture, plantation, livestock, marine/freshwater biota seeding and cultivation, animal and forestry
breeding and cultivation;
- Field of Agroindustry, in particular the processing of agricultural products, fisheries, aquaculture,
plantation, livestocks, forest products, eggs frozen processing plant and animal and poultry
slaughterhouse.
Up to now, SHIP is engaged in the sale of extracts to third parties and toll manufacturing of some of the
Companys products.

67

Board of Commissioners and Directors

Based on the Deed of Establishment in relation to Deed of Minutes of Meeting No. 29 dated 31 August 2010,
drawn up before Subiyanto Putro SH, MKn., Notary in Semarang, which were consecutively reported to the
Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Notification Letter of Company
Data Changes No. AHU-AH.01.10-25948 dated 14 October 2010 and registered in the Company Registry under
No. AHU-0074507.AH.01.09.Tahun 2010 dated 14 October 2010, and Notification Letter of Company Data
Changes No. AHU-AH.01.10-25949 dated 14 October 2010 and registered in the Company Registry under
No. AHU-0074508.AH.01.09.Tahun 2010 dated 14 October 2010, the structure of PT Semarang Herbal Indo
Plants executive boards is as follows:
Board of Commissioners:
President Commissioner : Irwan Hidayat
Commissioner
: Sofyan Hidayat
Commissioner
: Johan Hidayat
Commissioner
: Mrs. Sandra Linata Hidajat
Commissioner
: Mrs. Desy Sulistio Hidajat
Directors:
President Director
Director

: David Hidayat
: Roy Anton

Capital and Shareholding Structure

In accordance with the Deed of Resolutions of the Shareholders of PT Semarang Herbal Indo Plant No. 40 dated
26 December 2012, drawn up before Dewikusuma, SH, Notary in Semarang, which has been reported to the
Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Notification Letter of Company
Data Changes No. AHU-AH.01.10-03962 dated 8 February 2013 and was registered in the Company Registry
under No. AHU-0009203.AH.01.09.Year 2013 dated 8 February 2013, the capital and shareholding structure
of PT Semarang Herbal Indo Plant are as follows:
Description
Authorized Capital
Shareholders:

Nominal Value Rp1,000,000 per Share

Total Shares
Nominal Value (Rp)
Percent
109,000
109,000,000,000
100%
1
108,999
109,000
-

Mrs. Jd. Desy Sulistio Hidajat

PT Industri Jamu dan Farmasi Sido Muncul
Issued and Paid-up Capital
Shares in Portfolio

68

1,000,000
108,999,000,000
109,000,000,000
-

0.01%
99.99%
100.00%
-

Key Financial Highlights

Statements of Financial Position

Current Assets
Non-current Assets
Total Assets
Current Liabilities
Non-current Liabilities
Total Liabilities
Total Equity
Total Liabilities & Equity

Statement of Comprehensive
Income (Losses)
Revenue
Gross Profit (Loss)
Operating Expense
Income (Losses) before Tax
Comprehensive Income (Losses)

Note 2 : SHIP commenced operation in 2011.

31 July
2013
20,737
100,033
120,770
3,279
861
4,141
116,630
120,770

2012
57,774
52,596
110,370
1,048
306
1,354
109,017
110,370

For the Seven Months

Period Ended 31 July
2013
20121
17,983
8,118
7,945
(571)
1,997
646
9,090
(1,193)
7,126
(1,229)

31 December
2011
3,180
55,590
58,769
2,033
160
2,193
515,381
58,769

(in millions of Rupiah)

2010

5,970
50,335
56,304
5,121
4
5,125
346,409
56,304

(in millions of Rupiah)

For the Year Ended 31 December
2012
19,258
14,922
986
3,404
3,440

2011
1,612
(2,663)
983
3,642
3,603

20102
(-)
286
197
196

Analyses on SHIPs financial statement accounts with fluctuations above 30% compared to the previous year are
presented below:
Statement of Financial Position
8. Assets
As of 31 December 2012 compared to 31 December 2011
As of 31 December 2012, SHIPs total assets was Rp110,370 million, increased by Rp51,601 million or
equaled to 87.80% compared to total assets as of 31 December 2011, which amounted to Rp58,769 million.
The increase was mainly due to the increase in cash and bank by Rp55,870 million as a result of receipt of
advance payment of capital from the shareholders in 2012 at the amount ot Rp34,000 million. In addition,
SHIP also received proceeds from capital contribution of Rp15,000 million.
9. Liabilities
As of 31 July 2013 compared to 31 December 2012
On July 31, 2013, SHIP has total liabilities amounted to USD 4,141 million, increased by Rp2.787 million,
equivalent to 205.90% as compared to total liabilities as of 31 December 2011 amounted to Rp1.354 million.
This increase was primarily due to increases in the tax debt which is the estimated current year income tax
debts amounting to Rp1.625 million.

69

As of 31 December 2012 compared to 31 December 2011

As of 31 December 2012, SHIPs total liabilities was Rp1,354 million, decreased by Rp840 million or equaled
to 38.28% compared to total liabilities as of 31 December 2011, which amounted to Rp2,193 million. The
decrease was mainly due to the decrease in shareholders loan as a result of repayment to shareholders by
SHIP at the amount of Rp2,000 million.
As of 31 December 2011 compared to 31 December 2010
As of 31 December 2011, SHIPs total liabilities was Rp2,193 million, decreased by Rp2,932 million or
equals to 57.21% compared to total liabilities as of 31 December 2010, which amounted to Rp5,125 million.
The decrase was mainly due to the decrease in other payables by Rp5,087 million as a result of payment of
other payables to third parties.
10. Equity Growth
As of 31 December 2012 compared to 31 December 2011
SHIPs total equity as of 31 December 2012 was Rp109,017 million, increased by Rp52,440 million or
equaled to 92.69% compared to total equity as of 31 December 2011, which amounted to 56,576 million.
The increase was mainly due to the increase in SHIPs issued and paid-up capital by Rp15,000 million and
advance payment of capital of Rp34,000 million as a result of the increase in SHIPs authorized capital.
Statement of Comprehensive Income (Losses)
a. Revenue
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July
2012
SHIPs revenue for the seven months period ended 31 July 2013 reached Rp17,983 million, increased by
Rp9,865 million or equaled to 121.52% compared to revenue for the seven months period ended 31 July
2012, which amounted to Rp8,118 million. The increase was mainly derived from SHIPs sales to the
Company for the seven months period ended 31 July 2013, which amounted to Rp17,923 million,
significantly increased compared to similar period in 2012, which amounted to Rp8,118 million.
The year ended 31 December 2012 compared to the year ended 31 December 2011
SHIPs revenue for the year ended 31 December 2012 reached RP19,258 million, increased by Rp17,646
million or equaled to 1,094.82% compared to revenue for the year ended 31 December 2011, which
amounted to Rp1,612 million. The increase was mainly derived from SHIPs sales to the Company, which
significantly increased to Rp19,219 million in 2012 compared to sales in 2011, which amounted to Rp1,612
million.

70

b. Cost of Services
The year ended 31 December 2012 compared to the year ended 31 December 2011
SHIPs Cost of Services for the year ended 31 December 2012 was Rp14,922 million, increased by
Rp10,647 million or equals to 249.03% compared to Cost of Services for the year ended 31 December 2011,
which amounted to Rp4,275 million. The increase was in line with the increase in SHIPs revenue. In
addition, the increase in Cost of Services was also due to the increase in indirect production cost and
alcohol by Rp6,104 million and Rp2,375 million, respectively.
c. Gross Profit
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July
2012
SHIPs Gross Profit for the seven months period ended 31 July 2013 was Rp7,945 million, increased by
Rp8,516 million or equaled to 1.492,24%compared to SHIPs Gross Loss for the seven months period ended
31 July 2012, which amounted to Rp571 million.The increase was due to the increase in SHIPs revenue,
which resulted in higher gross profit compared to similar period in the previous year.
The year ended 31 December 2012 compared to the year ended 31 December 2011
SHIPs Gross Profit for the year ended 31 December 2012 was Rp4,337 million, increased by Rp7,000
million or equaled to 262.83% compared to SHIPs Gross Loss for the year ended 31 December 2011, which
amounted to Rp2,663 million. The increase was due to the increase in SHIPs revenue, which resulted in
higher gross profit compared to similar period in the previous year.
d. Net Profit
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July
2012
SHIPs Net Profit for the seven months period ended 31 July 2013 was Rp7,126 million, increased by
Rp8,355 million or equaled to 679.70% compared to Net Loss for the seven months period ended 31 July
2012, which amounted to Rp1,129million. The increase was due to the increase in SHIPs revenue, which
resulted in higher net profit compared to similar period in the previous year.
The year ended 31 December 2012 compared to the year ended 31 December 2011
SHIPs Net Profit for the year ended 31 December 2012 was Rp3,440 million, increased by Rp7,044 million
or equaled to 195.48% compared to Net Loss for the year ended 31 December 2011, which amounted to
Rp3,603 million. The increase was due to the increase in SHIPs revenue, which resulted in higher net profit
compared to similar period in the previous year.

71

B. PT Muncul Mekar (MM)

Brief History
A legal entity in the form of a Limited Liability Company, established by virtue of the laws of the Republic of
Indonesia, domiciled in Semarang and established under the name PT Muncul Mekar by virtue of Deed No. 38
dated 29 December 1986, drawn up before Hartanto Pandji Surya, SH., Notary in Semarang, the deed of which
has received formalization from the Minister of Justice of the Republic of Indonesia by virtue of Decision Letter
No. C2-6018-HT.01.01.TH.87 dated 22 September 1987, and was registered in the General Registry
at Semarang Secretariat of District Court on 20 October 1987 under No. 365/1987/II and was announced in the
SGRI No. 33 dated 23 April 1999, SSGRI No. 2392/1999, the Articles of Association of which was last amended
by virtue of Deed of Resolutions of the Shareholders of PT Muncul Mekar No. 28 dated 21 December 2012,
drawn up before Dewikusuma, SH., Notary in Semarang, the deed of which has received formalization from the
Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Decision Letter No. AHU02096.AH.01.02.Tahun 2013 dated 23 January 2013 and was registered in the Company Registry under
No. AHU-0003620.AH.01.09.Year 2013 dated 23 January 2013 and published in the State Gazette of the
Republic of Indonesia (SGRI) 37 dated 7 May 2013, Supplement No. 27161/2013.
Business Activities
PT Muncul Mekar may carry out the following business activities:
a. Engage in trading, including import, export, local, inter-provinces, agency, purveyor, wholesaler, supplier and
distributor of medicines (pharmaceutical), herbs, herbs inggredients, cosmetics, health related food and
beverages, either for MM or based on commission for and behalf other parties;
b. Engage in ground transportation, which includes expedition and warehousing, passenger transportation and
freight;
c. Engage in agricultural business, which includes:
- Field of Agrobusiness (trade of agricultural products), in particular farms, marine and freshwater fisheries
and aquaculture, plantation, livestock, marine/freshwater biota seeding and cultivation, animal and forestry
breeding and cultivation;
- Field of Agroindustry, in particular the processing of agricultural products, fisheries, aquaculture,
plantation, livestocks and forest products.
Up to now, MM is engaged in general trading of the Companys products.
Board of Commissioners and Directors
Based on Deed of Minutes of Meeting of Extraordinary General Meeting of Shareholders of PT Muncul Mekar,
Semarang No. 07 dated 23 April 2012, drawn up before Catarina Mulyani Santoso, SH., MH., Notary in
Semarang, the deed of which was reported to the Minister of Justice and Human Rights of the Republic of
Indonesia by virtue of Notification Letter of Company Data Changes No. AHU-AH.01.10-17882 dated 16 May
2012 and was registered in the Company Registry under No. AHU-0044535.AH.01.09.Year 2012 dated 16 May
2012, the structure of PT Muncul Mekars executive boards is as follows:

72

Board of Commissioners:
President Commissioner : Mrs. Desy Sulistio Hidajat
Commissioner
: Irwan Hidayat
Commissioner
: Sofyan Hidayat
Commissioner
: Johan Hidayat
Commissioner
: Mrs. Sandra Linata Hidajat
Commissioner
: David Hidayat
Directors:
Director

: Mrs. Theresia Muljaningsih Djasman

Capital and Shareholding Structure

In accordance with the Deed of Resolutions of Shareholders of PT Muncul Mekar No. 48 dated 26 December
2012, drawn up before Dewikusuma, SH., Notary in Semarang, the deed of which has been reported to the
Minister of Justice and Human Rights of the Republic of Indonesia by virtue of Notification Letter of Company
Data Changes No. AHU-AH.01.10-02979 dated 4 February 2013 and was registered in the Company Registry
under No. AHU-0007109.AH.01.09.Year 2013 dated 4 February 2013, the capital and shareholding structure of
PT Muncul Mekar are as follows:
Description

Nominal Value Rp 1,000,000 per Share

Total Shares
Nominal Value (Rp)
899,700
899,700,000,000

Authorized Capital
Shareholders:
Mrs. Jd. Desy Sulistio Hidajat
PT Industri Jamu dan Farmasi Sido Muncul
Issued and Paid-up Capital
Shares in Portfolio

1
899,699
899,700
-

1,000,000
899,699,000,000
899,700,000,000
-

Percent
100.00%
0.01%
99.99%
100.00%
-

Key Financial Highlights

Statements of Financial Position

Current Assets
Non-current Assets
Total Assets
Current Liabilities
Non-current Liabilities
Total Liabilities
Total Equity
Total Liabilities and Equity

Statements of Comprehensive
Income (Losses)
Sales
Gross Profit
Operating Expense
Income/Losses before Income Tax
Comprehensive Income

31 July
2013
718,807
314,386
1,033,193
85,726
298
86,025
947,168
1,033,193

2012
964,618
11,499
997,117
69,269
673
69,943
906,174
997,117

For the Seven Months Period

Ended 31 July
2013
20121
1,357,785
1,318,607
82,161
84,648
32,269
32,981
50,541
33,111
40,994
24,845

73

(in millions of Rupiah)

31 December
2011
2010
254,970
187,398
12,342
13,269
267,312
200,667
217,356
166,223
846
3,292
218,202
169,515
49,110
31,152
267,312
200,667

(in millions of Rupiah)

For the Year Ended 31 December
2012
2,337,892
142,265
98,790
66,792
50,385

2011
2,159,539
116,005
92,730
23,957
17,957

2010
1,840,562
84,403
64,348
20,298
14,931

Analyses on MMs financial statement accounts with fluctuations above 30% compared to the previous year are
presented below:
Statements of Financial Position
a. Assets
The year ended 31 December 2012 compared to the year ended 31 December 2011
MMs total assets as of 31 December 2012 was Rp976,117 million, increased by Rp708,805 million or
equaled to 265.16% compared to total assets as of 31 December 2011, which amounted to Rp267,312
million. The increase was mainly due to the increase in other receivable by Rp399,968 million as a result of
loan granted to the Company. In addition, cash and cash equivalents also increased by Rp261,089 million
as a result of receipt of advance payment for capital from the shareholders with regards to the increase in
MMs authorized capital.
The year ended 31 December 2011 compared to the year ended 31 December 2010
MMs total assets as of 31 December 2011 was Rp267,312million, increased by Rp66,645 million or equaled
to 33.21% compared to total assets as of 31 December 2010, which amounted to Rp200,667 million. The
increase was mainly due to the increase in other receivables by Rp35,050 million, which represented
receivable on guarantee from Sub-Representative paid to the Company. In addition, trade receivable also
increased by Rp34,156 million as a result of MMs sales to third parties.
b. Liabilities
The year ended 31 December 2012 compared to the year ended 31 December 2011
MMs total liabilities as of 31 December 2012 was Rp69,943 million, decreased by Rp148,260 million or
equaled to 67.95% compared to total liabilities as of 31 December 2011, which amounted to Rp218,202
million. The decrease was mainly due to the decrease of trade payables by Rp164,241 million due to MMs
payment of its payable to the Company for the purchase of goods.
The year ended 31 December 2011 compared to the year ended 31 December 2010
MMs total liabilities as of 31 December 2011 was Rp218,202 million, increased by Rp48,688 million or
equaled to 28.72% compared to total liabilities as of 31 December 2010, which amounted to Rp169,515
million. The increase was mainly due to the increase in other payables by Rp34,622 million, which mainly
consisted of guarantee paid by MM for receivables factoring. In addition, trade payables also increased by
Rp17,473 million, which represented payables for MMs purchase to the Company.

74

c. Equity
On 31 December 2012 compared to the year ended 31 December 2011
MMs total equity as of 31 December 2012 was Rp906,174 million, increased by Rp898,680 million or
equaled to 88105,88% compared to total equity as of 31 December 2011, which amounted to Rp49,110
million. The increase was mainly due to the increase in receipt of advance payment for capital from the
shareholders with regards to the increase of MMs authorized capital.
On 31 December 2011 compared to the year ended 31 December 2010
MMs total equity as of 31 December 2011 was Rp49,110 million, increased by Rp17,957 million or equaled
to 57.64% compared to total equity as of 31 December 2010, which amounted to Rp31,152 million. The
increase was mainly due to the net profit recorded by MM in 2011, which amounted to Rp17,957 million.
Statement of Comprehensive Income/Losses
a. Gross Profit
The year ended 31 December 2011 compared to the year ended 31 December 2010
MMs Gross Profit for the year ended 31 December 2011 was Rp116,005 million, increased by Rp31,602
million or equaled to 37.44% compared to MMs Gross Profit for the year ended 31 December 2010, which
amounted to Rp84,403 million. The increase was due to the increase in the Companys sales.
b. Operating Expenses
The year ended 31 December 2011 compared to the year ended 31 December 2010
MMs Operating Expenses for the year ended 31 December 2011 was Rp92,730 million, increased by
Rp28,382 million or equaled to 44,11% compared to Operating Expenses for the year ended 31 December
2010, which amounted to Rp64,348 million. The increase in Operating Expenses was mainly due to the
increase in outlet bonus by Rp19,171 million and herbs deliveries expenses of Rp6,137 million.
c. Other Income (Expenses)
The seven months period ended 31 July 2013 compared to the seven months period ended 31 March
2012
MMs Other Income for the seven months period ended 31 July 2013 was Rp18,272 million, increased by
Rp18,142 million or equaled to 13898.46% compared to Other Income for the seven months period ended
31 July 2012, which amounted to Rp131 million. Other Income mainly consisted of interest from time
deposits and the foreign exchange gain on investment.

75

The year ended 31 December 2012 compared to the year ended 31 December 2011
MMs Other Income for the year ended 31 December 2012 was Rp23,317 million, incrased by Rp22,635
million or equaled to 3319.20% compared to Other Income for the year ended 31 December 2011, which
amounted to Rp682 million, which was mainly due to incentive income from the Company.
d. Comprehensive Income
The seven months period ended 31 July 2013 compared to the seven months period ended 31 March
2012
MMs Comprehensive Income for the seven months period ended 31 July 2013 was Rp40,994 million,
increased by Rp16,149 million or equaled to 65,00% compared to Comprehensive Income for the seven
months period ended 31 July 2012, which amounted to Rp24.845 million. The increase was mainly due to
higher other income, which is the recovery of allowance for impairment of receivables. In addition, MM also
receive other comprehensive income from the increase investasike Universal Ventures Funds, SCC
amounted Rp2.860 million.
The year ended 31 December 2012 compared to the year ended 31 December 2011
MMs Comprehensive Income for the year ended 31 December 2012 was Rp50,385 million, increased by
Rp32,427 million or equaled to 180.58% compared to Comprehensive Income for the year ended
31 December 2011, which amounted to Rp17,957 million. The increase was mainly due to the increase in
gross profit by Rp26,260 million or equaled to 22.64%. In addition, MM also received incentive income,
which amounted to Rp20,964 million.
8. Associations by way of Ownership, Management and Supervision of the Company and its
Subsidiaries

Desy Sulistio Hidayat

Irwan Hidayat

Sofyan Hidayat

Johan Hidayat

Sandra Linata Hidajat

David Hidayat

50.00%

10.00%

10.00%

10.00%

10.00%

10.00%

The Company

99,99%

99,99%
PT Semarang Herbal
Indo Plant

PT Muncul Mekar

Name
Sigit Hartojo Hadi Santoso
Johan Hidayat
Budi Setiawan Pranoto
Irwan Hidayat
Sofyan Hidayat
David Hidayat
Revi Firmansjah

The Company
President Commissioner
Commissioner
Independent Commissioner
President Director
Director
Director
Unaffiliated Director

MM
Commissioner
Commissioner
Commissioner
Commissioner
-

76

SHIP
Commissioner
President Commissioner
Commissioner
President Director
-

9. Transactions with Affiliated Parties

The Companys Transactions with Affiliated Parties are as follows:
No.

Document/Agree
ment Name

Parties

Type of Transaction

1.

Manufacturing
Services
Cooperation
Agreement
No.001/SPKJM/XI
/2011 dated 23
November 2011

The Company as
the First Party
and SHIP as the
Second Party

Both parties agreed to

enter into an agreement of
manufacturing services
cooperation

2.

Lease Agreement
dated 19
December 2012,
privately arranged
and duly stamped
and the
Amendment dated
7 January 2013

The Company as
Lessor and SHIP
as Lessee

3.

Agreement dated
19 February 2011

The Company as
the First Party
and MM as the
Second Party

Lease Agreement
dated 1 June 2013

The Company as
Lessor and PT
Muncul Putra
Offset as Lessee

5.

Cooperation
Agreement
between PT
Industri Jamu dan
Farmasi Sido
Muncul Tbk and
PT Muncul Putra
Offset dated 17
July 2013

The Company
and PT Muncul
Putra Offset

Scope of Work
Type of Work: Toll
Manufacturing
Location: SHIPs factory
Specification: Extract
Processing
Lease of building
located on land
registered under
Building Rights Title
Certificate
No.37/Ngenpon with a
total area of 90,148m2,
registered under the
Companys name.

Agreement to distribute
the Companys
products, which include
powder herbs, liquid
herbs, instant herbs and
nature blessing.
Lease of building on Jl
Soekarno Hatta km 28,
Klepu, Bergas,
Semarang Regency
Cooperation to produce
and/or manufacture the
Companys product
packagings.





77

Volume/Value
(Rp)
Rp22,000 / kg
(inclusive of 10%
VAT)

Duration
Indefinite

a. Rp150,000,000.for a lease
period from 1
August 2010 to
31 July 2011.
b. Rp150,000,000.for a lease
period from 1
August 2011 to
31 July 2012.
c. Rp300,000,000
for a lease
period from 1
August 2012 to
31 July 2020.
Based on
purchase order

For a period
of 10 years
commencing
on 1 August
2010 and will
expire on 31
July 2020.

Rp300.000.000
plus 10% VAT

1 June 2013
to 31 May
2014

As needed
through issuance
of Work Order

Commencing
on 1 March
2013 and will
terminate upon
mutual
agreement of
the parties

5 years (19
Feb 2011 to
19 Feb 2016)

No.

Document/Agree
ment Name

Parties

Type of Transaction

6.

Cooperation
Agreement
between PT
Industri Jamu Dan
Farmasi Sido
Muncul Tbk and
PT Muncul
Armada Raya
dated 17 July
2013
Lease Agreement
dated 3 January
2013

The Company
and PT Muncul
Armada Raya

Cooperation to transport
the Companys finished
goods and raw
materials

The Company
and PT Muncul
Anugrah Sakti
(Lessee)

Vehicle lease
agreement of 8 unit of
cars

Rp600,000,000
plus 10% VAT and
subject to WHT
Art. 23

1 January
2012 to 31
December
2013

Trade Secret
License
Agreement dated
2 September 2013

Hidayat Family
(First Party) and
Company
(Second Party)

Licensing of the
Company's trade
secrets to using the
recipe/formula Sido
Muncul secret herbs
and the knowledge and
skills (know-how)
related to manufacture
herbal and traditional
medicines obtan and
trading with Sido
Muncul worldwide brand
Loans for working
capital of the Company.
There are no
guarantees and not be
charged.

Payment of royalty
1.5% of the net
sales of the
Companys
products

Valid during
the validity
period of the
Second Party
legal entity
(company)

Rp
18,000,000,000

31 December
2013

Company as the
Creditor and MM
as the Debtor

Loans for working

capital of the Company.
There are no
guarantees and not be
charged.

Rp
420,700,000,000

31 December
2013

PT Hotel Candi
Baru as the
Creditor and
Company as the
Debtor

Loans for working

capital of PT Hotel
Candi Baru. There is no
guarantee and the bear
interest in accordance
with the applicable
provisions of state
banks as of the date of
26 September 2013
Lease contract vehicle
with a total of 26 units of
the vehicles, which
consists of 20 cars and
the 6 motorcycles.

Rp
87,975,415,277

31 December
2013

Rp1,523,400,000

With each
period is 1
year contract

7..

8.

9.

10.

11.

12.

Letter Debt
Recognition No.
009/SKE.CONT/IJ
FSM/2013 dated
20 September
2013
Letter Debt
Recognition No.
008/SKE.CONT/IJ
FSM/2013 tanggal
20 September
2013
Letter Debt
Recognition dated
20 September
2013

Company as the
Creditor and
SHIP as the
Debtor

Car and
Motorcycle Rental
Contract

Company as the
lesse and PT
Dasa Tri
Manunggal as the
lessor

78

Volume/Value
(Rp)
As needed
through issuance
of Work Order

Duration
Commencing
on 1 March
2013 and will
terminate upon
mutual
agreement of
the parties

10. Insurance
As of the date of issuance of this Prospectus, the Company has protected its assets, which are in the form of outlet or
shops, including anything included therein and assets in the form of motor vehicles, from potential risks by entering
into the following insurance policies:
i.

Property Insurance
No.
1.

2.

3.

Insurance
Company and
Policy No.
Asuransi Wahana
Tata
#002.1050.201.2
013.000621.00
Asuransi Wahana
Tata
#002.4050.201.2
013.000234.00
PT Asuransi
Asoka Mas

4.

#51.297.300.13.0
063
PT Asuransi
Ekspor Indonesia
(Persero)

5.

#0020110130000
96
PT Asuransi
Ekspor Indonesia
(Persero)

6.

7.

#0020110130001
36
Asuransi Wahana
Tata

#002.4050.201.2
013.000263.00
Asuransi Wahana
Tata

#002.4050.201.2
012.002942.00

Insured Property
Location
Jl Industri Raya A4-A5,
LIK, Semarang

Jl Soekarno Hatta km
28, Bergas Subdistrict,
Klepu, Semarang
Regency, Jawa Tengah
Jl Soekarno Hatta km
28, Bergas Subdistrict,
Klepu, Semarang

Jl Soekarno Hatta km
28, Bergas Subdistrict,
Klepu, Semarang.

Jl Soekarno Hatta km
28, Bergas Subdistrict,
Klepu, Semarang
Regency

Jl Industri 2A/19-20, LIK,

Semarang

Jl Soekarno Hatta km
28, Kecamatan Bergas,
Klepu, Kabupaten
Semarang.

Risk Coverage and Sum

Insured

Insurance
Period

Insured
Party

Property All Risk on

building, electrical
installation and inventory.

27 January 2013
to 27 January
2014

The Company

27 January 2013
to 27 January
2014

The Company

Rp1,332,970,000
Industrial All Risk on
building.

26 April 2013 to
26 April 2014

The Company

Rp14,200,000,000
Industrial All Risk on
buildings and machineries

28 Juni 2013 to
28 Juni 2014

The Company

8 July 2013 to
8 July 2014

The Company

Rp355,000,000,000
Industrial All Risk on
buiding, furniture and
fixtures, machineries and
inventory

27 January 2013
to 27 January
2014

The Company

Rp15,500,000,000
Industrial All Risk on
building, machineries such
as coffee machine and
coffee inventory.

8 December
2012 to
8 December
2013

The Company

Rp1,000,000,000
Industrial All Risk on
installed machineries

Rp6,000,000,000
Industrial All Risk on
building, including
anything included therein,
machineries, inventory

Rp24,000,000,000

79

No.
8.

Insurance
Company and
Policy No.
Asuransi Wahana
Tata

Insured Property
Location
Jl Soekarno Hatta km
28, Kecamatan Bergas,
Klepu, Kabupaten
Semarang

#002.4050.201.2
012.002981.00

Risk Coverage and Sum

Insured
Industrial All Risk on
building, including
electrical installation,
machineries and its
electrical installations,
candy and health
beverage inventory.

Insurance
Period
13 December
2012 to
13 December
2013

Insured
Party
The Company

Rp10,000,000,000

ii. Vehicle Insurance

No

1.

Insurance
Company and
Policy No.
PT Asuransi
Himalaya
Pelindung

Type of Vehicle and

License Number

Risk Coverage and

Sum Insured

Insurance
Period

Insured
Party

9 four wheel vehicles

Comprehensive
Strikes, unrests,
riots, terrorism and
sabotages
Third parties liability
Personal Accident
for drivers and
passengers
Medical Benefit for
drivers and
passengers
Natural Disasters
Terrorism and
sabotages (unrests,
strikes, riots,
terrorism and
sabotages)
Partial Loss
Total Loss
Damages to Wheels
Kerusakan roda

26 January 2013
to 25 April 2014.

The Company

Total Sum Insured:

Rp1,297,000,000
2.

PT. Lippo General

Insurance Tbk

2 four wheel vehicles

Rp2,750,000,000

25 November
2012 to 28
January 2014

The Company

3.

PT Axa Asuransi
Indonesia

1 four wheel vehicles

Rp1,650,000,000

19 November
2012 to 18
November 2013

The Company

The Company is not affiliated to insurance companies where the Companys assets are insured.

80

The Company hereby represents that the sums insured are adequate to cover the existing risks.
11. Material Agreements with Third Parties
As of the date of issuance of this Prospectus, the Company and its Subsidiaries have entered into material
agreements with third parties and affiliated parties as described below:
A. Credit/Financing Agreement
The Company entered into several credit agreements with PT Bank Central Asia Tbk (Bank BCA) as set
forth in the following table:
No.

Agreement Name
Deed of Amendment and
Reaffirmation
of
Credit
Agreement No. 150 dated 16
March 2012, which was
amended several times by
virtue of Deed of Amendment of
Credit Agreement No. 138
dated 21 December 2012, Deed
of Amendment of Credit
Agreement No. 86 dated 18
January 2013 and last
amended
by
Deed
of
Amendment
of
Credit
Agreement No. 14 dated 6
February 2013, all of which
were drawn up before Prof.Dr.
Liliana Tedjosaputro, SH., MH.,
Notary in Semarang

Credit Facilities
Obtained credit facilities, which
consists of:
a. Local Credit Facility (Current
Account) with a maximum
amount of Rp200,000,000,000
b. Omnibus Letter of Credit (L/C)
Facilities, which consists of
Sight L/C and Usance L/C with a
maximum principal amount of
Rp20,000,000,000. LC may be
issued in US Dollar and
Japanese Yen
c. Time Loan Revolving, with a
maximum principal amount of
Rp300,000,000,000.

Period
Cut-off time for withdrawal
and/or the use of Credit
Facilities are as follows:
a. Local Credity Facility
(Current Account) expires
on 16 November 2013
b. Omnibus L/C Facility
expires on 16 November
2013
c. Time Loan Revolving
Facility expires on 21
December 2013
The facilities shall be fully
paid at the end of cut-off time
referred to above.

B. Investment Agreement
Investment Agreement with Universal Ventures Fund
Based on Engagement Letter (Agreement) dated 1 February 2013 and Subscription Agreement
(Agreement) dated 26 February by and between the Company as (Subscriber) and Universal Ventures
Fund (UVF), the Company agreed to invest in Universal Ventures Fund, an investment company
established by virtue of the Laws of Barbados, which posess the license to engage in mutual fund business
based on Mutual Funds Act, Cap 320 B of the Laws of Barbados, under the following terms and conditions:
Type of Investment
The Subscriber agreed to invest US$25,000,000 (twenty five million United States Dollar), to be invested in
class K shares totaling 249,500 (two hundred forty nine thousand five hundred) shares or a total value of
US$24,950,000 (twenty four million nine hundred fifty thousand United States Dollar). From the investment
fund of US$25,000,000 (twenty five million United States Dollar), UVF charged a management fee of 0.2%
(zero point two percent) or US$50,000 (fifty thousand United States Dollar) as an annual management fee
that shall be paid up-front.

81

C. Subsidiaries Agreements
1. PT Semarang Herbal Indo Plant (SHIP)
Investment Agreement with Universal Ventures Fund
Based on Subscription Agreement (Agreement) dated 22 February 2013 between SHIP (Subscriber)
and Universal Ventures Fund, SCC, (UVF), SHP agreed to invest in shares of Universal Ventures
Fund, an investment company established by virtue of the Laws of Barbados, which posess the license
to engage in mutual fund business based on Mutual Funds Act, Cap 320 B of the Laws of Barbados.
The investment has been approved by the General Meeting of Shareholers as stated in Minutes of
General Meeting of Shareholders of SHIP dated 14 January 2013.
Type of Investment
In accordance with UVFs letter to SHIP dated 26 February 2013, it is confirmed that an investment fund
totaling US$5,000,000 (five million United States Dollar) was received and UVF has charged a
management fee of 0.2% (US$10,000) and the remaining fund of US$4,990,000 (four million nine
hundred ninety-nine thousand United States Dollar) is invested in Z class shares (revocable shares by
following the procedures as set forth in the Offering Memorandum Relating to the Offer for Subscription
of Fund Shares of Universal Ventures Fund, SCC) totaling 49,900 (forty nine thousand nine hundred)
shares for and on behalf of SHIP.
2. PT Muncul Mekar (MM)
Investment Agreement with Universal Ventures Fund
Based on Subscription Agreement (Agreement) dated 25 February 2013 between MM (Subscriber)
and Universal Ventures Fund, SCC, (UVF), MM agreed to invest in shares of Universal Ventures
Fund, an investment company established by virtue of the Laws of Barbados, which posess the license
to engage in mutual fund business based on Mutual Funds Act, Cap 320 B of the Laws of Barbados.
The investment has been approved by the General Meeting of Shareholers as stated in Minutes
of General Meeting of Shareholders of MM dated 14 January 2013.
Type of Investment
In accordance with UVFs letter to MM dated 26 February 2013, it is confirmed that an investment fund
totaling US$29,350,000 (twenty nine million three hundred fifty thousand United States Dollar) was
received and UVF has charged a management fee of 0.2% (US$58,700) and the remaining fund of
US$29,291,300 (twenty nine million two hundred ninety-one thousand three hundred United States
Dollar) is invested in W class shares (revocable shares by following the procedures as set forth in the
Offering Memorandum Relating to the Offer for Subscription of Fund Shares of Universal Ventures
Fund, SCC) totaling 292,913 (two hundred ninety two thousand nine hundred thirteen) shares for and
on behalf of MM.

82

12. Legal Proceedings faced by the Company

Up to the date of issuance of this Prospectus, the Company is not currently nor have ever been involved in civil
code lawsuits and/or other disputes in front of the court of law, the Indonesian National Board of Arbitration, or
administrative dispute with the authorized government agencies, or commercial court, or tax court, which may
have material adverse effect to the Companys position, role and/or going concern, nor have the Company ever
been declared bankrupt.
13. The Companys Fixed Assets Register
As of the date of issuance of this Prospectus, the Company owns and/or possesses the following assets:
a. Land and Building
The Company owns assets in the form of land and buildings as detailed below:
No.
1.

2.

3.

Location

Area (m2)

Diwak Village, Klepu

Subdistrict, Semarang
Regency, Central Java
Province

131,975

Bergas Kidul Village,

Klepu Subdistrict,
Semarang Regency,
Central Java Province

Diwak Village, Bergas

Subdistrict, Semarang
Regency, Central Java
Province

9,615

9,886

Right
Holder
The
Company

The
Company

The
Company

Owned Based on
Building Rights Title
Certificate (Sertifikat Hak
Guna Bangunan SHGB)
No. 1 dated 9 January
1996, issued by Head of
Land Agency of Semarang
Regency
Situation Drawing: No.
75/1996 dated 9 January
1996.
SHGB No. 9 dated 30
November 1995, issued by
Head of Land Agency of
Semarang Regency

Situation Drawing:
No. 4171/1995 dated 31
October 1995.
Building Rights Title
Certificate (Sertifikat Hak
Guna Bangunan SHGB)
No.2 dated 21 January
2013, issued by Head of
Land Agency of Semarang
Regency.
Survey Certificate No.
00002/Diwak/2013 dated
21 January 2013.

83

Lien on
Land/Building
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

Period
The right will
expire on 2
March 2025

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 30
November
2025

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 17
January 2043

No.
4.

5.

6.

7.

8.

9.

10.

Location

Area (m2)

Diwak Village, Bergas

Subdistrict, Semarang
Regency, Central Java
province, based on
Building Rights Title
Certificate (Sertifikat
Hak Guna Bangunan
SHGB) No. 3 dated 21
January 2013
Bergas Kidul Village,
Bergas Subdistrict,
Semarang Regency,
Central Java Province

8,232

Bergas Kidul Village,

Bergas Subdistrict,
Semarang Regency,
Central Java Province

Bergas Kidul Village,

Bergas Subdistrict,
Semarang Regency,
Central Java Province

Bergas Kidul Village,

Bergas Subdistrict,
Semarang Regency,
Central Java Province

Bergas Kidul Village,

Bergas Subdistrict,
Semarang Regency,
Central Java Province

Bergas Kidul Village,

Bergas Subdistrict,
Semarang Regency,
Central Java Province

363

236

639

496

2,106

400

Right
Holder
The
Company

The
Company

The
Company

The
Company

The
Company

The
Company

The
Company

Owned Based on
SHGB No. 3 dated 21
January 2013, dikeluarkan
oleh issued by Head of
Land Agency of Semarang
Regency.

Lien on
Land/Building
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

Period
The right will
expire on 17
January 2043

Survey Certificate No.

00001/Diwak/2013 dated
21 January 2013
SHGB No. 18 dated
16 January 2013, issued by
Head of Land Agency of
Semarang Regency.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 9
January 2043

Survey Certificate No.

00011/Bergaskidul/2013
dated 15 January 2013.
SHGB No. 19 dated 16
January 2013, issued by
Head of Land Agency of
Semarang Regency.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 9
January 2043

Survey Certificate No.

00009/Bergaskidul/2013
dated 15 January 2013
SHGB No. 20 dated 16
January 2013, issued by
Head of Land Agency of
Semarang Regency.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 9
January 2043

Survey Certificate No.

00005/Bergaskidul/2013
dated 15 January 2013.
SHGB No. 21 dated 16
January 2013, issued by
Head of Land Agency of
Semarang Regency.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 9
January 2043

Survey Certificate No.

00006/bergaskidul/2013
dated 15 January 2013.
SHGB No. 22 dated 16
January 2013, issued by
Head of Land Agency of
Semarang Regency.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 9
January 2043

Survey Certificate No.

00010/Bergaskidul/2013
dated 15 January 2013.
SHGB No. 23 dated 16
January 2013, issued by
Head of Land Agency of
Semarang Regency.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 9
January 2043

Survey Certificate No.

00007/Bergaskidul/2013
dated 15 January 2013.

84

No.

Location

Area (m2)

11.

Bergas Kidul Village,

Bergas Subdistrict,
Semarang Regency,
Central Java Province

2,628

12.

13.

14.

15.

16.

17.

Bergas Kidul Village,

Bergas Subdistrict,
Semarang Regency,
Central Java Province

Bergas Kidul Village,

Bergas Subdistrict,
Semarang Regency,
Central Java Province

Bergas Kidul Village,

Bergas Subdistrict,
Semarang Regency,
Central Java Province

Ngempon Village,
Bergas Subdistrict,
Semarang Regency,
Central Java Province

Karangjati Village,
Bergas Subdistrict,
Semarang Regency,
Central Java Province

Muktiharjo Village on Jl
Industri II A.19, Genuk
Subdistrict, Semarang
Regency, Central Java
Province

29,442

12,814

256

90,148

5,199

1,950

Right
Holder
The
Company

The
Company

The
Company

The
Company

The
Company

The
Company

The
Company

SHGB No. 24 dated 16

January 2013, issued by
Head of Land Agency of
Semarang Regency.

Lien on
Land/Building
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

Survey Certificate No.

00008/Bergaskidul/2013
dated 15 January 2013
SHGB No. 25 dated 21
January 2013, issued by
Head of Land Agency of
Semarang Regency.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 17
January 2043

Survey Certificate No.

00013/Bergaskidul/2013
dated 21 January 2013
SHGB No. 26 dated 21
January 2013, issued by
Head of Land Agency of
Semarang Regency.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 17
January 2043

Survey Certificate No.

00012/Bergaskidul/2013
dated 21 January 2013.
SHGB No. 27 dated 7
February 2013, issued by
Head of Land Agency of
Semarang Regency.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 6
February
2043

Survey Certificate No.

0016/Bergaskidul/2013
dated 7 February 2013.
(SHGB) No. 37 dated 21
January 2013, issued by
Head of Land Agency of
Semarang Regency.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 17
January 2043

Survey Certificate No.

00003/Ngempon/2013
dated 21 January 2013.
(SHGB) No. 78 dated 21
January 2013, issued by
Head of Land Agency of
Semarang Regency.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 17
January 2043

The right is
valid for 20
(twenty) years
and will expire
on 25
September
2027.

Owned Based on

Survey Certificate No.

00021/Karangjati/2013
dated 21 January 2013.
SHGB No. 230 dated 22
March 1988, issued by
Head of Agrarian Agency
on behalf of Mayor of
Semarang Level II Region.
Situation Drawing:
No. 5711/1985 dated 6
August 1985.

85

Period
The right will
expire on 9
January 2043

No.

Location

Area (m2)

18.

Muktiharjo Village on Jl
Industri II A.19, Genuk
Subdistrict, Semarang
Regency, Central Java
Province

1,950

19.

20.

21.

22.

23.

Muktiharjo Village on Jl
Industri II A.19, Genuk
Subdistrict, Semarang
Regency, Central Java
Province

Muktiharjo Village on Jl
Industri II A.19, Genuk
Subdistrict, Semarang
Regency, Central Java
Province

1,800

959

Muktiharjo Lor Village

(was Muktiharjo) on Jl
Industri III A.20 PT
Tanah Makmur
Project, Genuk
Subdistrict, Semarang
Regency, Central Java
Province
Muktiharjo Lor Village
(was Muktiharjo) on Jl
Industri Raya A.4,
Tanah Makmur, Genuk
Subdistrict, Semarang
Regency, Central Java
Province

1,936

Muktiharjo Lor Village

(was Muktiharjo) on Jl
Industri Raya A.5,
Tanah Makmur, Genuk
Subdistrict, Semarang
Regency, Central Java
Province

1,086

1,062

Right
Holder
The
Company

Owned Based on
SHGB No. 231 dated 22
March 1988, issued by
Head of Agrarian Agency
on behalf of Mayor of
Semarang Level II Region.

The
Company

Situation Drawing:
No. 5714/1985 dated 6
August 1985
SHGB No. 232 dated 22
March 1988, issued by
Head of Agrarian Agency
on behalf of Mayor of
Semarang Level II Region.

The
Company

Situation Drawing:
No. 5712/1985 dated 6
August 1985.
SHGB No. 233 dated 22
March 1988, issued by
Head of Agrarian Agency
on behalf of Mayor of
Semarang Level II Region.

The
Company

The
Company

The
Company

Lien on
Land/Building
-

Period
The right is
valid for 20
(twenty) years
and will expire
on 25
September
2027.

The right will

expire on 25
September
2027.

The right will

expire on 25
September
2027.

Situation Drawing:
No. 5713/1985 dated 6
August 1985.
SHGB No. 00391 dated 22
November 1995, issued by
Head of Land Agency of
Semarang Municipality.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 19
December
2042.

Situation Drawing No.

9796/1995 dated 14
November 1995.
SHGB No. 00389 dated 6
October 1995, issued by
Head of Land Agency of
Semarang Municipality.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 19
December
2042.

Situation Drawing No.

7839/1995 dated 26
September 1995.
SHGB No. 00390 dated 6
October 1995, issued by
Head of Land Agency of
Semarang Municipality.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

The right will

expire on 19
December
2042.

Situation Drawing No.

7838/1995 dated 26
September 1995

86

No.

Location

24.

Muktiharjo Lor Village

onJl Industri IV/106 PT
Tanah Makmur
Project, Genuk
Subdistrict, Semarang
Regency, Central Java
Province

520

Muktiharjo Lor Village

on Jl Industri II/66-67,
Genuk Subdistrict,
Semarang Regency,
Central Java Province

680

25.

Area (m2)

Right
Holder
The
Company

The
Company

SHGB No. 00392 dated 21

May 1996, issued by Head
of Land Agency of
Semarang Municipality.

Lien on
Land/Building
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

Situation Drawing No.

5220/1996 dated 20 May
1996
SHGB No. 00393 dated 30
September 2003, issued by
Head of Land Agency of
Semarang Municipality.

Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta

Owned Based on

Period
The right will
expire on 19
December
2042.

The right will

expire on 19
December
2042.

Survey Certificate No.

20/muktiharjo Lor/2003
dated 15 September 2003

b. Motor Vehicles
The Company, in carrying out its business activities, legitimately owns assets in the form of motor vehicles
consisting of cars and motorcycles as detailed below:
No.

Type of Vehicles

Total

Brand
Mitshubishi,Toyota,
Isuzu, Daihatsu
Viar

1.

Car

63

2.

Motorcycles

Year of
Manufacture
2008-2012
2011

Description
Operational
Vehicles
Operational
Vehicles

14. Intellectual Property Rights

The Company, in carrying out its business activities, legitimately owns assets in the form of intellectual property
rights in the form of brands and logos as detailed below:
Domestic Brand Certificate PT Industri Jamu & Farmasi "Sido Muncul"
No. Brand Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.

Alang Sari
Alang Sari
Alang Sari
Alang Sari
Alang Sari
Alang Sari
ANAK SEHAT&LUKISAN
ANAK SEHAT+LUKISAN
ANAK SEHAT+LUKISAN
ANAK SEHAT + LUKISAN
ANALOBIG
AURA
BIMA & LUKISAN
CHITOSAN
CURMINO
DANGDUT
DANGDUT

Certificate No.

Date of Certificate

IDM000015946
IDM000045716
IDM000045717
IDM000102361
IDM000102362
IDM000102656
IDM000208186
IDM000265776
IDM000265777
IDM000045653
IDM000186776
IDM000303897
IDM000243381
IDM000265891
IDM000265894
IDM000045226
IDM000045227

11 November 2004
20 October 2005
20 October 2005
24 September 2006
24 September 2006
24 September 2006
19 March 2009
12 April 2010
12 April 2010
30 December 2003
25 August 2008
12 April 2011
17 May 2010
2 August 2010
2 August 2010
29 May 2005
29 May 2005

87

Class of
Goods/Services
32
05
32
32
30
05
NCL9 05
NCL9 30
NCL9 29
29
05
NCL9 05
NCL9 03
NCL9 32
NCL9 30
05
32

Brand Expiry Date

11 November 2014
20 October 2015
20 October 2015
24 September 2016
24 September 2016
24 September 2016
19 March 2019
12 April 2020
12 April 2020
30 December 2013
25 August 2018
12 April 2021
17 May 2020
2 August 2020
2 August 2020
29 May 2015
29 May 2015

Remarks

No. Brand Name

14 February 2006
14 February 2006
1 February 2011
2 May 2005
20 July 2005
28 May 2008
3 September 2007
3 September 2007
3 September 2007
20 November 2010
18 August 2002

Class of
Goods/Services
05
32
43
05
05
05
29
32
30
NCL9 29
29

14 February 2016
14 February 2016
1 February 2021
2 May 2015
20 July 2015
28 May 2018
3 September 2017
3 September 2017
3 September 2017
20 November 2020
18 August 2012

Certificate No.

Date of Certificate

IDM000053963
IDM000053964
IDM000375719
IDM000020207
IDM000045228
IDM000186775
IDM000149109
IDM000149110
IDM000149111
IDM000286137
Agno.: R00-02-06442

Brand Expiry Date

IDM000386807

28 January 2013

29

28 January 2023

30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49.
50.

DAUN DEWA
DAUN DEWA
Dreams Come True
ENCOK
ENCOK
ENCOK
ESTEEMJE
ESTEEMJE
ESTEEMJE
ESTE-EMJE
ESTE-EMJE (STMJ)
Ginseng
ESTE-EMJE Ginseng
(STMJ)
ESTEEMJEKOPY
ESTEEMJEKOPY
ESTEEMJEKOPY
FATRAPER
FATRAPER
FATRAPER
FATRAPER
FILANTRA
FILANTRA
GALINU
GEMUK SEHAT
GINSENG
GRENG
GULAS
GULLAS + LUKISAN
GULLAS
GULLAS + LUKISAN
HEMOROA
HEMOROA +LOGO
HERB-AFLU
HERB-AFLU

IDM000386806
IDM000386805
IDM000386804
IDM000331526
IDM000331510
IDM000381654
IDM000381653
IDM000282235
IDM000282236
IDM000391480
IDM000274860
IDM000068284
IDM000013384
IDM000153404
IDM000265890
IDM000101777
IDM000265893
IDM000208898
IDM000265895
IDM000286138
IDM000291235

28 January 2013
28 January 2013
28 January 2013
19 September 2011
19 September 2011
19 September 2011
19 September 2011
11 October 2010
11 October 2010
16 March 2013
28 August 2010
14 August 2006
28 July 2004
18 November 2007
2 August 2010
3 September 2006
2 August 2010
23 October 2008
2 August 2010
5 January 2011
13 February 2011

30
29
32
NCL9 05
NCL9 32
29
30
NCL9 32
NCL9 05
NCL10 05
NCL9 05
30
5
05
NCL9 05
32
NCL9 32
NCL9 05
NCL9 05
NCL9 05
NCL9 32

28 January 2023
28 January 2023
28 January 2023
19 September 2021
19 September 2021
19 September 2021
19 September 2021
11 October 2020
11 October 2020
16 March 2023
28 August 2020
14 August 2016
28 July 2014
18 November 2017
2 August 2020
3 September 2016
2 August 2020
23 October 2018
2 August 2020
5 January 2021
13 February 2021

51.

HERBAL Cafe

Agno.: 00-02-24595

23 Okober 2002

43

23 October 2012

52.

IDM000391475

26 March 2013

NCL10 43

26 March 2023

53.
54.
55.
56.
57.
58.
59.
60.
61.
62.
63.
64.
65.
66.
67.

HERBAL CAFE by
SIDOMUNCUL
Herbal Cup
Herbal Cup
INDOJAMU + LOGO
JAMPI
JAMPI + LUKISAN JAHE
KOLESDROP
KOMBUCHA
KOMBUCHA
KOMBUCHA
KOMPLIT
KOMPLIT
KOMPLIT
KOPI JAMU
Kop!Pro
Kop!Pro

IDM000055799
IDM000055800
IDM000244028
IDM000271321
IDM000283069
IDM000115032
IDM000250891
IDM000250888
IDM000250892
IDM000077059
IDM000053965
IDM000077060
IDM000377129
IDM000374677
IDM000365384

23 April 2004
23 April 2004
19 June 2010
25 February 2019
25 February 2009
25 November 2006
12 April 2010
12 April 2010
12 April 2010
20 October 2004
2 April 2006
20 October 2004
31 May 2012
23 February 2011
23 February 2011

43
35
NCL9 05
NCL9 32
NCL9 30
5
NCL9 29
NCL9 05
NCL9 32
33
05
43
05, 32
30
5

23 April 2014
23 April 2014
19 June 2020
25 February 2019
25 February 2019
25 November 2016
12 April 2020
12 April 2020
12 April 2020
20 October 2014
2 April 2016
20 October 2014
31 May 2022
23 February 2021
23 February 2021

68.

Kuku Bima

Agno.: R00-01-08218

25 April 2002

25 April 2012

69.
70.
71.
72.
73.
74.
75.

Kuku Bima dan Lukisan

Kuku Bima dan Lukisan
Kuku Bima dan Lukisan
Kuku Bima dan Lukisan
Kuku Bima
Kuku Bima
KUKU BIMA

IDM000370646
IDM000370650
IDM000370647
IDM000370660
IDM000009858
IDM000009859
IDM000207305

11 July 2012
11 July 2012
11 July 2012
11 July 2012
1 March 2004
1 March 2004
20 October 2008

3
4
31
2
33
5
NCL9 5

11 July 2022
11 July 2022
11 July 2022
11 July 2022
1 March 2014
1 March 2014
20 October 2018

18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.

88

Remarks

Renewal
process

Renewal
process

Renewal
process

76.
77.
78.
79.
80.
81.
82.
83.
84.

KUKU BIMA
Kuku Bima
KUKU BIMA ENER-G!
KukuBima
KukuBima
KUKUBIMA
KUKUBIMA ENER-G!
KukuBima Greng...
KukuBima Greng

IDM000274861
IDM000366177
IDM000247751
IDM000173358
IDM000177788
IDM000207303
IDM000115173
IDM000043097
IDM000102848

28 August 2010
11 July 2012
14 March 2010
22 January 2007
14 March 2007
20 October 2008
16 January 2004
11 November 2003
11 November 2003

Class of
Goods/Services
NCL9 32
NCL 9 43
NCL9 30
30
30
NCL9 3
05
32
05

85.

KUNTO BIMO

IDM000001907

2 November 2003

05

2 November 2013

86.
87.
88.
89.
90.
91.
92.
93.

KUNYIT ASAM
KUNYIT ASAM
KUNYIT ASAM
KUNYIT ASAM
Kunyit Asam (Kunir Asam)
Kunyit Asam (Kunir Asam)
Kunyit Asam (Kunir Asam)
KUNYIT ASAM SIDO
MUNCUL
KUNYIT SARI
KUNYIT SARI
LASKAR MANDIRI
LASKARMANDIRI
LASKARMANDIRI
LASKARMANDIRI
LIBIDIONE
LIBIDIONE + LOGO
Logo Tumbukan (lambang
Sido Muncul)
Logo Tumbukan (lambang
Sido Muncul)
Logo Tumbukan
(lambang SidoMuncul)
Logo Tumbukan (lambang
SidoMuncul)
LUKISAN
LUKISAN
LUKISAN
LUKISAN
LUKISAN
LUKISAN
LUKISAN
LUKISAN
MARIJAN SIDO MUNCUL
MARIJAN SIDO MUNCUL

IDM000045224
IDM000045225
IDM000068287
IDM000068286
IDM000039660
IDM000039661
IDM000039662
IDM000268511

20 October 2005
20 October 2005
22 August 2006
22 August 2006
11 November 2003
11 November 2003
11 November 2003
19 June 2010

05
32
05
32
05
32
30
NCL9 30

20 October 2015
20 October 2015
22 August 2016
22 August 2016
11 November 2013
11 November 2013
11 November 2013
19 June 2020

IDM000387479
IDM000374683
IDM000253415
IDM000253414
IDM000253416
IDM000258763
IDM000186774
IDM000265907
IDM000009862

28 January 2011
28 January 2011
10 September 2008
10 September 2008
10 September 2008
10 September 2008
25 August 2008
2 August 2010
1 March 2004

NCL9 05
30
NCL9 30
NCL9 29
NCL9 32
NCL9 05
05
NCL9 05
5

28 January 2021
28 January 2021
10 September 2018
10 September 2018
10 September 2018
10 September 2018
25 August 2018
2 August 2020
1 March 2014

Agno.: R00-02-06446

27 January 2003

29

27 January 2013

Agno.: R00-01-06447

27 January 2003

32

27 January 2013

Agno.: R00-02-06448

25 April 2003

30

25 April 2013

IDM000311320
IDM000311333
IDM000311317
IDM000311318
IDM000311316
IDM000311334
IDM000311332
IDM000311319
IDM000165862
IDM000165865

31 July 2021
31 July 2011
31 July 2011
31 July 2011
31 July 2011
31 July 2011
31 July 2011
31 July 2011
19 October 2006
19 October 2006

NCL9 32
NCL9 32
NCL9 05
NCL9 05
NCL9 05
NCL9 05
NCL9 32
NCL9 32
05
29

31 July 2021
31 July 2021
31 July 2021
31 July 2021
31 July 2021
31 July 2021
31 July 2021
31 July 2021
19 October 2016
19 October 2016

116. MENADO

IDM000027181

21 August 2003

30

21 August 2013

117. Mens
118. NATURE'S BLESSING
BEST FOR MANDKIND
119. NATUROPATI
120. NUZONE SIDOMUNCUL

IDM000016041
IDM000208897

2 January 2005
23 October 2008

05
NCL9 05

2 January 2015
23 October 2018

IDM000064467
IDM000217483

2 July 2004
11 February 2008

16
NCL9 10

2 July 2014
11 February 2018

121. NYONYA ITEM

Agno.: D00-02-14643

11 July 2002

05

11 July 2012

IDM000009861
IDM000009860
IDM000045718
IDM000045719
IDM000045198

15 February 2004
15 February 2004
17 November 2005
17 November 2005
17 November 2005

5
30
33
05
32

15 February 2014
15 February 2014
17 November 2015
17 November 2015
17 November 2015

127. ORANG BERPAYUNG

IDM000004121

13 October 2003

05

13 October 2013

128. ORANG MEMIJAT

IDM000153954

11 September 2007

05

11 September 2017

No. Brand Name

94.
95.
96.
97.
98.
99.
100.
101.
102.
103.
104.
105.
106.
107.
108.
109.
110.
111.
112.
113.
114.
115.

122.
123.
124.
125.
126.

OPELET
OPELET
Oplos
Oplos
Oplos

Certificate No.

Date of Certificate

89

Brand Expiry Date

28 August 2020
11 July 2022
14 March 2017
22 January 2017
14 March 2017
20 October 2018
16 January 2014
11 November 2013
11 November 2013

Remarks

Renewal
process

Renewal
process
Renewal
process
Renewal
process

Renewal
process

Renewal
process

Renewal
process

1 March 2005
2 December 2003
4 January 2010
4 January 2010
2 September 2006
2 September 2006
2 August 2006
2 August 2006
2 August 2010

Class of
Goods/Services
32
5
NCL 9 03
NCL9 05
17
19
05
22
NCL9 05

1 March 2015
2 December 2013
4 January 2020
4 January 2020
2 September 2016
2 September 2016
2 August 2016
2 August 2016
2 August 2020

IDM000001910

13 October 2003

05

13 October 2013

139. PEWANGI BULAN &

LOGO
140. PEWANGIBULAN
141. PONARI
142. PRAKTIS
143. PROSTA SM
144. PSORIATIC
145. PT SIDO
MUNCUL&LOGO
146. PT SIDO MUNCUL +
Logo

IDM000208185

25 November 2009

NCL9 05

25 November 2019

IDM000149574
IDM000281609
IDM000101778
IDM000207304
IDM000101356
IDM000208184

3 August 2007
29 April 2009
2 September 2006
23 October 2008
14 April 2005
1 August 2009

05
NCL9 30
05
NCL9 5
05
NCL9 05

3 August 2017
29 April 2019
2 September 2016
23 October 2018
14 April 2015
1 August 2019

Agno.: R00-02-10032

3 July 2003

18 September 2013

147. PULAS

IDM000011571

25 June 2003

05

25 June 2013

REMAGO + LOGO
RHEUMAFIT
RHEUMATEA
RHEUMATEA
ROSA-ROSO
SIDOMUNCUL
153. SARI JAMU + LUKISAN
154. SCENT OF JAVA

IDM000265889
IDM000391481
IDM000291234
IDM000291236
IDM000165867

2 August 2010
21 February 2013
5 January 2011
5 January 2011
19 October 2006

NCL9 05
NCL10 05
NCL9 32
NCL9 05
05

2 August 2020
21 February 2023
5 January 2021
5 January 2021
19 October 2016

IDM000295353
IDM000391476

9 October 2009
24 February 2013

NCL9 05
NCL10 03

9 October 2019
24 February 2023

155. SEGAR BUGAR

IDM000001908

13 October 2003

65

13 October 2013

156. SEGAR BUGAR SIDO

MUNCUL
157. SEGAR BUGAR SIDO
MUNCUL
158. SEHAT BERSALIN 40
159. SEKARWANGI

IDM000255847

13 July 2010

NCL9 03

13 July 2020

IDM000255845

13 July 2010

NCL9 05

13 July 2020

IDM000365893
IDM000068251

29 August 2012
28 August 2006

5
03

29 August 2022
28 August 2016

160. SEMARANG

IDM000027180

21 August 2003

30

21 August 2013

IDM000115031
IDM000015950
IDM000015951
IDM000015949
IDM000286136

25 November 2006
9 November 2004
26 September 2004
26 September 2004
6 November 2010

05
32
33
30
NCL9 32

25 November 2016
9 November 2014
26 September 2014
26 September 2014
6 November 2020

IDM000262565

25 February 2009

NCL9 05

25 February 2019

IDM000232221

28 April 2006

NCL9 05

28 April 2016

IDM000366083
IDM000366081
IDM000366178
IDM000370658
IDM000370649
IDM000370654

11 July 2012
11 July 2012
11 July 2012
11 July 2012
11 July 2012
11 July 2012

NCL9 44
NCL9 45
NCL9 35
31
02
01

11 July 2022
11 July 2022
11 July 2022
11 July 2022
11 July 2022
11 July 2022

174. SIDOMUNCUL

Agno.: D00-02-14653

11 July 2012

11 July 2012

175. SIDOMUNCUL

R00-02-10032

18 September 2003

05

18 September 2013

176. SIDOMUNCUL

IDM000370648

11 July 2012

11 July 2022

No. Brand Name

Certificate No.

Date of Certificate

IDM000096423
IDM000003559
IDM000243379
IDM000243378
IDM000101780
IDM000101779
IDM000068289
IDM000068288
IDM000265892

138. PEROKOK

129.
130.
131.
132.
133.
134.
135.
136.
137.

OXIVITO2
Pasutri
PELANCARASY
PELANCARASY
PELANGI
PELANGI
PELANGI
PELANGI
PELANGI + LOGO

148.
149.
150.
151.
152.

161.
162.
163.
164.
165.
166.
167.
168.
169.
170.
171.
172.
173.

SERENOA PROSTATA
SIDO MUNCUL
SIDO MUNCUL
SIDO MUNCUL
SIDO MUNCUL +
LUKISAN
SIDO MUNCUL JAMPI +
LOGO
SIDO MUNCUL MIN OOX
+ LUKISAN
SIDOMUNCUL
SIDOMUNCUL
SIDOMUNCUL
SIDOMUNCUL
SIDOMUNCUL
SIDOMUNCUL

90

Brand Expiry Date

Remarks

Renewal
process

Renewal
process
Renewal
process

Renewal
process

Renewal
process

Renewal
process
Renewal
process

19 June 2006
19 June 2006
10 February 2004

Class of
Goods/Services
32
NCL9 05
05

19 June 2016
19 June 2016
10 February 2014

IDM000048422

10 February 2004

30

10 February 2014

IDM000048376

10 February 2004

43

10 February 2014

IDM000048377

10 February 2004

32

10 February 2014

IDM000150626
IDM000150747

16 June 2006
19 June 2006

05
05

16 June 2016
19 June 2016

IDM000150714

19 June 2006

32

19 June 2016

IDM000173356
IDM000173357
IDM000143953
IDM000386093
IDM000115029
IDM000115030
IDM000013385

22 January 2007
22 January 2007
17 April 2006
30 May 2011
25 November 2006
25 November 2006
26 July 2004

30
29
32
NCL 9 32
32
05
29

22 January 2017
22 January 2017
17 April 2016
30 May 2021
25 November 2016
25 November 2016
26 July 2014

IDM000001906

13 October 2003

13 October 2013

IDM000015948
IDM000015947
IDM000204949
IDM000294895
IDM000313009
IDM000153405
IDM000020284
IDM000298945
IDM000305163
IDM000305162
IDM000306564
IDM000016042
IDM000073756
IDM000073755
IDM000073754
IDM000073753
IDM000073752
IDM000073751
IDM000073750
IDM000073749
IDM000366179
IDM000073757
IDM000013387
IDM000013386
IDM000356302
IDM000370634
IDM000370629
IDM000370652

9 November 2004
26 September 2004
23 October 2008
21 August 2009
21 August 2009
6 January 2008
5 May 2005
16 September 2009
16 September 2009
16 September 2009
4 September 2009
23 December 2004
23 September 2004
23 September 2004
23 September 2004
23 September 2004
23 September 2004
23 September 2004
23 September 2004
23 September 2004
11 July 2012
23 September 2004
28 July 2004
15 February 2004
17 March 2012
11 July 2012
11 July 2012
11 July 2012

32
30
NCL9 05
NCL9 05
NCL9 29, 30
05
05
NCL9 05
NCL9 32
NCL9 30
NCL9 43
5
43
32
30
29
33
04
03
02
NCL9 43
29
05
30
NCL9 05
03
02
04

9 November 2014
26 September 2014
23 October 2018
21 August 2019
21 August 2019
6 January 2018
5 May 2015
16 September 2019
16 September 2019
16 September 2019
4 September 2019
23 December 2014
23 September 2014
23 September 2014
23 September 2014
23 September 2014
23 September 2014
23 September 2014
23 September 2014
23 September 2014
11 July 2022
23 September 2014
28 July 2014
15 February 2014
17 March 2022
11 July 2022
11 July 2022
11 July 2022

IDM000001909

13 October 2003

05

13 October 2013

IDM000009863
IDM000202892
IDM000153395
IDM000391479
IDM000243380
IDM000331525
IDM000381655
IDM000282238
IDM000282237

15 February 2004
19 September 2008
18 November 2007
16 March 2013
24 January 2010
19 September 2011
19 September 2011
11 October 2010
11 October 2010

33
NCL9 05
05
NCL10 05
NCL9 05
NCL9 32
29
NCL9 32
NCL9 05

15 February 2014
19 September 2018
18 November 2017
16 March 2023
24 January 2020
19 September 2021
19 September 2021
11 October 2020
11 October 2020

No. Brand Name

Certificate No.

Date of Certificate

177. SIDOMUNCUL ANCHOL

178. SIDOMUNCUL ANCHOL
179. SIDOMUNCUL
BERGUNA
180. SIDOMUNCUL
BERGUNA
181. SIDOMUNCUL
BERGUNA
182. SIDOMUNCUL
BERGUNA
183. SIDOMUNCUL C1000
184. SIDOMUNCUL COLA
MILL
185. SIDOMUNCUL COLA
MILL
186. SIDOMUNCUL FOOD
187. SIDOMUNCUL FOOD
188. SIDOMUNCUL MIN OOX
189. SIDOMUNCUL SUREAL
190. SPORTY
191. SPORTY
192. STMJ

IDM000150715
IDM000232478
IDM000048421

193. STMJ
194.
195.
196.
197.
198.
199.
200.
201.
202.
203.
204.
205.
206.
207.
208.
209.
210.
211.
212.
213.
214.
215.
216.
217.
218.
219.
220.
221.

STMJ (ESTE-EMJE)
STMJ (ESTE-EMJE)
SUPERASI
SUREAL
SUREAL
TANGKAL ANGIN
TANGKALANGIN
TENTREM
TENTREM
TENTREM
TENTREM
TL Tahan Lama
TOLAK
TOLAK
TOLAK
TOLAK
TOLAK
TOLAK
TOLAK
TOLAK
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN

222. TOLAK ANGIN

223.
224.
225.
226.
227.
228.
229.
230.
231.

TOLAK ANGIN
TOLAK ANGIN (logo)
TOLAK ANGIN ANAK
TOLANGIN
TONGKAT ALI
TONGKAT ALI
TONGKAT ALI
TURMERIC
TURMERIC

91

Brand Expiry Date

Remarks

Renewal
process

Renewal
process

No. Brand Name

Certificate No.

Date of Certificate

Class of
Goods/Services

Brand Expiry Date

Remarks

232. UJUNG PANDANG

IDM000058024

21 August 2003

30

21 August 2013

233. V- TALYTEA
234. WALI
235. WATEROX
(SIDO MUNCUL)

IDM000297054
IDM000374678
IDM000064468

24 October 2010
25 January 2011
2 July 2004

NCL9 05
NCL 9 30
32

24 October 2020
25 January 2021
2 July 2014

Renewal
process

International Brand Certificate PT Industri Jamu & Farmasi "Sido Muncul"

No.

Brand Name

Certificate No.

TOLAK ANGIN

2
3

KUKU BIMA ENER-G!

KUKU BIMA ENER-G!

T0216077H
N 05/0399/ OAPI/DG/
DPG/SSD
TM230593

4
5
6
7
8
9
10
11
12
13
14
15
16

KUKU BIMA ENER-G!

KUKU BIMA ENER G!
KUKU BIMA ENER-G!
TOLAK ANGIN
SIDO MUNCUL
KUKU BIMA ENER G!
KUKUBIMA
KUKUBIMA
SIDOMUNCUL
KUKU BIMA
SIDOMUNCUL
KUKU BIMA
TOLAK ANGIN

36,504
7277
4-2004-007811
78411
78413
78412
98012646
98012644
T0003271C
T0003270E
825754
825755
825753

18 January 2005

Class of
Goods/Services
5

15 October 2022

30 March 2005
24 November 2005

30 and 5
32

1 October 2014
24 August 2014

23 July 2005
14 June 2006
12 April 2007
30 July 2009
30 July 2009
30 July 2009
27 August 2008
27 August 2008
9 April 2002
9 April 2002
22 March 2001
22 March 2001
22 March 2001

32
32
5
5
5
5
5
5
5
5
5
5
5

28 August 2014
13 September 2014
28 April 2016
12 February 2015
12 February 2015
12 February 2015
31 October 2018
31 October 2018
2 March 2020
2 March 2020
1 March 2020
1 March 2020
1 March 2020

Date of Certificate

Brand Expiry Date

Granting
Country
Singapore
Afrika
Thailand
Brunei
Darussalam
Vietnam
Philippines
Nigeria
Nigeria
Nigeria
Malaysia
Malaysia
Singapore
Singapore
Australia
Australia
Australia

Creation Registration Letter PT Industri Jamu & Farmasi Sido Muncul

No.
1.

Registration No. and Date

Type of Creation

Name of Creation

Expiry Date

033545, 14 March 2007

Painting / Picture

"Cangkir"

2 Maret 2057

92

IX.

BUSINESS ACTIVITIES AND PROSPECTS OF THE COMPANY

1. Overview
The Companys initial herbal medicine (jamu) industry started from a home industry managed by Mrs. Rahkmat
Sulistio in 1940 in Yogyakarta, assisted by three employees. The rising demand for a more practical jamu
packaging encouraged her to produce jamu in a more practical form (powder). As the business continued
to grow, jamu processing was moved from Yogyakarta to Semarang, and in 1951 a small company was
established under the name Sido Muncul, which translated as A Dream Come True, with its first factory located
in Jl Mlaten Trenggulun Semarang. The Companys first factory was located in Jl Mlaten Trenggulun, Semarang
producing the Companys first product, i.e., Jamu Tolak Angin. Currently, Jamu Tolak Angin is the Companys
featured product aside from another featured products such as Kuku Bima.
In conducting its supervisory and advisory, the Board of Commissioners and Board of Directors have always
adhered to the Articles of Association of the Company the established vision and mission as well as good
corporate governance (GCG) principles functions over the management of the Company. Below are the vision
and missions that the Companys Board of Commissioners and Directors constantly carry out.

Vision:
Become herbal medicine, health food-beverage and herbal raw material processing company that provides
benefit to the society and environment.
Missions:
1. Develop herbal-based products that are rational, safe and truthful and are based on scientific research.
2. Develop continuous research on herbal medicines
3. Assist and encourage the government, educational institutions, medical professionals to play more active
roles in research and development of traditional medicines and medications.
4. Improve public awareness on the importance of maintaining health through healthy lifestyle, the use of
natural ingredients and naturopathy medication.
5. Conduct intensive corporate social responsibility (CSR)
6. Manage an environmentally friendly company
7. To become a worldwide herbal medicine company

By maintaining focus to achieve the aforementioned missions, the Company has experienced significant changes
throughout its operation in order to continue the efforts to service Indonesias consumers that constantly evolve
and develop, by continuously developing herbal products produced from herbal plants with clinically proven
efficacy and guaranteed product safety, which builds customers confident on the quality of the Companys
products. Along with the growing evidence on the Company's products efficacy, todays society has become
more open minded in selecting and consuming herbal products as medicine, supplements as well as food and
beverages that are prepared from natural ingredients and processed with modern technology to ensure the
safety of its consumption.

93

Values of the Company

In carrying out its business, the Company holds true to the following five principals that become the basis to
expand its business:
1. Rational: business and production have to be managed in a logical manner. Products must be based on
scientific explanation and study.
2. Safe: Products produced must be safe for consumers.
3. Truthful: Product information are conveyed to consumers in a clear and truthful manner based on scientific
research.
4. Manage with heart, common sense and regulations.
5. Maintain balance and good relationship with all stakeholders.
Description of Jamu or Traditional Medicine (Herbal Medicine)
Jamu, as Indonesias original concoction, that is also known as Indonesias original medicine has existed since
the early years. Later on, Jamu continued to develop and become well-known since it was extensively used as
means for personal care or medical treatment by the nobles of Indonesias kingdoms, especially those resided in
Java. All jamu concoction are derived from or uses natural and original herbs. In other words traditional medicine
is identical to Indonesias natural medicine.
Jamu industry constantly follows the current developments and consumers demands. The development of jamu
industry that is based on natural herbs or ingredients can be extended to various products, among others: Herbal
Medicine, Herbal Food, Herbal Drinks, Herbal Cosmetics, Herbal Candy, Herbal Tea, Herbal Flower and others.
2. Competitive Advantages
The Company is one of large scale herbal medicine company in Indonesia, which together with its Subsidiaries
own production units in Central Java and wide distribution network accross Indonesia. The Company has also
exported its product to several countries.
The Companys competitive advantages, among others, are as follows:
1.
2.

3.
4.
5.
6.
7.

The Company has 72 years of experience, focusing on herbal medicines, herbal food and drinks and
natural raw materials processing.
Based
Certificate
No.
CPOTB.
008/CPOTB/02/3/XI/2000,
009/CPOTB/02/3/XI/2000,
010/CPOTB/02/3/XI/2000, 011/CPOTB/02/3/XI/2000 and 012 / CPOTB/02/3/XI/2000 given by the Director
General of Drug and Food Control, Ministry of Health and Social Welfare of the Republic of Indonesia on
11 November 2000 and No. GMP certificate. 2181/CPOB/A/XI/00, 2182/CPOB/A/XI/00, 2183/CPOB/A/XI/00,
2184/CPOB/XI/00, which is given by the Director General of Drug and Food Control, Ministry of Health
Republic of Indonesia on 7 November 2000, the Company has a license as medicinal plants and
pharmaceutical plants that are environmentally friendly. The Company is the only company that has
a standard herbal pharmacy.
The Company has its own raw material processing facilities and 99% of the raw materials for herbal
medicine are derived from Indonesia, in cooperation with 102 farmers groups since 1994.
The Companys main products have undergone research and obtained research certificate for the testing
of their safety and efficacy as a form of the Companys responsibility to the customers.
The main product of the company is one of the market leaders.
The Company is an innovative and progressive company.
The Company has 108 local distributors that have been developed since 1972, some of which originated
from SME as well as distributors in several countries.

94

8. The Company has loyal, dedicated and experienced human resources in research development and
production relating to herbal medicines and herbal food & beverages industry.
Described below are several factors that support the Companys competitive advantages referred to above:
1. Safe and high-quality supply chain due to the followings:
a. Cultivated raw materials
b. Substitutable raw materials
c. Good cooperation with farmers
d. The Company has plans to establish raw material processing centers in local areas to obtain highquality raw materials upon arrival at the factory for the production process.
e. The Company has a numerous amount of parties to support its product distribution to market
f. The Company has the ability to differentiate products and quickly response to consumer needs and
preferences.
g. The Companys products are well-known and trusted by society at large.
h. The Companys market segment encompasses lower middle class to upper middle class, with
affordable prices.
2. Research and Development
a. The Company is a research based company.
b. Comprehensive Laboratories with ISO 17025 certification.
c. Cooperation with various institutions.
d. Constantly innovating to create new products and segments.
3. The Companys corporate social responsibility activities are, among others, as follows:
a. Cooperation with various elements of society.
b. Conducts factory visits to provide insights to society.
c. Participates in various organization, including jamu producers association
d. The Company considers other jamu producers as coopetitors instead of competitors, as proven by
trainings for other jamu producers.
e. The Company intends to develop Indonesias traditional medicine to a competitive level compared to
international traditional medicine.
f. Trains farmers
g. Tourism and cultural advertisements.
4. Human Capital
a. The Company strives to maintain its employees welfare by providing facilities in the form of employees
cooperatives, pension fund and allowing employees to freely join labor union.
b. Has qualified human resources as described in employee composition.
c. The Company has a strong and solid team work to capture market share, with their motto Partner of
National Solidarity.
5. Environment
a. Through cultivation of raw materials, the Company indirectly participates in preservation of the
environment.
b. The Company is currently concentrating to achieve proper grade.
c. In the future, the Company will implement zero waste by utilization of all existing waste. As of now,
waste is utilized as, among others, fertilizers.
d. The use of gas fuel, that is more efficient and energy saving.

95

3. Business Strategies
In the future, the Company plans to invest in, among others:
- The purchase of land and building and factory expansion
- Investment in Subsidiary, i.e. PT Muncul Mekar, with regard to the purchase of land and warehouse
construction.
- Investment in Subsidiary, i.e, PT Semarang Herbal Indo Plant, with regard to the purchase of
machineries.
- The development of information techology system and computerization in the Company.
The Company takes these steps to support the Companys growing sales and operational activities.
In the future, the Company plans to increase the sales of the following products: tolak angin, coffee and milk
and alang sari.
4. Business Activities
In accordance with Article 3 of the Companys last Articles of Association based on the Deed of Resolutions of
the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul Tbk No. 33 dated
18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received formalization
from the Minister of Justice and Human Rights under No. AHU-49556.AH.01.02.Year 2013 dated 24 September
2013 and was registered in the Company Registry under No. AHU-0089234.AH.01.09.Year 2013 dated
24 September 2013, the scope of the Companys business activities is to engage in jamu and pharmaceutical
industry, trade, ground transportation, service and agriculture. To conduct the aforementioned business activities,
the Company may carry out the following business operations:
x
x

x
x
x

Engage in industrial business, including pharmaceutical, herbal medicine, herbs ingredients, cosmetics,
health food and beverages, and electronic medical devices;
Engage in trading, including import, export, local, interprovinces, agency, purveyor, wholesaler, supplier and
distributor for pharmaceuticals products, herbs ingredients, cosmetics, health food and beverages and
electronic medical devices, either for the Company or on a commission basis for and on behalf of other
parties;
Engage in ground transportation business, which include expedition and warehousing, passenger
transportation and freight related to the conduct of the aforementioned industry and trading activities;
Engage in wellness services business, utilize wellness related electronic devices and healthcare services,
except for legal and tax services.
Engage in agriculture business, which include conservation of herbal plants and animals to be used as
research objects for cosmetic and herbs ingredients research and providing visitors infrastructure at the
herbal plants and animal conservation area, all of which are aimed to support the pharmaceutical and herbal
medicine industry referred to above.

As a company that has been operating since 1951, the Company has become a modern herbal medicine
company that always strives to provide good and healthy products to all its consumers, and therefore contributing
positive values to the society.
In addition to relying on fresh and high-quality natural ingredients, the Company also emphasizes the importance
of research, science and technology in carrying out the production processes of each of its product, as well as in
moving forward to expand its business. The Company continues to create innovations in the form of new
inventions with high level of efficacy for all levels of society.

96

Accordingly, the Company has equipped its factory with various supporting facilities that meet pharmaceutical
standards. Among those facilities are ISO (International Standard Organization) 17025 certified laboratory,
CPOB and CPOTB standardized production facilities, waste and water demineralization treatement, holistic
clinics and agrotourism areas.
Currently, the Company owns a factory located at Jl. Soekarno Hatta km 28, Bergas Sub-District, Klepu,
Semarang. The total area of the Companys factory is 304,425m2 with total building area of approximately
85,975 m2. From the early stage of the factory construction, the Company has planned to segregate the areas by
function. The factory area consists of factory building with total area of 82,675 m2, Agro tourism section with total
area of 12,814 m2 while the remaining areas serve as the factory environmental support.
Current factory facilities consist of the following:
1. Laboratories
Instrumentation Laboratory, equipped by HPLC (High-Pressure Liquid Chromatography), GC (Gas
Chromatography) and TLC Scanner (Thin Layer Chromatography), Spectroscopy, Atomic Absorbtion
Spectroscopy (AAS), etc. The laboraties are built on a total area of 1,200m2.
Pharmacology Laboratory
Formulation Laboratory
Pharmacognosi Laboratory
Stability Laboratory
Chemical Laboratory
2. Herbal plants cultivation and research plantation
3. Extraction Center
4. Clean water treatment
5. Waste water treatment
6. Library
7. Holistic Clinic
8. Scientific Research and Collaboration
In addition to the above, the Company also opens its facilities for public visits to provide society the chance to
directly observe its production process, in the hope that the activity will serve as an eye-opener to the society
regarding the herbal medicine produced by the Company, which have met the COPB and CPOTB standards and
are safe and effective to consume.
Cultivation and Plantation of Herbal Plants
The Company has cleared a stretch of land for the purpose of cultivation and plantation of herbal plants. The
area also serves as an agrorourism area, that is used to collect herbal plants with priorities for rare or nearly
extinct plants. The largest share of its collection consists of plants to be used as raw material for medicinal herbs.
The designated area for herbal plants collection is artistically designed to attract visitiors. Officially, the area is
assigned as an agrotourism object specializing on herbal plants collection that is integratedly designed with
landscaping and other infrastructure. The Companys herbal plants agrotourism area is located in the Companys
herbal factory area, Jl Soekarno Hatta, Diwak village, Bergas subdistrict, Semarang regency, Central Java
stretching on an area of approximately 1.5 hectares, with a sloping land topography, at the height of 440 meters
above sea level. There are approximately 400 species of herbal plants collection, including introductory plants or
those imported from abroad, among others: Echinacea Purpurea, Tribulus Terrestris and Sylibum Marianum. The
area also boasts a nursery and a store that sells seeds of herbal plants.

97

Scientific Research and Collaboration

To ensure that the development of its product is continuously in keeping with the demand of society and
technological advances, the Company collaborates with various institutes of science to conduct scientific
research relating to traditional medicine, herbal plants efficacy and other subjects related to the Companys
business activities. The collaborations are conducted with several parties, among others:
a.
b.
c.
d.
e.
f.

University of Diponegoro Semarang

Faculty of Medicine Maranatha University, Bandung
Faculty of Pharmacy Sanata Dharma University, Yogyakarta
Research Institution Intstitut Teknologi Bandung
Herbal Plants Research Station Ministry of Health in Tawangmangu
Herbal Plants and Spices Research Station in Bogor.

The quality of herbal medicine produced by the Company are guaranteed as they have passed various tests,
ranging from toxicity tests to efficacy tests. The production process is also supported by a complete array of
laboratory facilities and researches conducted by the Research & Development Department.
5. Information on the Companys Products
The sustainable growth of the Companys products is based on two main principles, i.e., (1) maintains product
quality at all time and (2) continuously creates various innovations to bring high-quality, safe and effective
products to accommodate the societys needs of health.
The products produced by the Company must meet the following standard requirements:
x Processed at the extraction center and produced in a modern and hygienic factory that meets the Good
Manufacturing Practice, which is a production standard applied to all products containing extracts, i.e.,
capsules, tablets, caplets, internal liquid medicines and instant drinks.
x Use standardized natural ingredients (meaning each batch of production contains the same amount of active
ingredients)
x Passed toxicity test (safety) and are supported by various scientific references.
x Analyzed at accredited laboratory.
x Passed microbiology tests (fungi count, mold, harmful fungi and bacteria count), including aflatoxin (toxic
ingredients produced by the existence of Aspegillus flavus. This fungus is generally found in
rootstocks/rhizomes that are in contact with the ground).
x Passed stability test to determine product expiry date, not based on references or estimates.
x Do not contain sugar, yeast, flavouring, artificial colours and preservatives (these requirements apply for
capsules)
x Become a memper of APSKI (Asosiasi Pengusaha Suplemen Kesehatan Indonesia Indonesian Health
Supplement Entrepreneurs Association) and IADSA (International Alliance of Dietary Supplement
Associations)
The Company generally categorizes its products into the following:
x Herbal Medicine, including powder medicinal herbs, complete medicinal herbs, food supplements, heath
beverages, candy and others
x Standardized Herbal Medicines

98

Description of the Companys products:

A. Herbal Medicine Category
x Tolak Angin
x Others herbal medicine
B. Energy Drink Category
C. Beverage and Candy Category
D. Healthy Drink Category
x Alangsari
x Kunyit Asam
x Bersa Kencur
x Jahe Wangi
E. Others Product Category
Source :The Company, July 2013

6. Raw Materials Management

80% of the Companys medicinal herbs raw materials are explored from nature (for example from the forest) and
20% are the results of cultivation (planted). Accepted raw materials are dry materials (siklisia simplisia), except
for beverage products such as ginger and turmeric. Considering 80% of raw materials are explored from nature
and lacking of standardization, every raw materials received must first undergo quality check, which includes
checking its accuracy, its cleanliness from pathogenic bacteria and that dry materials contain a maximum water
content of 10%. The raw materials are, among others, turmeric, ginger, java turmeric, cinnamon, laos, tongkat ali,
cloves and others.
The main important consideration in production process is the raw materials inventory. Raw materials inventory
will support the effectiveness of the Companys production activities. Prior to processing, raw materials inventory
are stored in the raw materials warehouse. The raw materials warehouse stores various ingredients to be used,
among others, laos, ginger, turmeric, lempuyang, tongkat ali wood and others. The raw materials are
transported from various regions, among others: Central Java (Boyolali, Tawangmangu, Wonosobo), Kalimantan
and other areas across Indonesia. Raw materials are acquired from regions or areas surrounding the factory and
the materials selected are the ones in dry form to support better storage. Raw materials are acquired after going
through a long chain of supply, therefore it should be maintained in dry form.
Raw materials receiving is also conducted in the raw materials warehouse. Each new raw materials must be
checked prior storage. The raw material checking is conducted by the Quality Control Team (QCT). QCTs three
main functions are as follows:
a. Check the accuracy of raw materials: in which case the QCT team checks whether raw materials received
are in accordance with the purchase.
b. Check the cleanliness of raw materials: not only from dirts that are visible to the eyes (dirt, mud, gravel,
plastic), but most importantly from harmful bacterias.
c.

Check the water content of the raw materials: which must not exceed 10%. Raw materials with water content
exceeding 10% are more susceptible to mold during storage, which will eventualy reduce its quality as it will
contain less active ingredients. For example, the color yellow in processed turmeric which contains plenty of
water will be less vibrant.

99

The raw materials will be sorted on the shelves by type. Each shelves are labeled with raw material tables on the
board. Storage process is conducted in the storage warehouse. The raw material inventory is based on FIFO
(First-In First-Out) method in order to avoid material build ups or overlong stored materials which will result in
damaged raw materials. In the storage room, the raw materials have to meet the following requirements:
a. Raw materials must be accurate.
b. Raw materials must be clean.
c. Raw materials must be stored in dry form.
In terms of raw material quality control, the Company conducts the following:
a.
b.
c.
d.
e.
f.

Separation of impurities (sorting)

Cutting, to facilitate grinding process
Rewashing, to ensure cleanliness of the materials
Drying, using the oven
Dry materials sorting, only high-quality materials are selected
Observation of quality control team to ensure the raw materials meets the standard requirements.

Since the quality of the sorting result will be more reliable when conducted directly by human labor, a large
portion of the processes referred to above are still conducted by human labor. In addition to maintaining quality,
the use of human labor is also intended to empower the surrounding society by improving their quality of life
through employment opportunities.
The first production process of herbal medicine is the raw materials receiving. The incoming raw materials are
immediately checked by QCT. After the materials are proven to meet the receiving standards and usage
standards, they are stored in the raw material storage warehouse. Herbal medicine ingredients preparation or
herbs ingredients are also stored in the form of dry simplicia, chopped simplicia, whole dry and in the form of
powder or grain and extract. Dry extracts are stored in non-simplicia storage warehouse, while liquid extract are
stored in extraction cold storage for a limited amount of time. Raw materials to be used will be taken out from the
raw materials storage warehouse to be sorted. After sorting, the raw materials are then washed, dried, grinded
and only then are mixed.
Type of Herbal Medicine Raw Materials
No.
1.

Product Type / Indonesian Name

Common Name

Latin Name

Dry Simplicia and Powder

Jati Belanda
Sirih
Alang-Alang
Echinacea
Kencur
Jahe
Daun Jambu Biji
Daun Dewa
Cabe Jawa
Kumis Kucing
Temulawak
Ling Zhi
Meniran
Jahe Merah
Pasak Bumi

Bastard Cedar
Betel Peper
Cogon Grass
Echinacea
Galangal
Ginger
Guava Leaf
Gynura Leaf
Java Long Pepper
Java Tea
Java Turmeric
Ling Zhi
Phyllantus
Red Ginger
Tongkat Ali

Guazumae Folium
Piperis Folium
Imperatae Rhizoma
Echinaceae Herba
Kaempferiae Rhizoma
Zingiberis Rhizoma
Psidii Folium
Gynurae Folium
Retrofractie Fructus
Orthosiphonis Folium
Curcumae Rhizoma
Ganoderma Fructus
Phyllanti Folium
Zingiberis Var Rubra Rhizoma
Eurycomae Radix

100

No.

2.

3.

Product Type / Indonesian Name

Common Name

Latin Name

Tribulus
Kunyit
Kunyit Putih
Temu Hitam
Temu Mangga
Dry Extract
Jati Belanda
Sirih
Kayu Manis
Alang-Alang
Ketumbar
Echinacea
Adas
Kencur
Jahe
Pegagan
Daun Jambu Biji
Daun Dewa
Cabe Jawa
Kumis Kucing
Temulawak
Ling Zhi
Meniran
Mengkudu
Jahe Merah
Katuk
Pasak Bumi
Tribulus
Kunyit
Kunyit Putih
Temu Hitam
Temu Mangga
Pure Essential Oil
Minyak Daun Cengkeh
Minyak Tangkai Cengkeh
Minyak Bunga Cengkeh
Minyak Adas
Minyak Jahe Basah
Minyak Jahe Kering
Minyak Temulawak
Minyak Sereh Wangi
Minyak Pala
Minyak Nilam
Minyak Kunyit
Minyak Kenanga

Tribulus
Turmeric
White Turmeric
Black Turmeric
Curcuma Mangga

Tribuli Fructus
Curcumae Domesticae Rhizoma
Curcumae Zedoaria Rhizoma
Curcumae Aeruginosae Rhizoma
Curcumae Mangga Rhizoma

Bastard Cedar
Betel Peper
Cinnamon
Cogon Grass
Coriander
Echinacea
Fennel
Galangal
Ginger
Gotu Kola
Guava Leaf
Gynura Leaf
Java Long Pepper
Java Tea
Java Turmeric
Ling Zhi
Phyllantus
Noni
Red Ginger
Sweet Leaf
Tongkat Ali
Tribulus
Turmeric
White Turmeric
Black Turmeric
Curcuma Mangga

Guazumae Folium
Piperis Folium
Cinnamomi Cortex
Imperatae Rhizoma
Coriandri Fructus
Echinaceae Herba
Foeniculi Fructus
Kaempferiae Rhizoma
Zingiberis Rhizoma
Centellae Folium
Psidii Folium
Gynurae Folium
Retrofractie Fructus
Orthosiphonis Folium
Curcumae Rhizoma
Ganoderma Fructus
Phyllanti Folium
Morindae Fructus
Zingiberis Var Rubra Rhizoma
Sauropi Folium
Eurycomae Radix
Tribuli Fructus
Curcumae Domesticae Rhizoma
Curcumae Zedoaria Rhizoma
Curcumae Aeruginosae Rhizoma
Curcumae Mangga Rhizoma

Clove Leaf
Clove Stem
Clove Flower
Fennel
Ginger
Ginger
Java Turmeric
Lemongrass
Nutmeg
Patchuoli
Turmeric
Ylang-Ylang

Syzygium Aromaticum L.
Syzygium Aromaticum L.
Syzygium Aromaticum L.
Foeniculum Vulgare L.
Zingiber Officinale L.
Zingiber Officinale L.
Curcuma Xanthorrhiza L
Cymbopogon Nardus L.
Myristica Fragrans L.
Pogostemon Cablin L.
Curcuma Domestica L.
Cananga Odorata L.

The List of Raws Materials used as the Companys for its production are, among others, as follows:
No.
1.
2.
3.
4.
5.
6.

Name
Fennel
Star Anise
Akar Wangi
Cogon Grass (root)
Avocado (leaf)
Bangle

No.
36.
37.
38.
39.
40.
41.

Name
Java Plum
Cinnamon
Kayu Rapet
Cinnamomum Sintok
Tree bean
Velvet Berry

101

No.
71.
72.
73.
74.
75.
76.

Name
Bay leaf
Green Chirayta
Sappan wood
Celery
Celery
Sembukan

No.
7.
8
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.

Name
Garlic
Lote herb ocean
Wood rose
Brotowali
Java Long Pepper
Sandalwood
Clove
Morel Berry
Coral Tree (Leaf)
Gunj Leaf
Plantain leaf
Caricature Plant (Leaf)
Pomegrenate (Skin)
Intoxicating yam
Betel bite
Serawak Betel bite
Bottlebrush
Garden Ginger
Guava (Leaf)
Ling Zhe Mushroom (slice)
Ling Zhe Mushroom (whole)
Bastard Cedar (leaf)
Senna (leaf)
Kaffir Lime
Fennel flower
Cumin
Dandelion
Cardamom
Elaeocarpus grandiflora

No.
42.
43.
44.
45.
46.
47.
48.
49.
50.
51.
52.
53.
54.
55.
56.
57.
58.
59.
60.
61.
62.
63.
64.
65.
66.
67.
68.
69.
70.

Name
Rodent tuber
Basil
Cubeb
Oranga Jessamine
Galangal
Coriander
Turmeric
Pepper
Black pepper
White pepper
Shampoo ginger
Red greater galanga
Greatar galangal
Mahkota Dewa
Phyllantus
Neem
Mullberry (leaf)
Nutmeg
Asthma Plant
Papaya (leaf)
Gotu Kola
Star Anise
Alyxia Stella (Maile)
Black Board Tree
Snakeroot
Urena Lobata
Pimpinella Puruatjana
Marshpepper Knotweed
Rosella

No.
77.
78.
79.
80.
81.
82.
83.
84.
85.
86.
87.
88.
89.
90.
91.
92.
93.
94.
95.
96.

Name
Sambong
Lemon grass
Arrowleaf Sida
Arrowleaf (root)
Betel peper (leaf)
Soursop (leaf)
Sweet leaf
Breadfruit (leaf)
Elephants foot
Shortleaf spike edge (root/rhizome)
Corn sow thistle (flower)
Temu Giring
Black turmeric
Fingerroot
Curcuma manga
White turmeric
Java turmeric
Trawas
Puncture Vine
Spirullina

7. Production Process
7.1.

Production Activities

As a player in the herbal medicine industry, the Company is governed by Regulation of the Minister of Health of
the Republic of Indonesia No. 006 in 2012 on Traditional Medicine Industry and Enterprises, and the following
rules implementation. Through implementation of high standards of quality for each of its products, the Company
has become the only traditional medicine factory with pharmaceutical standards as evidenced by the CPOB and
CPOTB certificates that are equivalent to pharmaceutical. These facts have made the Company more attractive
and improved its ability to maintain consumers loyalty.
The Company is commited to develop good and proper herbal medicine business. This commitment has made
the Company more concentrated and innovative. The proper selection and usage of raw materials, in terms of
type, amount and quality will produce good quality herbal medicine. To realize this commitment, all plans to
release new products are always preceded by literature studies as well as intensive research concerning the
safety and efficacy as well as market sampling. To guarantee the quality of its products, every production step
starting from the raw materials received until the products are delivered to the consumers are conducted under
tight quality control.
The Companys production activities starts from the receipt of raw materials and packaging materials from local
suppliers, who are qualified Companys partners subsequent to the Companys approvals once they have passed
the qualification tests set by the Company in order to become a supplier or partner. There are no raw materials
used in production activities from import suppliers.

102

In conducting its business, the Company has been working with 102 farmer groups so that there is no
dependence on a single supplier that needs to be disclosed in the Prospectus. In a purchase transaction, the
Company refers to the price prevailing in the market. All the suppliers of raw materials are the Companys third
parties who are not affiliated with the Company.
The raw materials are received by raw materials storage warehouse and stored in quarantined area to be
checked by Quality Control department using equipments of quality control laboratory to test the worthiness of
such raw materials in accordance with the Companys specification.
Afterwards, raw materials that have passed quarantine will be subject to pre-processing activities, i.e., washing,
sorting and drying to produce clean and ready-to-use materials for production that will be stored in clean storage
area.
The companys standard production has been getting CPOB and CPOTB certification

The diagram below represents the schematic stages of the Companys production process:
Raw Material

Selected
Sorted

Washed twice

Dried using
Dryer

Distributor PT Muncul Mekar

Mixed

Goods Ready
For Sale

Coarsely
Grinded

Oven-fried

Finely Grinded

Packed

Labeled

Packed in
Polypaper

Sieved

(Sifted)

Fine Powder

in Plastic
Wrapped using
Aluminium Foil
Machine

Below is an explanation of each process:

Raw materials that will be used for the production process selected in advance. Once selected, the materials
that have passed the selection process into the washing process. Material washing process is done as much
as 2 times. Then, clean herbal ingredients that have been dried with dryer.

103

From the above process, the material obtained ready mixed dried herbs. Dry ingredients are mixed in
accordance with the prescriptions of herbs that will be created. The finished dried herb mixed included in the
milling process. The first mill was grinding process abusive. After coarse grinding process, the herbal
ingredients roasted / toasted before entering the second grinding process, ie the process of finely milled. To
get the appropriate fineness powder, fine powder is sifted. Less delicate powder is finely milled back, while
the herbal powder is fine going into the packaging process.
Packaging process in general through 2 stages. The first stage is the primary packaging (packing primer).
Primary packaging is the packaging in direct contact with the product. Primary packaging can be polypaper
or aluminum foil. Products are packaged using labeled primers packing again later packed into the
secondary packaging (secondary packing) in the form of plastic or cardboard. Once the packaging process
is complete, the product is ready for sale

The following figure illustrates the production process of herbal medicine in powder form along with the
explanation.

Below is an explanation of each process:

x

Frying

Grinding

Sieving

Primary Packing

is a sangray process (frying without using oil). In this process, the

blended raw materials are placed into the frying machine for a certain
time. The purpose of this process is to reduce the moisture content. This
sangray process also produces the aroma of herbal ingredients.
after the frying process, the dry herbal ingredients are grinded to be
herbal powder.
after the grinding process, the powder will be sieved. From this process,
fine powdered herbs will be forwarded to the primary packing, while
coarse powder will be processed again for grinding.
in this process, powdered herbs that have been through the sieving
process will be packed in sachets.

104

Secondary Packing

the herbal sachet from the primary packing will be packed into its
secondary packing such as box or plastic.

The following figure illustrates the process of the production of liquid products along with the explanation.
Liquid Product Production Process Images
COOLING TANK

LIQUID PROCESS

MIXING TANK

FILL & SEAL

SECONDARYPACKING

QUARANTINE ROOM

CARTONING

Below is an explanation of each process:

x

Mixing Tank

Cooling Tank

Fill and Seal

Quarantine Room

Secondary Packing

Cartoning

in the mixing tank, the extract of liquid herbal is mixed with other
materials and heated for a certain time so that the materials can be
mixed well.
after heating, the liquid herbal is flowed into the refrigerated tank for
cooling. In the cooling tank, other ingredients are also added to the
herbs.
after the cooling process, the liquid herbal is flowed through the pipes
into the fill and seal machine to be packed.
the packed liquid herbal in the form of sachet will be placed in the
quarantine room for inspection.
after passing the inspection procedure, herbal sachet will be packed into
the secondary packaging such as plastic, box, or jars.
extracts of liquid herbal that have been packed in the secondary
packing will be packed again into cartons.

105

The following chart illustrates the flow of raw materials process as well as extraction process and candy
production process.
Pre-processing Flowchart (Raw Material Process)

Extraction Process Flowchart

Raw Material

The extraction process is the process of taking the extract

(essence ) of herbal ingredients . In this process , raw material first
coarsely ground . Results of this rough mill which will be taken sari
- sari ( extract ) . For some products , the extract taken rough mill
can be a combination of various materials as prescribed herbal
medicine .

Explanation:
The flow above the pre-existing process flow of raw materials. Preprocess the raw material flow includes flow from raw material
receipt and the drying process.
Raw materials that come from the first supplier in check. Raw
materials according to standards acceptable, while the raw
materials that do not conform will be returned to the supplier.
Selected raw materials received (disortasi) to keep the quality of
the material remains good. Raw materials that have disortasi be
washed. Washing process is done as much as 2 times. Raw
material is clean, then dried. Once dry, raw material ready to go to
the next process or stored

Candy Production Process

Extraction process itself consists of several methods , namely

maceration and percolation . The process of extraction by
maceration method is the extraction process by soaking the
materials in the solvent ( solvent ) . Solvent is a liquid that can
dissolve the material , can be either water or alcohol . Another
method used for extraction is by percolation . Percolation process
is the extraction process by circulating the solvent through the
material to be extracted . For extracts , can go through the process
alone maceration , percolation alone or a combination of both . The
process depends on the material to be extracted .
Extraction process will produce a liquid extract , but the extract was
mixed with the solvent substance . To separate the solvent to
extract to go through the process of evaporation . In the
evaporation process , the material is heated to a certain
temperature in order to evaporate . Because different boiling point ,
solvent and extracts can be separated . The extract is completely
pure can proceed to the next production process or kept in cold
storage until needed for the production process .

Candy production process, largely through 4 stages.i.e cooking,

molding, cooling and staging. The ingredients are mixed candy in
the process of cooking (cooking). Once mixed well, in hot
conditions, the candy printed materials (molding) and a granular
form. Grain prints are then cooled by refrigerated passed through
the room and then stored for a certain time (aging) before it can be
packaged.
Candy packaging process, in the form of primary packaging in the
box (fill and seal), the secondary packing and cartoning process
and case packer.

Source : The Company, July 2013

106

7.2. Laboratory and Research Activities

The pictures below show the Company's laboratory facilities according to its functions and types.
Chemical and Instrumentation Laboratory Activities
CHEMICAL & INSTRUMENTATION
LABORATORY

GCMS
AAS

TLC Scanner

UPLC

SPECTROPHOTOMETER

Source: The Company, July 2013

Chemistry and Instrumentation Laboratory

This laboratory responsible for testing the content of substances contained in the raw materials, processed
materials and finished products. The purpose of the test is to maintain the safety and quality of the company's
products. The instruments that are being used in this lab are as follows:
x TLC Scanner (Thin Layer Chromatography)
x GCMS (Gas Chromatography Mass Spectrofotometri)
x UPLC (Ultra Performance Liquid Chromatography)
x HPLC (High Performance Liquid Chromatography)
x Spectrophotometer
x AAS (Atomic Absorbtion Spectroscopy)

107

Business Activities of Stability Test, Microbiology, Formulation and Production Laboratories

MICROBIOLOGY
LABORATORY
STABILITY TEST
LABORATORY

RETAINED
SAMPLE

CLIMATIC CHAMBER
Source: The Company, July 2013

Stablity Test Laboratory

At this laboratory, products are tested to ensure the fixed stability of product quality according to the Companys
standards when stored under certain conditions and a period of time.
The stability testing can beconducted by storing the products on the retained sample shelves or using the
climatic chamber. On the retained sample shelves, the products are placed in a temperature that reflects the
actual conditions of normal room temperature. These shelves store each sample of the Companys production.
Another method to test the stability is by using the climatic chamber. With the climatic chamber, the storage
condition is engineered so as to know the expiry condition of the products in a short period.
Microbiology Laboratory
This Laboratory is responsible for identifying bacteria, fungi, and other microbes that present in raw materials,
processed materials, finished products, processing room and machinery. The purpose of the identification is to
ensure that materials, products and processing environment is free from bad microbes.

108

Source: The Company, July 2013

Formulation Laboratory
Research on product formulations are performed in the formulation laboratory. The purpose of research in this
laboratory is to find a new product formulation and in addtion it may also reformulate the existing products.
Therefore to accomodate these functions, the lab is equipped with a mini model of the production machines such
as mini evaporator, mini capsule machine and mini coffee extractor.

109

Source: The Company, July 2013

Efficacy Test Laboratory

The efficacy test laboratory is to test the efficacy of the product benefits in humans. However, before tested on
humans, the product will first be tested on animals in the laboratory of pharmacology.
Pharmacology Laboratory
The Pharmacology laboratory is test the products efficacy and toxicity in animals. Before tested on humans, the
products are tested on animals to reveal the side effects of these products.

110

Source: The Company, July 2013

IPC Laboratory
IPC laboratory or In Process Control is a laboratory that performs monitoring in every process. IPC laboratory
ensures that every process is in accordance with the quality standard accepted by the Company.
7.3. Production Capacity
The Companys production capacity and actual production quantity from 2008 to 31 July 2013 were presented
below:

Production Capacity
Herbal Medicine
Energy Drinks
Drinks & candy
Healthy drinks
Others

Actual Production Quantity

Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others

31 July
2013
600,600,000
2,450,000,000
462,233,333
172,083,333
17,500,000

31 July
2013
463,468,383
1,232,073,499
279,531,529
38,209,126
1,487,114

2012
1,029,600,000
4,200,000,000
792,400,000
295,000,000
30,000,000

2012
702,506,764
2,703,196,993
432,394,893
92,768,449
2,711,968

2011
1,029,600,000
4,200,000,000
792,400,000
295,000,000
30,000,000

31 December
2010
1,029,600,000
3,000,000,000
396,200,000
73,750,000
30,000,000

2011
554,981,032
1,900,579,019
364,758,117
44,754,744
2,815,004

31 December
2010
496,339,664
1,620,576,823
206,220,841
43,560,504
2,938,745

111

(in units)
2009
687,060,000
3,000,000,000
396,200,000
73,750,000
30,000,000

2008
687,060,000
3,000,000,000
396,200,000
73,750,000
30,000,000
(in units)

2009
347,895,551
1,457,990,811
136,041,592
37,427,317
3,215,393

2008
342,054,849
1,363,802,831
1,363,802,831
34,846,641
4,024,910

Utilization
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others

31 July
2013
77.17
50.29
60.47
22.20
8.50

2012

2011

68.23
64.36
54.57
31.45
9.04

53.90
45.25
46.03
15.17
9.38

31 December
2010
48.21
54.02
52.05
59.07
9.80

(in percentage)
2009

50.64
48.60
34.34
50.75
10.72

2008

49.79
45.46
32.61
47.25
13.42

In connection with the sales growth of the Company's products, the Company's production capacity is currently
around 50% to 80%. In the year 2014 to 2015, the Company will increase production capacity. The increase
of the production capacity of these were related to the intensity of the promotion of the Company's products
through advertising, both in print and electronic media that were delivered nicely, which increased the consumer
appeal and brandawareness of the Company's products, which have an impact on the increasing market
demand to boost production volume.
7.4. Quality Control
The Company has a Quality Control Departmnent that is responsible to ensure that the quality control policies set
by the Companies are properly implemented and that the actual practices are in conformity with standard
procedures. Only products that meet the qualifications can be send to customers, therefore the probability
of product return from customers is very minimum. Defective products or products that do not meet the
production standards will be re-processed to meet the set production standards and qualifications.
As of now the Company has obtained various ISO certification as international standard acknowledgement to the
production systems and processes implemented by the Company.
Company Name
Perseroan

ISO Type
ISO 17025

Date of Receipt
12 October 2004

Issuing Company
National Accreditation Committee

As part of its effort to improve the Companys production units quality and capability to produce more various
products, the Company has automatized its production facilities to improve efficiency of the production
processes.
8. Distribution and Marketing Activities
Distribution Network
The herbal medicine industry in Indonesia continues to grow in line with the development in both domestic and
global market, where herbs, which were initially consumed by the Indonesian society, particularly those residing
in the Island of Java, have become more well-known and consumed by all levels of Indonesian society. In
addition, herbs products are also exported to various countries abroad as follows:
Afghanistan

Algeria

United States of
America
Brunai Darusalam

Australia

Ghana
Hongkong
Jordan

Korea
Malaysia
Mauritius

Nigeria
Qatar
Singapore

Canada

Mongolia

Suriname

112

The Company distributes its products through its subsidiaries, PT Muncul Mekar, a distribution company that
specializes in handling the operational distribution of the Companys products. The Companys products are
distributed by land and water transportation, starting from the finished goods warehouse in Semarang factory.
The following diagram presents the Companys herbal medicine products distribution structure. The distribution
channel and the levels of wholesalers and/or sub-distributor may vary in accordance with the products and
distribution area.
PT Industri Jamu dan Farmasi Sido Muncul Tbk Distribution Channel
Factory

PT Industri Jamu dan Farmasi Sido Muncul Tbk

Distributor

PT Muncul Mekar
Jakarta and

West Indonesia

East Java and

Central Java

East Indonesia

Customers

Wholesalers, Supermarkets, Shops, Brewing Retailers, Retailers

Consumers
Until the date of issuance of this Prospectus, the coverage of PT Muncul Mekars marketing and distribution area
encompass the following areas:
Jakarta and West Indonesia

Central Java

East Java and East Indonesia

Tangerang

Bangka

Yogyakarta

Surabaya

Banjarmasin

Makasar

Kebon Jeruk

Belitung

Tegal

Jember

Sampit

Kendari

Bekasi
Cipete
Kerawang
Cawang
Tambun
Pondok
Labu

Padang
Jambi
Bengkulu
Pontianak
Palembang
Pekanbaru

Solo
Rembang
Majenang
Semarang
Kebumen
Cilacap

Panorogo
Tuban
Bali
Kediri
Banyuwangi
Madura

Pangkalan
Bundar
Samarinda
Berau
Tarakan
Lombok

Palu
Gorontalo
Manado
Luwuk
Ternate
Tobelo

Bandar
Lampung
Batam
Ketapang
Medan

Purwokerto

Bojonegoro
Jombang
Sidoarjo
Gresik
Pasuruan
Lumajang
Malang

Sumbawa
Kupang
Atambua
Ruteng
Ende
Maumere
Wangopu

Ambon
Sorong
Nabire
Jayapura
Biak
Merauke
Manokwari
Timika

113

The distribution network area consists of 3 marketing offices (stock point) located in Tambun, Surabaya and
Semarang, and 100 selling agents, 108 sub-ditributor across Indonesia, 161,556 of wholesaler.
Map of the Companys Product Distribution Coverage Area

Marketing
The Company implements P5TR strategy, i.e., Product, Promotion, Price, Placement, Public Relation and
Corporate Social Responsibility, Trust and Relationship (high-quality products, intensive promotion and
competitive price) in its marketing activities. The Companys Integrated Marketing Communication strategy
in marketing its products are as follows:
a. Advertisements
Are media of information packaged in such a way to attract public attention. Advertisements require certain
original characteristic and persuasiveness so that consumers are willingly encouraged to take the actions
intended by the advertiser. In creating advertisements, the Company carefully considers the following four
components:
(1)
(2)
(3)
(4)

Behavioural aspects, i.e., expected actions of prospective customers

Expected attitude, involving product characteristic or distinction
Awareness, in developing new products in market to capture prospective customers
Positioning, consumers advice.

The Company strives to create advertisements that are informative, persuasive and serve as reminders. For
example, the advertisement of the Companys products, Tolak Angin, is packaged in such a way to include
the above elements. In marketing Tolak Angin, the Company utilizes advertisements in mass media,
particularly electronic and print media. Tolak Angin advertisement is widely-known for its tagline Orang
Pintar Minum Tolak Angin (Smart People Drinks Tolak Angin). In this advertisement, the Company wish to
influence society that in selecting cold remedies, it is necessary to drink Tolak Angin. This tagline is
enhanced through visualization of successful, smart and well-known figures such as Renald Kasali

114

(academic and marketing figure), Lola Kamal (actress and doctor) and Agnes Monica (widely-known as
young talented artist with academic achievements) and the last Anggito Abimanyu (academic and moslem
scholar). The current Tolak Angin advertisement is not only persuasive but also includes the message that
Tolak Angin cares about the Indonesian culture. This is fairly reasonable considering the position of Tolak
Angin herbal medicine that is widely-known by the Indonesian society as the product has existed for quite
some time. Therefore, Tolak Angin advertisements function more as reminders to society. Tolak Angin
advertisements are no longer the main instrument to market the product, but they serve more as reminders
and they provide information on actions taken by the Company to maintain customers loyalty.
The advertisements are also used to strengthen the Tolak Angin brand to ensure the name Tolak Angin is
strongly attached in consumers minds.
b. Sales Promotion
In addition to advertisments, the Company also implements Sales Promotion strategy. Sales Promotion are
activities to directly persuade, by offering incentive or added values of a product to sales forces, distributors
or end customers, with the main objective to create immediate sales. Sales promotions are conducted to
capture new customers and increase sales within a short period of time. One of the type of promotions
conducted by the Company is marketing the Companys product. Other type of promotions is through Event
Sponshorship. The Company often becomes the main sponsor in social or entertainment events.
c.

Brand Image
Marketing certainly needs to be complemented by the Companys reputation as well as product quality and
positive brand image. Maintaining public trust is one of the Companys main concern in building and
maintaining the Companys image and brand. On the other hand, the Company continues to build positive
image through its corporate social responsibility activities, among others by building a 12,814 meter square
agrotourism area in vicinity of the Companys factory and providing unrestrained access to the Companys
factory. The Company also often participates in donation for charity and social activities. In addition, the
Company also attends to the needs of every shareholders, by providing free homeward trips (mudik) in the
form of free transportation to the hometown of participants, who are mostly are retailers selling the
Companys product. The activities are conducted regularly to create mutual relationships and maintain high
loyalty from all stakeholders, consumers and distributors/agents of the Companys products.

d. Direct Selling
Is a marketing system where the organization communicates directly with target customers to obtain
response or create transactions. Direct selling can be performed through telemarketing, email and others.
Direct selling is not directly aimed to consumers but rather to the distributors in order for them to expand the
channeling of the Companys product. Unquestionably, direct selling is complemented with other programs,
such as incentives or discounts that are part of sales promotion.

115

The following sales data present the market area of the Company's main products which contribute
significantly to domestic and international income as follows:
No.
1.
2.
3.
4.
5.

Description
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others

Total

No.
1.
2.
3.
4.
5.

Description
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others

Total

No.
1.
2.
3.
4.
5.

Description
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others

Total

No.
1.
2.
3.
4.
5.

Description
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others

Total

No.
1.
2.
3.
4.
5.

Description
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others

Total

WestIndonesia
382,685
306,257
89,167
13,539
2,164
793,812

West Indonesia
526,444
654,070
131,447
30,130
1,865
1,343,958

West Indonesia
394,036
751,979
130,316
16,153
1,672
1,294,155

West Indonesia
324,354
723,267
91,369
16,853
1,653
1,157,496

West Indonesia
231,626
583,770
74,861
16,187
1,959
908,403

Central
Indonesia
100,942
62,883
34,484
4,596
8,377
211,282

Central
Indonesia
138,333
139,962
41,118
9,253
11,190
339,856

Central
Indonesia
102,894
149,533
27,150
5,771
7,512
292,860

Central
Indonesia
97,378
195,351
22,110
6,185
9,920
330,944

Central
Indonesia
78,091
149,312
19,565
5,831
9,756
262,556

116

(in million Rupiah)

Juli 2013
East Indonesia
81,951
215,105
58,646
8,321
1,006
365,029

Others
3,006
18,742
196
1,103
15
23,062

116,835
443,085
93,669
18,060
1,133
672,783

Others
3,640
29,068
432
1,705
223
35,068

86,759
419,810
71,759
8,841
658
587,828

Others
3,033
18,330
504
1,517
46
23,430

59,258
273,808
26,183
6,468
623
366,340

Others
1,533
9,556
100
563
8
11,758

29,031
102,275
10,967
4,122
468
146,863

Total
586,722
1,339,653
229,729
32,282
9,888
2,198,273

Total
482,523
1,201,982
139,762
30,068
12,203
1,866,538
(in million Rupiah)

2009
East Indonesia

785,253
1,266,185
266,666
59,149
14,411
2,391,664

(in million Rupiah)

2010
EastIndonesia

Total

(in million Rupiah)

2011
East Indonesia

568,584
602,987
182,493
27,560
11,562
1,393,186
(in million Rupiah)

2012
East Indonesia

Total

Others
930
6,280
102
406
24
7,742

Total
339,677
841,638
105,495
26,546
12,207
1,325,563

No.
1.
2.
3.
4.
5.

Description

West Indonesia
211,019
427,970
72,020
15,182
2,803
728,994

Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others

Total

Central
Indonesia
71,883
93,191
17,084
4,491
6,900
193,548

(in million Rupiah)

2008
East Indonesia

Others

28,221
69,032
10,547
4,299
727
112,826

Total

693
4,677
76
302
18
5,766

311,816
594,869
99,727
24,275
10,447
1,041,134

Sales/Revenue Growth of The Company and Subsidiaries

The Companys product contribution to all sales from 2008 to 31 July 2013 were presented below:
Top Products
Herbal medicine
Energy Drinks
Beverages and
Candy
Healthy Drinks
Others
Total sales

31 Juli
2013
568,584
602,987
182,493
27,560
11,562
1,393,186

%
40.81
43.28

2012
785,253
1,266,185

%
32.83
52.94

2011
586,722
1,339,653

%
26.69
60.94

13.10
1.98
0.83
100.00

266,666
59,149
14,414
2,391,667

11.15
2.47
0.60
100.00

229,729
32,282
9,887
2,198,273

10.45
1.47
0.45
100.00

31 Desember
2010
%
482,523
25.85
1,201,982
64.40
139,762
30,068
12,203
1,866,538

7.49
1.61
0.65
100.00

(in million Rupiah)

2009
339,677
841,638

%
25.63
63.49

2008
311,816
594,869

%
29.95
57.14

105,495
26,546
12,207
1,325,563

7.96
2.00
0.92
100.00

99,727
24,275
10,447
1,041,134

9.58
2.33
1.00
100.00

1) In the event of damage in the process of delivery of merchandise, the Company will accept returns on
merchandise from customers. However, when compared to historical sales over the last 5 years, the
amount of merchandise returns are not significant, ie less than 0.08%.
2) For sales discounts and sales bonuses, the Company implemented a policy that will be adapted to the
market conditions at the time of sale. Furthermore, if there is damage to returns in the process of delivery
of merchandise, the Company will accept returns on merchandise from customers. However, when
compared to historical sales over the last 5 years, the amount of merchandise returns are not significant,
ie less than 0.08%. Warranty payment terms given leeway to customers of the Company by an average
range of about 20 days. However, when the company launched a new product, the Company will give
more leeway the payment terms of 20 days in accordance with market conditions and the product.
9. Business Competition
In the last few years, the Company faced increasingly tight competition, particularly from other herbal medicine
companies such as PT Bintang Toedjoe, PT Deltomed Laboratories and others. Competition among herbal
medicine companies existed for herbal products such as cold herbal remedies and other herbs considering most
of the herbal companies have similar production line. i.e., using modern technology and capable of producing
medicinal herbs in various forms (powder, liquid and caplet/tablet).
In addition to herbal companies, the Company also competes with non-herbal companies, including
pharmaceutical companies. Lately, there has been a growing tendency towards production of traditional
medicines by pharmaceutical companies.

117

10. Business Prospects

The development of societys lifestyles that shows the growing tendency to go back to nature, both domestically
and internationally, has encouraged rapid growth in the herbal medicine industry. Consumers tendency to
search for products with natural ingredients with minimum side-effect compared to pharmaceutical
products/chemical based medicines adds to the factors that contribute the growth of herbal medicine industry.
The efficacy of herbal medicine which has been empirically proven for centuries holds the potential to be
develepod into standardized herbal medicine or phytomedicines. This public awareness has also encouraged the
growing consumption of herbal medicine. Herbal medicine consumption in Indonesia from 2008-2012 continued
to show an annual increase of 35.1% from 6,246.9 tons in 2008 to 20,818.6 tons in 2012. The increase is
expected to continue in the following years, therefore the Company has the opportunity to continue to increase
its production and expand its market share. (Source: Capricorn Indonesia Consult, September 2013).
11. Business Research and Development
The Company collaborates with several universities in Indonesia. One of which is the Faculty of Medicine,
University of Diponegoro (UNDIP), which conducted research and development of Herbal Medicine plants and
pre-clinical and clinical tests (efficacy tests). The research conducted on two herbal products from herbal
medicine company includes toxicity test and efficacy test. The importance of research and development of herbal
products continue to grow day by day. Activities related to this research are data collections of medicinal plants,
medicinal plants contents and toxicity tests on experimental animals, standardization of raw materials up to
clinical research on raw materials and finished goods.
12. UKL (Upaya Pengelolaan Lingkungan, Environment Management Efforts) and UPL (Upaya
Pemantauan Lingkungan, Environment Monitoring Efforts)
The Companys business type falls into the category of those that should be equipped with Environment
Management Efforts (UKL) and Environment Monitoring Efforts (UPL) as required in Law No. 32 Tahun 2009
regarding Environmental Conservation and Management juncto (ii) Government Regulation No. 27 Tahun 2012
regarding Environmental Permits. The Companys business activities do not require an environmental impact
assessment (AMDAL Analisa Mengenai Dampak Lingkungan), as the Companys business activities are
categorized as activities with no significant impact on the environment, however the Company has met the
requirements of UKL and UPL based on Letter of Head of Semarang Regency Environmental Impact Control
Agency No. 660.1/1357/2004 dated 31 July 2004. The Companys UKL and UPL implementation are periodically
reported to the Ministry of Environment of the Republic of Indonesia or the related local agency.
As a Company which utilizes plants as its raw materials, the Company avoids waste that are harmful to the
environments in order to conserve the various medicinal plants in Indonesia. The Company installs slurry
handling equipment to treat liquid waste produced by the factory into clean water to water the plants. Solid waste
and extraction waste are processed into organic fertilizers that can be used to fertilize plants. Through the above
waste management efforts, the Company strives to be an environmentally friendly company and to maintain the
harmony of the areas surrounding the factory as it helps the plants to thrive.
13. Good Corporate Governance
Considering the importance of good corporate covernance to achieve the highest standard in company
management, the Company is committed to implement Good Corporate Governance as part of the Companys
culture. Every business decisions and the implementations are taken by the Board of Commissioners, Board of
Directors and all of the Companys employees. Decisions are always made professionally, with due consideration
to the interest of all of the Companys stakeholders, without any prejudice. Good Corporate Governance is
consistently and continuously implemented to ensure long-term benefits are achieved. Every member of the

118

Company can develop their maximum potential so that career developments can be carried out without any
doubts and barriers since all activities are based on visions established by the Company.
14. The Companys Corporate Social Responsibility
As a Company which utilizes plants as its raw materials, the Company avoids waste that are harmful to the
environments in order to conserve the various medicinal plants in Indonesia. The Companys values are closely
related to corporate social responsibility and the Company believes that it is a key factor for the success of the
Company. As part of its responsibility to the environment, the Company has made efforts to manage its liquid
waste. The Company installs slurry handling equipment to treat liquid waste produced by the factory into clean
water to water the plants. Solid waste and extraction waste are processed into organic fertilizers that can be used
to fertilize plants. Through the above waste management efforts, the Company strives to be an environmentally
friendly company and to maintain the harmony of the areas surrounding the factory as it helps the plants to
thrive.
In addition, the Company also carried out various social activities as part of its participation in supporting the
society and to conserve the environment, in particular those in the vicinity of the Company. Below are the social
activities carried out by the Company during the past year:
x

Social Welfare

Monthly cataract surgery for the underprivileged in various locations in Indonesia

Donations to riot victims in Lampung (November 2012)
Charity contributions to 1,000 orphaned childred in Tangerang (August 2012)
Charity contributions to orphaned children in Banjarmasin (June 2012)
Donations to Victim Evacuation Center of Sukhoi Super Jet 100 (May 2012)
Meanwhile, the Company regularly conducts Mudik Lebaran Penyeduh Jamu Se-Jabodetabek
(Jabodetabek Jamu Brewers Idul Fitri Home Trip) since 1991. In 2006, the Company provides free
transportation for 15,000 travellers, which consisted of 250 buses to various region and cities in West and
Central Java, such as Cirebon, Solo, Wonogiri, Banjarnegara, Kuningan and Tegal.
The Annual Idul Fitri Free Home Trip is part of the Companys social responsibility and involvement to jamu
sellers. As one of the stakeholders in the Companys business chain and the front liners in the marketing of
the Companys product, the Annual Idul Fitri Free Home Trip is a source of pride. The essential point is to
bring happiness to the travellers. Through this event, the Company also hopes to assist the government in
solving Idul Fitri transportation problems.

Environment
Planting of 10,000 mangrove at Moro Demak Beach on the commemoration of The Birth of the Prophet
Muhammad SAW (April 2012).

The Company has opened an Agrotourism area as part of its concern on the environment; the purpose of the
area is to collect medicinal plants with a priority for rare or nearly extinct plants. A large part of the collection
consists of plants for herbal medicine ingredients used in the industry and the remaining are still explored from
nature. The Agrotourism are was opened in 1999 and was designed artistically to attract visitors. Officially, the
area is assigned as an agrotourism object specializing on herbal plants collection that is integratedly designed
with landscaping and other infrastructure.

119

The Agrotourism undertake thre missions to carry out as described below:

1. Scientific Mission
Serves as collection of live plants indicated as medicinal plants that are collected from various places, in
particular rare plants as stock plants / germ plasm that may be used from time to time for further research
material, whether for cultivation/development or efficacy research for new herbal medicine raw materials.
The research are conducted by the Companys research department and may also involve or conducted by
other institutions, particularly students and undergraduates.
2. Social Mission
The Agrotourism is open for public. Anyone is welcome to visit, particularly those who are concern about
Indonesia s biodiversity. Agrotourism can provide new insights and knowledge to the society, particularly
those related to medicinal plants, whether regarding cultivation methods, function and/or efficacy for human
health.
3. Economic Mission
The Agrotourism area serves as germ plasm / live plants stock that can be cultivated into unlimited amount
of new plants in other areas. The vegetative propagation in the form of seeds or planting stocks are
cultivated extensively in other areas and the results are used as raw materials for the herbal medicine
industry or commercial crops commodities.
15. Certificates and Awards
The Company received certifications and awards from various parties. The rewards and certifications received by
the Company are, among others, as follows:
No. Awards/Certification
1. CPOB dan CPOTB Certificate year 2000
2.

Anugrah Peduli Lestari Kehati 2001

3.

Bung Hatta Award

Role Model Company " Bung Hatta Good
Examples"
Indonesia Customer Satisfaction Award 2002
(ICSA)
Indonesias Featured Brand 2002
Indonesia Brand Champion 2013
Medicinal Herbs Category
Tolak Angin
Indonesia Brand Champion Category Minor
Health Pro 2013 Tolak Angin
Largest Tax Payer 2012
Processing Industry Sector
Top Brand Award 2013
Tolak Angin
Top Brand Award 2013
Kuku Bima TL

4.

5.

6.
7.
8.
9.

Granted by
Department of Health of the Republic of Indonesia
(currently known as Ministry of Health)
Republika Daily

SWA Magazine

Marketeers Magazine in collaboration with

MarkPlus Insight
Marketeers Magazine in collaboration with
MarkPlus Insight
Central Java Regional Tax Office 2013
Marketing Magazine in collaboration with Frontier
Consulting Group
Marketing Magazine in collaboration with Frontier
Consulting Group

120

No. Awards/Certification
10. Appreciation for the Sponsorship of Anugerah
Satya Lencana Kebhaktian Social Award 2013
11. 1st UNS SMES Award 2012
Development of Cooperatives and SMEs
Category Best Medicinal Herbs Company
Supporting SMEs Development
12. Appreciation for Innovations in SMEs
Warta Ekonomi 2012
13. Appreciation for CSR Sejahtera Indonesia 2012

14.
15.
16.
17.
18.
19.
20.

21.

22.

23.

24.
25.

26.
27.
28.
29.
30.

Granted by
Indonesian Red Cross Blood Donators
Communication Forum
University of Sebelas Maret Surakarta

Warta Ekonomi

Appreciation for Innovation and Creation of SME

2012
China-ASEAN Business Forum 2012
Corporate Image Award
Category Traditional Herbal Medicine 2012
Excellent Brand Award 2012
Excellent Brand Award 2012
Indonesian Brand Builder Achievement 2012
ICSA 2012
Best in Achieving Total Customer Satisfaction
Kuku Bima TL
Indonesia Best Brand Award 2012
Tolak Angin
Sido Muncul
Indonesia Brand Champion
Category Jamu 2012
Tolak Angin
Indonesia Brand Champion
Category Minor Health Pro 2012
Tolak Angin
Indonesia Brand Champion Award 2012
Category Herbal Company
Indonesia Most Favorable Brand In Social Media
2012
Kuku Bima
Indonesia Original Brand 2012
Tolak Angin
Indonesian Creativity Award 2012
Indonesia Sehat 2012
La Tofi Award 2012
RIs Transmigrationf for Participation
Organization and Supply of Transportation
Mudik Lebaran Bersama 2012

in

121

Metro TV Appreciation for CSR Sejahtera

Indonesia 2012 and Indonesia Tionghoa Joint
Forum (Forum Bersama Indonesia Tionghoa FBIT)
Seputar Indonesia Daily
Warta Ekonomi in collaboration with SRW & Co.
Bloomberg Businessweek in collaboration with
Frontier Consulting Group
TATV
TATV
SWA Magazine in collaboration with Mars
Frontier Consulting Group and Majalah SWA

SWA Magazine in collaboration with Mars

Marketeers Magazine in collaboration with

MarkPlus Insight
Marketeers Magazine in collaboration with
MarkPlus Insight
Marketeers Magazine in collaboration with
MarkPlus Insight
SWA Magazine

SWA Magazine
Sembilan Bersama Media and Free Magazine
Indonesian Inspire!
Ministry of Health RI
Minister of Manpower and Transmigration of the
Republic of Indonesia

No. Awards/Certification
31. Satria Brand Award 2012
Kuku Bima
32. Satria Brand Award 2012
Tolak Angin
33. SCTV Award 2012
Popular Advertisements
34. Sindo UMKM 2012
Appreciation on SMEs Innovation
35. Social Media Award 2012
Herbal Cold Remedies Category
Tolak Angin Sido Muncul
36. Social Media Award 2012
Energy Drink Powder Category
Kuku Bima Energi
37. Social Media Award 2012
Womens Health Drink Category
Kunyit Asam
38. Top Brand Award 2012
Kuku Bima

Granted by
Suara Merdeka Group

39.

Top Brand Award 2012

Tolak Angin Sido Muncul

Marketing Magazine in cooperation with Frontier

Consulting Group

40.

Certificate of Appreciation Indonesia

Opthalmologist Association
The Best Innovation of Economic CSR Program
2011
Economic Challenges Award 2011
The Pride of Indonesia Company in Pharmacy
Industry
(Herbal Medicine Sector)
ICSA 2011
The Best In Achieving Total Customer
Satisfaction
Tolak Angin
Markplus Insight Marketeers Award Brand
Champion 2011
Herbal Category
Sido Muncul
Markplus Insight Marketeers Award Indonesia
Most Favorite Brand Award 2011
Tolak Angin
Marketing Award 2011
The Best in Marketing Campaign
Marketing Award 2011
The Best in Social Marketing

Indonesia Opthalmologist Association

41.
42.

43.

44.

45.

46.
47.

Suara Merdeka Group

SCTV
Seputar Indonesia Daily
Marketing Magazine in cooperation with Frontier
Consulting Group
Marketing Magazine in cooperation with Frontier
Consulting Group
Marketing Magazine in cooperation with Frontier
Consulting Group
Marketing Magazine in cooperation with Frontier
Consulting Group

122

Charta Peduli Indonesia

Metro TV

Frontier Consulting Group and SWA Magazne

Marketeers Magazine in cooperation with MarkPlus

Insight

Marketeers Magazine in cooperation with MarkPlus

Insight
Marketing Magazine
Majalah Marketing

No. Awards/Certification
48. Appreciation for Donation of 1 unit of Blood Donor
Vehicle PMI 2011
49. Food Security Award 2011
50. Food Security Award
2011 Processing and Marketing of Agricultural
Products Sector
51. Platinum Indonesia 2011
Category: Best Quality Product of the Year 2011
52. Polda Metro Jaya
Awards for Penyelengaraan Mudik Bersama
Lebaran 2011
53. Appreciation from Indonesian Association of
Direct Sellers - 2009
54. Award Pioneer of Community Economic 2009
55. SWA Award Firts Winner In Liquid Medicine
Countering The Catching Cold 2009
Category: Cold Remedies


123

Granted by
Indonesian Red Cross
Minister of Agriculture
Directorate General of Processing and Marketing of
Agricultural Product Ministry of Defense
Polda Metro Jaya

Indonesian Association of Direct Sellers

SWA Magazine

X.

OVERVIEW OF HERBAL MEDICINE INDUSTRY IN INDONESIA

Information presented in this section and other sections of this Prospectus that are related to the herbal medicine
industry in Indonesia are compiled from variouse sources of information available to public. The Company
provides no guarantee over the accuracy of such information, which may be inconsistent with other information
compiled from sources in or outside Indonesia. These informations are not independently verified by the
Company and other related supporting professionals and therefore should not be relied on as the only source of
information.
1.

CLASSIFICATION OF HERBAL MEDICINE

Jamu and Herbal Medicine are Indonesias original and well-known concoction for hundreds of years. Although
the exact beginning of tradition to prepare and drink jamu cannot be determined, it is believed that the tradition
has taken place for hundreds or even thousands of years. The tradition to prepare and drink jamu has become
a culture since the period of the Hindu-Java empires, which was proven by the Madhawapura Inscription from the
Majapahit era which mentioned the profession of jamu brewer called Acaraki.
Traditional medicines are ingredients or mixtures of ingredients consisting of plants, animals, minerals, galenical
preparation, or combinations of the above, that is passed down from generation to generation to be used for
medicinal purposes and can be applied in accordance to the existing norms in society.
Jamu is one of Indonesias original traditional medicines that have been developed through research to achieve
better standards. Global market requires scientific research regarding the efficacy of traditional medicines.
If stakeholders are aware of the huge potential in the global market, additional production of traditional medicines
categorized as standardized herbal medicine or even phytomedicines can be achieved.
Currently, the knowledge of herbal medicine has grown and developed as a result of the developments in the
science of Indonesias original medicine that are passed down from generation to generation. However, since it is
not considered as part of the main stream modern medical science (western medication), jamu has been
marginalized and included as part of areas known as traditional medicine.
Based on the level of clinical test, herbal medicines in Indonesia are categorized into three types, each of which
is represented with three different logos, i.e., jamu (empirical-based herbal medicine), scientific-based herbal
medicine and phytomedicines (clinical-based herbal medicine). The difference lies on the phases of testing. The
efficacy of jamu is generally limited to empirical efficacy. Whereas the efficacy of scientific-based herbal medicine
has been tested pre-clinically and fitofarmaka has been clinically tested. In realty, only a few of Indonesian herbal
medicines are categorized as fitofarmaka. However, since the development of history and most operating
industries are jamu company, herbal medicine in Indonesia is widely-known as jamu. Based on the Decision of
Head of National Agency of Drugs and Food Controls of the Republic of Indonesia No. HK.00.05.4.2411 dated
17 May 2007 regarding Conventions on Classification and Labeling of Indonesias Natural Medicine, the National
Agency of Drugs and Food Controls (NA-DFC) has divided the Traditional Medicine into three categories as
follows:
1. Herbal Medicines (Jamu)
Represents traditional medicine with the lowest grade since jamu are products of medicinal plants which
efficacies are not yet scientifically proven and have not been tested pre-clinically and clinically.
2. Scientific-based Herbal Medicine
Represents traditional medicine with higher grade compared to jamu, as it has been tested preclinically, i.e., the simplicia test result has scientifically proven that it contains certain active ingredients
that are beneficial for health. Simplicia refers to certain part of medicinal plants which has active
ingredients. For example, the efficacy of Java Turmerics rhizome to cure hepatitis has been
scientifically proven.

124

3. Phytomedicines
Represents medicine preparation with proven safety and efficacy, its raw materials consist of simplicia
or galenical preparations that have met the prevailing standards (Department of Health, 1992, currently
known as Ministry of Health). Phytomedicines is the highest category, or the highest level since in
addition to pre-clinically tested (its simplicia has been scientifically proven as beneficial), it is also
clinically proven. Meaning the medicine has been tested to human and its efficacy is scientifically
proven.
The processing of traditional medicine categorized as phytomedicines requires strict standardization on the
aspects of plants components, chemical-physical isolation and efficacy. The standardization requirements are
not significantly different compared to those required for synthetic medicine which requires safety and efficacy
evidence through various clinical and scientific testings.
The growing trend to go back to nature, both in Indonesia and various countries around the world has
encouraged rapid growth in the herbal medicine industry. Consumers tendency to search for products with
natural ingredients with minimum side-effect compared to pharmaceutical products/chemical based medicines
adds to the factors that contribute the growth of herbal medicine industry. The efficacy of herbal medicine which
has been empirically proven for centuries holds the potential to be develepod into standardized herbal medicine
or phytomedicines. This condition gives rise to the increasing domestic and international demand for jamu
products and simultaneously encourages the growth of herbal medicine industry in Indonesia, in terms of type
and variety of the products as well as production technology used. The rapid growth of herbal medicine industry
has created tight competition among herbal products for certain health problems, such as cold, fatique, wellness
and others.
1. Development of Traditional Medicine Industry in Indonesia
In this study, the term herbal medicine or commonly known as jamu in Indonesia refers to all herbal
ingredients used for traditional medication, including those in the form of dry simplicia, powder or solid and liquid
extracts in accordance with processing technologies used by the industry.
Formally, jamu is included in the scope of traditional medicine. The Regulation of Ministry of Health of the
Republic of Indonesia No. 246/Menkes/Per/V/1990 defines traditional medicine as ingredients or mix of
ingredients consisting of plants, animal, mineral, galenical preparactions (extract result or mix of ingredients from
plants or animals), or mixtures of the above ingredients, that are traditionally used for medication based on
experience.
In the meantime, Indonesias Commodities Classification issued by Statistics Indonesia classifies jamu under
heading no. KKI 5 digit 24234 consisting of 23 KKI, please refer to the following table:
Indonesias Jamu Commmodities Classifcation Table
No.

KKI No.

No.

Product Description

1.
24234.01010
Coarse-chopped jamu
2.
24234.01020
Powder jamu
3.
24234.01030
Pill jamu
4.
24234.01040
Tablet jamu
5.
24234.01050
Tablet jamu
6.
24234.01060
Caplet jamu
7.
24234.01070
Capsul jamu
8.
24234.01080
Boli jamu
9.
24234.01090
Granule jamu
10. 24234.01100
Lunkhead jamu
11. 24234.01110
Extract jamu
12. 24234.01120
Strip jamu
Source: Capricorn Indonesia Consult, September 2013

13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.

125

KKI No.

Product Description

24234.01130
24234.01140
24234.01150
24234.01160
24234.01170
24234.01180
24234.01190
24234.01200
24234.01210
24234.01220
24234.01990

Teabag jamu
Extract jamu
Liquid jamu
Liquid jamu
Liquid jamu
Salve jamu
Parem jamu
Pill jamu
Compressed Strip Jamu
Patches jamu
Other herbal/traditional medicine

A. Domestic Supplies
1.1.1. Producers and Capacities
Herbal medicine industry is one of important national assets; in addition to the economical benefit,
jamu has also become a trademark of Indonesian culture. Tax and export devisa from various jamu
business, from small-scale industry or home industry to large-scale industry, have contributed to the
national income. In addition, the jamu industry does not burden the government with imports of raw
materials as the ingredients used are produced domestically. Indonesias rich biodiversity is a
competitive advantage for the national jamu industry.
In terms of the history of its development, jamu or traditional medicine business in Indonesia started
from small-scale business (home industry) in order to meet small-scale medicinal demands (needs).
Herbal medicine business in Indonesia started in 1825 by Mrs. Item and Ny. Ambarawa twins in
Central Java. Furthermore herbs thrive in an era of the 1900s with the advent of herbal medicine
companies.
Jamu Jagos step was directly followed by Jamu Jawa Asli Cap Potret Nyonya Meneer Company,
which was established in 1919 in Semarang. Followed by Jamu Sidomuncul which was established in
1935 in Semarang, that is currently positioning itself as a herbal medicine company supported with
the latest technology in its production process. Later on Jamu Air Mancur was established in 1963 in
Wono Giri, and today numerous amount of jamu companies are established in Indonesia, for
example, Jamu Leo, Jamu Simona, Jamu Borobudur, Jamu Dami, Jamu Pusaka Ambon, Jamu
Tenaga Tani Farma that was established in Nangroe Aceh Darussalam and many others.
Considering the development, the current Jamu industry in Indonesia are classified into following
three categories based on the type of products and production scale, i..e, IOT (Industri Obat
Tradisional, Traditional Medicine Industry), UKOT (Usaha Kecil Obat Traditional, Small Industry
Traditional Medicine) and UMOT (Usaha Mikro Obat Traditional, Micro Industry Traditional Medicine).
IOT is the industry that manufactures all types of traditional medicine preparations, UKOT is the
industry that manufactures all types of traditional medicine preparation, except for tablet and
effervescent and UMOT is the industry that only manufactures traditional medicine in the form of
ointments, compressed strips, pills, external liquid medicine and fine-chopped powder.
However, according to the BPOM (Badan Pengawasan Obat dan Makanan, National Agency of Food
and Drugs Control) and GPJI (Gabungan Pengusaha Jamu Indonesia, Indonesian Jamu
Enterpreneurs Association) only IOT and UKOT are registered. According to CICs research from
both sources referred to above, Indonesias Jamu industry in general, viewed from the number of
players, particularly UKOT, continuously experienced its ups and downs. The fluctuation of demands
and the small scale of UKOT have lead to bankruptcy of several UKOT during the decline of market
condition; or closed due to sanction for violation for using chemicals. As a result, the number of UKOT
which reached 1,143 companies in 2008 dropped to 1,100 companies in 2009 and continued to drop
to 1,036 companies in 2010. In 2011, the number of UKOT companies started to increase to 1,038
companies and continued to increase to 1,208 companies in 2012.
Meanwhile, the number of IOT during the past few years showed an increasing trend. The growth in
Indonesias population followed by the increase in income per capita and the growing awareness on
health have contributed to the growth of IOT. The rising prices of pharmaceutical meidicine and the
societys tendency to go back to natural medications have also encouraged the growth of IOT.
In addtion, several large traditional medicine companies (IOT) have also managed to capture export
market in several countries, which also contributed to the growth of IOT.

126

The number of IOT companies in 2008 which reached 127 companies has increased to
132 companies in 2012. The growing number of IOT companies in Indonesia is also followed by the
development in production capacities and capability, in line with the advancement of production
technology used. As a result of the technological progress implemented by IOT companies, the type
of products produced by IOT companies have also developed, from jamu, scientific based herbal
medicine to phytomedicines. In additon to the technological aspects, several IOT companies have
also managed to implement CPOT/CPOB production process, i.e., production process equivalents to
the pharmaceutical industry. The rapid improvement in IOT companies production processes have
enabled Indonesian jamu products to enter export markets in various countries. The complete
development of the number of jamu companies in Indonesia is presented in the following table:
Table of Development of Total Traditional Medicine (Jamu) Industry and Small Industry in
Indonesia (2008-2012)
Year
IOT
2008
127
2009
129
2010
130
2011
131
2012
132
Annual average
trend

Trend (%)
1.6%
0.8%
0.8%
0.8%

UKOT
1,143
1,100
1,036
1,038
1,226

Trend (%)
-3.8%
-5.8%
0.2%
18.1%

1.0%

IOT+UKOT
1,270
1,229
1,166
1,169
1,358

Trend (%)
-3.2%
-5.1%
0.3%
16.2%
2.0%

2.2%

Note: IOT (Industri Obat Tradisional, Traditional Medicine Industry, UKOT (Usaha Kecil Obat Tradisional, Small Industry
Traditional Medicine)
Source: Capricorn Indonesia Consult, September 2013

The growing jamu industry in Indonesia and the numerous jamu companies (IOT and UKOT) are
spread across the 25 provinces in Indonesia. From those provinces, in 2012 the provinces in Java
were recorded as the largest industry center. From the total 1,358 jamu companies, 1,070 of which, or
approximately 78% are located in Java, i.e., Banten (55 companies), West Java (183 companies),
DKI Jakarta (222), Central Java (275), DI Yogyakarta (38) and Eastern Java (297).
Aside from the Java island, provinces with a considerable amount of jamu companies are Northern
Sumatera with 75 companies, Southern Sulawesi (39) and Southern Kalimantan (33). The complete
data is presented in the following table:
Table of Distribution of Traditional Medicine and BPOM Registered Product Companies (2012)
No
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.

Province
Aceh Darussalam
North Sumatera
West Sumatera
Jambi
Riau
Bangka Belitung
South Sumatera
Lampung
Banten
West Java
DKI Jakarta
Central Java
DI Yogyakarta

No
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.

Company
24
75
8
15
9
1
9
4
55
183
222
275
38

Province
East Java
Bali
West Kalimantan
South Kalimantan
Central Kalimantan
East Kalimantan
West Nusa Tenggara
East Nusa Tenggara
South Sulawesi
South-east Sulawesi
North Sulawesi
Maluku
Total

Source: Capricorn Indonesia Consult, September 2013

127

Company

297
10
16
33
1
11
1
4
39
3
8
17

1,358

The development of jamu industry/business in Indonesia was also followed by the growing number of
brands registered in BPOM (Badan Pengawasan Obat dan Makanan, National Agency of Food and
Drugs Control). The variety of medicinal plants in Indonesia coupled with the researches conducted
by jamu enterpreneurs have encouraged the growing number of Indonesias jamu brands registered
in BPOM for the period from 2008 to May 2013, which has reached 6,176 brands.
Viewed from the distribution of the companies, a large portion of the jamu brand registered in BPOM
was issued by jamu companies in Java Island, which accounted for 5,876 brands or 95% of the total
registered jamu brand.
Table of Distribution of Traditional Medicine and BPOM Registered Product Companies
(2008-2013)
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.

Province
Aceh Darussalam
Sumatera Utara
Sumatera Barat
Jambi
Riau
Bangka Belitung
Sumatera Selatan
Lampung
Banten
Jawa Barat
DKI Jakarta
Jawa Tengah

Company
2
41
3
2
2
1
4
1
43
124
114
112

Brand
5
125
5
8
5
1
19
1
404
1,044
785
2,443

1Note:

January-May 2013
Source: Capricorn Indonesia Consult, September 2013

No.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.

Province
DI Yogyakarta
Jawa Timur
Bali
Kalimantan Barat
Kalimantan Selatan
Kalimantan Tengah
Kalimantan Timur
Nusa Tenggara Barat
Nusa Tenggara Timur
Sulawesi Selatan
Sulawesi Utara
Maluku
Total

Company
35
131
4
2
10
1
1
1
1
16
1
4
656

Brand
208
992
27
12
46
1
8
1
1
29
2
4
6,176

B. Market Share of Traditional Medicine and Jamu (Herbal Medicine) Industry

The market for traditional medicine and jamu (herbal medicine) industry in Indonesia still holds a good potential
for development. Since ancient times, our ancestors have been using medicinal plants for medications, passed
down from generations to gengerations. The Indonesian society is familiar with medicinal plants.
Although Herbal Medicine has only penetrated markets at the end user level and is still newly and limitedly
known in the medical professional community, the demand for Herbal Medicine in Indonesia is considerably high
and shows a rising tendency. This is due to the fact that Herbal Medicine remains as the preferred choice for the
lower middle class, particularly for remedy of minor diseases. In addition, Herbal Medicine is relatively cheaper
as a result of the cheap, abundance and easily available raw materials, therefore the prices of herbal medicines
are more affordable to Indonesias lower middle class compared to chemical medicines that are relatively more
expensive since 90% of its raw materials needs to be imported from abroad.
The high demand of Herbal Medicine has encouraged several large jamu companies to increase their production
through continuous research and improvements in production technology. In this condition, Herbal Medicine
production in Indonesia for the past 5 years have experienced a significant increase, i.e., at a compounded
annual growth rate (CAGR) of 34% per annum. Therefore the Herbal Medicine production which merely reached
6.5 tons in 2008 has increased to 21.1 tons in 2012.

128

Table of Development of Jamu (Herbal Medicine) Production in Indonesia (2008-2012)

Year
2008
2009
2010
2011
2012
Compounded annual growth rate (CAGR)

Production (kg)
6,569,742
8,819,878
12,005,618
15,864,224
21,181,912

Growth (%)
34.3%
36.1%
32.1%
33.5%
34.0%

Source: Capricorn Indonesia Consult, September 2013

Based on sources of GPJI (Gabungan Pengusaha Jamu Indonesia, Indonesian Jamu Entrepreneurs
Association), the development of jamu production during the past was followed by the development of its market
size. Jamu market size for the period 2008-2009 increased by an average of 16.2% per annum and had a
compounded annual growth rate of 15.9%. Therefore, jamu market size which amounted to Rp7.2 trillion in 2008
was estimated to have increased to Rp 13 trillion in 2012.
Table of Development of Indonesias Jamu (Herbal Medicine) Market Size (2008-2012)
Year
Market Size (trillion of Rp)
2008
7.2
2009
8.5
2010
9.2
2011
10.2
2012
13.0
Compounded Annual Growth Rate (CAGR)

Growth (%)
18.1%
8.2%
10.9%
27.5%
16.2%

Source: Capricorn Indonesia Consult, September 2013

C. Production Based on Type

There are three types of Jamu produced in Indonesia, i.e., powder, liquid and tablet/caplet. During the period
2008-2009, in general, jamu production showed an increasing trend albeit with differing trends. Liquid jamu,
which contributed 67% of total production in the 2008-2012 period showed a positive growth in production, by an
average of 34% per annum. Therefore, the production of liquid jamu which amounted to 4,408.3 tons or equalled
to 293.9 billion of 15ml size sachets in 2008, increased to 14,213 tons or equalled to 947.7 billion sachets.
Powder Jamu, which contributed an average of 30.7% to total production in the 2008-2012 period also showed
an increasing trend by an average of 33.3% per annum. However, the production growth rate of powder jamu
showed a decreasing trend whereas production trend in 2009 increased by 35.4%, and then declined to 35.1% in
2010 and continued to decline until reaching a mere increase of 29.7% in 2012. The decreasing tendency of
powder jamu production growth rate was due to the markets tendency towards practical types of jamu, either in
liquid or tablet/caplet forms. In addition to practicality, the preference towards these types of jamu was also
supported by the technological development in jamu production process that are becoming more modern.

129

Tablet/caplet jamu for the period 2008 contributed an average of 2.2% to the total production. Although its
contribution was relatively small towards the national jamu production, tablet/caplet jamu appeared to have a
rapid growth tendency. During the period 2008-2009 production of tablet/caplet jamu increased by an average of
46.8% per annum, therefore, caplet jamu production which, in 2008 amounted to 140.6 tons or equalled to
54.1 million sachets of 4 caplets @ 650 mg have increased to 598.9 tons or equalled to 230.4 million sachets in
in 2012. Similar to liquid jamu, the growing trend of tablet/caplet jamu was also a result of the increase in
demand for practical jamu and supported by the technological development in jamu production which is steadily
growing similar to that of medicine (phytomedicines).
Table of Development of Indonesias Jamu Production by Type
Production (kg)
Year
Liquid
Powder
Tablet / Caplet
Total
2008
4,408,297
2,020,780
140,665
6,569,742
2009
5,918,138
2,736,540
165,200
8,819,878
2010
8,055,770
3,698,225
251,624
12,005,618
2011
10,644,894
4,913,064
306,265
15,864,224
2012
14,213,063
6,369,862
598,987
21,181,912
Compounded Annual Growth Rate (CAGR)

Growth (%)
34.3%
36.1%
32.1%
33.5%
34.0%

Source: Capricorn Indonesia Consult, September 2013


D. Import
Product classification in international trade is based on the harmonized system (HS), however, up to now jamu
traditional medicine products has no individual HS number. The import and export of jamu are spread among
several HS, among others HS.2106.90.91.00 (Fortificant premixes), HS.2106.90.92.00 (Ginseng-based
preparations), HS.2106.90.94.00 (Other food preparations for infant use), HS.2106.89.99.00 (Other medical
foods), and HS.3003.90.00.00 (Others).
The HS numbers referred to above do not specifically specify the type of products included in their category
considering these HS numbers are a pool of pharmaceutical products that do not qualify for the higher level of
HS. Therefore, there is a possibility that products other than jamu are included in those HS numbers. In light of
the foregoing, not all of the import figures in the HS numbers referred to above will be used. The import value of
jamu is determined by selecting countries that have been exporting jamu to Indonesia.
By considering the various types of herbal medicine in the market and further examination of import documents
from each HS, there will be substraction and addition of data as a result of transfer of figures from one type to
another. Therefore, the import value of jamu in this study has been revised from the data published by BPS (Biro
Pusat Statistik, Statistics Indonesia). The same applies for the determination of herbal medicine export value.
Import Development
Although historically jamu is an original product of Indonesia and has been produced for hundreds of years, in its
development jamu has gain trust from foreigners as indicated by the existence of imports from several countries.
This condition is inseparable from the globalization of world trade and the high demand for traditional medicine.
The growth in Indonesias traditional medicine import during the past few years showed an increasing trend, from
405.6 tons with a total value of US$ 2.6 million in 2008 to an estimate of 710.3 tons with a total value of US$ 3.9
million, indicating an average compounded annual growth rate (CAGR) of 11.1% for the period of 2008-2012.

130

Table of Indonesias Jamu Import Growth, 2008-2012

Year
Volume (kg)
2008
405,596
2009
452.169
2010
511.851
2011
614.297
2012
710.312
Compounded Annual Growth Rate
(CAGR)

Growth (%)
11.5%
13.2%
20.0%
15.6%

Value (US$)
2,573,895
2.746.817
2.996.171
3.487.835
3.924.861

Growth (%)
6.7%
9.1%
16.4%
12.5%

15.1%

11.1%

Source: Capricorn Indonesia Consult, September 2013

Import Based on Country of Origin

As a producer of well known traditional medicine in the world, China was recorded as the largest importer of
traditional medicine to Indonesia in 2011. Import of traditional medicine from China that is known as Traditional
Chinese Medicine (TCM) to Indonesia in 2011 reached a total value of US$ 1.7 million or equalled to 50.5% of
the total imported traditional medicine. Following China, the largest imported traditional medicine originated from
Singapore, US$ 700 thousand, United States of America, US$ 326 thousands and others.
Table of Indonesias Imported Herbal Medicine by Country of Origin (2011)
Country of Origin
China
Singapore
Malaysia
United States of America
Taiwan
India
Hong Kong
Other countries
Total

Volume (kg)
371,650
66,037
59,894
44,229
6,068
805
7,351
58,263
614,297

Market Shares (%)

60.5%
10.8%
9.8%
7.2%
1.0%
0.1%
1.2%
9.5%
100.0%

Value (US$)
1,762,054
701,055
184,855
326,113
37,676
41,854
19,532
414,697
3,487,835

Market Shares (%)

50.5%
20.1%
5.3%
9.4%
1.1%
1.2%
0.6%
11.9%
100.0%

Source: Capricorn Indonesia Consult, September 2013

E. Export
Export Development
In addition to importing, Indonesia has also exported Herbal Medicine in the past few years. The development of
jamu industri especially in terms of improving technology and quality have enabled Indonesias jamu products to
enter export markets in several countries. The development of jamu export during the period of 2008-2012
generally increased, both in terms of volume and value, by 10.2% per annum and at a CAGR of 10.2% volume
wise and by 9% per annum and at a CAGR of 9.1% per annum value wise. Therefore, the export of jamu which
amounted to 726.4 tons with total value of US$ 2.7 million in 2008 has increased to 1,072.6 tons with total value
of US$ 3.8 million in 2012.

131

Table of Growth of Indonesias Jamu Export (2008-2011)

Year
Volume (kg)
2008
728.439
2009
785.636
2010
862.236
2011
973.949
2012
1.073.584
Compounded annual growth rate
(CAGR)

Growth (%)

Value (US$)
2.662.376
2.885.368
3.154.453
3.456.014
3.767.919

7.9%
9.8%
13.0%
10.2%

Growth (%)
8.4%
9.3%
9.6%
9.0%

10.2%

9.1%

Source: Capricorn Indonesia Consult, September 2013

Export by Country of Destination

In 2011, Indonesia has exported jamu to various country, particularly Asian countries such as Singapore, Brunei
Darussalam, Malaysia, Hong Kong and others. In 2011 the largest export of jamu was destined for Singapore,
which reached US$ 1.1 million or 32.2%, followed by Brunei Darussalam by US$ 646 million (16.7%), Hong Kong
US$ 514 thousand (14.9%) and Malaysia US$ 459.2 thousand (13.3%). There are several country of destination
for jamu export, including China.
Table of Indonesias Herbal Medicine Export by Country of Destination 2011
Country of Origin
Singapore

Volume (kg)

Brunei Darussalam

283,879

Market Shares (%)

29.1%

Value (US$)

1,111,121

Market Shares (%)

32.2%

49,582

5.1%

646,025

18.7%

Hong Kong

204,559

21.0%

514,022

14.9%

Malaysia

210,570

21.6%

459,329

13.3%

Korea, Republic of

182,366

18.7%

418,173

12.1%

27,235

2.8%

200,771

5.8%

1,597

0.2%

14,589

0.4%

0.1%
1.3%
100.0%

4,442
87,542
3,456,014

0.1%
2.5%
100.0%

East Timor
Vietnam

China
1,180
12,981
Others
Total
973,949
Source: Capricorn Indonesia Consult, September 2013

F. Supply and Consumption

Under the assumptions that the level of stock per year remains constant and that jamu is consumables in nature,
it is assumed that the supply of jamu is equal to its consumption. In this study, the supply/consumption of jamu is
derived from total production plus import less export. Based on this approach, Indonesias jamu consumption
during the period of 2008-2012 continued to significanly increase at an annual rate of 35.1% and a CAGR of
35.1%. Jamu consumption in 2008, which amounted to 6,249 tons increased to 8,466.4 tons in 2009 and
continued to increase until reaching 15,504.6 tons in 2011 and 20,818.6 tons in 2012.

132

Supply and Consumption Growth

Table of Growth of Supply/Consumption of Indonesias Jamu, 2008-2012
Year

Production (kg)

Import (kg)

Export (kg)

Consumption (kg)

Trend (%)

2008

6.569.742

405.596

728.439

6.246.899

2009

8.819.878

452.169

785.636

8.486.411

35.8%

2010

12.005.618

511.851

862.236

11.655.233

37.3%

2011

15.864.224

614.297

973.949

15.504.572

33.0%

2012

21.181.912

710.312

1.073.584

20.818.639

34.3%

Average trend per annum

Source: Capricorn Indonesia Consult, September 2013

35.1%


Supply and Consumption by Type
Based on examination of export and import documents and interview with several players in the industry, the
total liquid jamu consumption in 2008 was 4,153 tons or equalled to 66.5% of total jamu consumption. While the
total powder jamu consumption was 1,966.2 tons (31.5%) and tablet/caplet jamu was 124.9 tons (2%). The jamu
consumption continued to show an increasing trend that in 2012 the consumption of liquid jamu achieved
13,888.6 tons (66.7%), powder jamu 6,298 tons (30.3%) dan tablet/caplet jamu was 632 tons (3.0%)
The consumption data indicated that the consumption of liquid and tablet jamu showed an increasing growth rate
whereas the growth rate of powder jamu showed a decreasing trend. This is due to the development in jamu
production technology in Indonesia that continued to improve towards practical medicine, which can be
consumed in a way that is in line with the consumers demand. Lately, jamu consumers tend to prefer practial
consumption method which does not require brewing, and prefer direct consumption in the form of liquid or
tablet/caplet.
Table of Growth of Jamu Supply/Consumption Based on Type, 2008-2012
Year
Liquid (kg)
2008
4,153,752
2009
5,650,233
2010
7,768,761
2011
10,336,958
2012
13,888,553
Average annual trend

Powder (kg)
1,968,216
2,680,585
3,637,594
4,846,384
6,298,019

Tablet (kg)
124,931
155,593
248,879
321,229
632,067

Total (kg)
6,246,899
8,486,411
11,655,233
15,504,572
20,818,639

Trend (%)
35.8%
37.3%
33.0%
34.3%
35.1%

Source: Capricorn Indonesia Consult, September 2013

Below are the description of market positioning of several jamu (Herbal Medicine) products in Indonesia:
G. Herbal Cold Remedies
Herbal cold remedies industry and market demand for the past few years continued to increase. The growing
number or companies producing similar Herbal Medicine have tighten the market competition of herbal cold
remedies.
From 2008 to 2012, herbal cold remedies production indicated an average increase of 34% per annum and a
CAGR of 34%. Herbal cold remedies production which amounted to 3,941.8 tons in 2008 increased to 12,709.1
tons in 2012.

133

The following table presents the market share of cold remedies in Indonesia:
Market Share of Herbal Cold Remedies in Indonesia (2012)


No.
1.
2.
3.
4.
5.

Company Name
PT Industri Jamu dan Farmasi Sido Muncul Tbk

Product Brand
Tolak Angin

Market Share (%)

75,10%

PT 1
Brand 1
5,00%
PT 2
Brand 2
2,00%
PT 3
Brand 3
1,02%
Others (below 1%)
16,88%
Total
100,0%
Source: Capricorn Indonesia Consult, September 2013 (the market survey focused on market share in traditional and modern
markets in Greater Jakarta area)

H. Herbal Medicine Supplements in the form of Energy Drinks 

The development in the market share of energy drinks were followed by the entrance of new producers from
traditional medicine industry, pharmaceutical industry and even food and beverages industry, which created a
tight competition. The entrance of those industries are inseparable from the market size of energy drinks that is
fairly large and continue to grow. It encouraged producers to continue improving their competitiveness by various
means such as product innovations, increasing promotions, distributions, prices and others.
Along with industry and market demand development, the production of energy drinks in Indonesia continued to
increase in the past few years. During the period from 2008 to 2012, energy drinks production in Indonesia
showed an average increase of 23.9% per annum and a CAGR of 23.9%. Energy drinks production in 2008,
which amounted to 425.8 million litres increased to 528.9 litres in 2009. The energy drinks production reached
1 billion litres in 2012.
The following table presents the market share of Energy Drinks in Indonesia:
Market Share of Energy Drinks in Indonesia (2012)


No.
1.

Company Name

Product Name

PT Industri Jamu dan Farmasi Sido Muncul Tbk

Kuku Bima Ener-G!

Market Share (%)

60,02%

2.
3.
4.
5.
6.

PT 1
Energy Drink 1
12,01%
PT 2
Energy Drink 2
8,01%
PT 3
Energy Drink 3
4,01%
PT 4
Energy Drink 4
2,32%
13,63%
Others (below 1%)
Total
100,00%
Source: Capricorn Indonesia Consult, September 2013 (the market survey focused on market share in traditional and modern markets in
Greater Jakarta area)

I.

Health Drinks in the form of Coffee

The development of ready-to-serve coffee industry grew stronger ever since the start of domestic production of
instant coffee. Instant coffee emerged in domestic market along with the establishment of PT Sari Incofood
Corporation (1984) and followed by PT Nestle Indonesia (1993). The development of instant coffee industry was
also followed by the ground coffee industry, albeit in the form of instant coffee mix.

134

The increase in domestic coffee consumption has directly boosted its production to continue increasing. The
production of instant coffee mix from 2008 to 2012 increased by an average of 6.9% per annum and a CAGR of
6.9%. With such growth rate, the production of instant coffee, which amounted to 38.3 thousand tons in 2008
increased to 50 thousand tons in 2012.
The following table presents the market share of health drink in the form of coffee and milk in Indonesia:
Market Share of Coffee and Milk in Indonesia (2012)


No.
1.
2.
3.
4.
5.

Company Name

Product Name

PT 1
PT 2
PT 3
PT 4
PT 5

Cofee 1
Cofee 2
Cofee 3
Cofee 4
Cofee 5

Market Share (%)

42,3%
17,9%
10,5%
7,4%
6,9%

PT Industri Jamu dan Farmasi Sido Muncul Tbk

Kopi Jahe
6,7%
PT 6
Cofee 6
4,1%
Others (below 1%)
4,8%
Total
100,0%
Source: Capricorn Indonesia Consult, September 2013 (the market survey focused on market share in traditional and modern markets in
Greater Jakarta area)
6.
7.
8.

J. Herbal Candy
Health candy refers to a type of flavoured candy with health benefits that is generally mixed with herbal traditional
medicine ingredients. Therefore, health candy is often referred to as herbal candy.
The tight competition in domestic candy market has not deterred PT Industri Jamu dan Farmasi Sido Muncul Tbk
from participating. Armed with its experience in traditional medicine, PT Industri Jamu dan Farmasi Sido Muncul
Tbk started to produce candy in the beginning of 2004, simultaneously with the operation of Food, Beverages
and Candy division.
The increase in demand automatically encouraged the increase in production from 12,415.5 tons in 2008 to
17,476.3 tons in 2012, which means from 2008 to 2012 herbal candy production increased in an average of 8.9%
per annum and at a CAGR of 8.9%.
The following table presents the market share of Herbal Candy in Indonesia:
Market Share of Herbal Candy in Indonesia (2012)

Market
Share (%)
1.
PT 1
Herbal Candy 1
32,5%
2.
PT 2
Herbal Candy 2
24,1%
3.
PT 3
Herbal Candy 3
13,5%
4.
PT 4
Herbal Candy 4
8,1%
5.
PT Industri Jamu dan Farmasi Sido Muncul Tbk
Permen Tolak Angin
7,9%
6.
PT 5
Herbal Candy l 5
7,2%
8.
Others (below 1%)
6,9%
Total
100,0%
Source: Capricorn Indonesia Consult, September 2013 (the market survey focused on market share in traditional and modern
markets in Greater Jakarta area)
No.

Company Name

Product Name

135

K. Health Refreshment Drinks

The growing societys awareness to maintain health condition in combination with the consumption pattern of
ready-to-serve drinks have encouraged the growth in demand for health drinks in Indonesia. One of the popular
health drinks is the health refreshment drinks.
The following table presents the market share of health refreshment drinks in Indonesia:
Market Share of Health Refreshment Drinks in Indonesia (2012)


No.
1.

Company Name

Product Name

PT 1

Health Refreshment Drinks 1

2.
3.
4.
5.
6.
7.

PT Industri Jamu dan Farmasi Sido Muncul Tbk

Alang Sari
PT 2
Health Refreshment Drinks 2
PT 3
Health Refreshment Drinks 3
PT 4
Health Refreshment Drinks 4
PT 5
Health Refreshment Drinks 5
Others (below 1%)
Total
Source: Capricorn Indonesia Consult, September 2013
(the market survey focused on market share in traditional and modern markets in Greater Jakarta area)

3.

Market Share (%)

55,4%
9,1%
5,9%
5,2%
4,9%
4,5%
14,9%
100,0%

GOVERNMENT POLICY

The governments role to support the development of jamu industry is highly expected by the jamu
entrepreneurs. Up to now the jamu industry has been lacking government support, therefore, a lot of jamu
companies, in particular small ones (UKOT), struggle to compete with industry-scale jamu compenies (IOT) and
imported products. In response to the rush of imported jamu products, the government needs to tighten its
monitoring over quality control and licensing of such products in order to protect the domestic industry. Up to
now, ilegal imported jamu that do not meet safety requirements due to its harmful contents are widely available.
3.1. Investment Policy
On 25 May 2010, the Government of Indonesia issued a regulation regarding investment that are set forth in
Presidential Decree No. 38 year 2010, to amend the Presidential Decree No. 76 year 2007, that was widely
known for its DNI (Daftar Negatif Investasi, Negative Investment List). DNI consisted of regulation which
determined sectors that are closed for foreign or domestic private investments, either in whole or in parts. Jamu
industry is included in healthcare investment, namely Traditional Medicine Processing Business (KLBI-21022)
and Traditional Medicine Industry (KLBI-21022), which are still open for investment provided that the investment
is 100% domestic. Therefore, business in jamu industry is open solely for domestic entrepreneurs/capital and is
closed for foreign entrepreneurs/capital.
3.2. Industry Regulation
As one of the vital industries, particulary those related to human consumption and the healing of diseases or
wellness, the jamu (traditional medicine) industry is heavily regulated by the governtment in order to avoid
casualties due to lack of monitoring over the industry. Regulation on jamu industry applies for aspects beginning
with the industry business license requirements, CPOTB (Cara Pembuatan Obat Tradisional yang Baik, Good
Manufacturing Practices for Traditional Medicine), product standards up to the distribution and consumers
protection. The summary of regulations surrounding jamu industri in general is presented in the following table.

136

Table of Regulations on Indonesias Jamu Industry

No.
1.
2.
3.

Regulation No.

Content/Concerning

4.

UU No. 8 Year 1999

UU No. 20 Year 2008
Minister of Health Regulation No.
246/Menkes/Per/V/1990
Minister of Health Regulation No. 56/MENKES/SK/I/2000

Consumer Protection
Small Medium Enterprises
Business License of Traditional Medicine Industry and
Registration of Traditional Medicine
Guidance on Clinical Testing of Traditional Medicine

5.

BPOM Regulation No. HK.00.05.41.1384

Criteria and Procedures for Registration of Traditional Medicine,

Scientific-based Herbal Medicine, Phytomedicines

6.

BPOM Regulation No. HK.00.05.4.1380

7.

BPOM Regulation No. HK.03.1.23.06.11.5629 year 2011

8.
9.

BPOM Regulation No. HK.00.05.1.42.0115

Decree of Minister of Health No. PO.00.04.5.00327

10.

Decree of Minister of Health No. 381/Menkes/SK/III/2007

CPOTB (Cara Pembuatan Obat Tradisional yang Baik, Good

Manufacturing Practices for Traditional Medicine)
Technical Requirements of Good Manufacturing Practices for
Traditional Medicine
Monitoring on Inclusion of Traditional Medicine Raw Materials
Forms and Procedures of Registration Sticker Labelling on
Foreign Traditional Medicine
Kotranas (Kebijakan Obat Tradisional Nasional, National
Traditional Medicine Policy), as the implementing policy for the
development of Indonesias traditional medicine.

Source: Capricorn Indonesia Consult, September 2013

3.3. Technical Standards

In general, the technical standards for production of traditional medicine are governed by Regulation of Chairman
of National Agency of Food and Drugs Control of the Republic of Indonesia No. HK.03.1.23.06.11.5629 year
2011 regarding Technical Requirements of Good Manufacturing Practices for Traditional Medicine. In principal,
the regulation requires traditional medicine industry to produce traditional medicine in such a way in order to
achieve its purpose of use, fulfill the requirements set forth in the circulation permit documents (registration), and
avoid creating risks that are harmful to users due to lack of safety, low quality or ineffectiveness.
Top management is responsible to achieve the goals through a Quality Policy that requires participation and
commitment of all levels in the Companys departments, suppliers and distributors. Achievement of the quality
objectives in a consistent and reliable manner requires a Quality Assurance system that is comprehensively
designed and properly implemented, which included the principles of CPOTB (Cara Pembuatan Obat Tradisional
yang Baik, Good Manufacturing Practices for Traditional Medicine), including Quality Control and Quality Risk
Management.
CPOTB is a part of Quality Assurance, which ensures that traditional medicines are manufactured and controlled
in a consistent manger to achieve the standard quality that meets the purpose of use and the requirements set
forth in the circulation permit and product Specification. CPOTB includes production and quality control. The
basic requirements of CPOTB are as follows:
a. All manufacturing processes of traditional medicine are clearly defined, systematically reviewed in light of
experience and proven to be capable of consistently manufacturing traditional medicine that meet the
required quality and the defined specification;
b. Critical steps of manufacturing processes, control and supporting infrastructure and their significant changes
are validated;

137

c.

d.
e.
f.
g.
h.
i.
j.

All necessary facilities required for CPOTB are provided, including:

Appropriately qualified and trained personnel
Adequate premises and space
Suitable equipment and supporting infrastructure;
Correct materials, containers and labels;
Approved procedures and instructions, and
Adequate storage and transportation.
Procedures and instructions are prepared in written in an instructional form in clear and unambiquous
language;
Operators are properly trained to carry out the procedures correctly;
Records are made, manually and/or by recording instruments, during manufacturing to demonstrate that all
steps required in the defined procedures and instructions are properly implemented and that the quantity
and quality of the products were as expected. Any deviation shall be fully recorded and investigated;
Records of manufacture, including distribution, which enable the complete tracing of batch history, are
retained in a comprehensive and accessible form;
The storage and distribution (wholesaling) of traditional medicine which minimize the risk on the quality of
traditional medicine;
A system is available to recall any batch of traditional medicine from sale and supply; and
Complaints about marketed products are examined, the causes of quality defects are investigated and
appropriate measures are taken with respect to the defective products and to prevent re-occurrence.

3.4. Import Regulation

In trading, particularly import, the customs duty of traditional medicine (jamu) are set forth in Indonesias
Customs Tariff 2012 issued by the Directorate General of Customs and Excise, Ministry of Finance of the
Republic of Indonesia. According to the Customs Tariff book referred to above, imports of herbal medicine have
not been categorized into a single tariff post in the Harmonized System, but are still combined in several HS
numbers. According to CICs examination, import of herbal medicine were included in tariff post under the
following HS numbers: HS. 2106.90.91.00, HS. 2106.90.92.00, HS. 2106.90.94.00, HS. 2106.90.99.00 and HS.
3003.90.00.00. Based on the tariff posts referred to above, the imports of traditional medicine (jamu) are subject
to 5% customs duty and 10% VAT (refer to the following table).
Table of Customs Duty for Import of Herbal Medicine in Indonesia (2012)
Post /
Subpost

Description of Goods

2106.90.91.00 - Stamina enhancer premix

2106.90.92.00 - Ginseng based preparations
2106.90.94.00 - Other food preparation for infant use
2106.90.99.00 - Other medical food
3003.90.00.00 - Others
Source: Capricorn Indonesia Consult, September 2013

Tax (%)

Customs Duty
(%)

Export Duty
(%)

VAT

LGST

5
5
5
5
5

10
10
10
10
10

Challenges of Traditional Medicine Industry

Traditional medicine industry is highly dependent on natural resources and Indonesias natural conditions which
boast vast opportunities to cultivate the raw materials for traditional medicines. The uniqueness of its ecology,
climate and land has traditionally developed centres of sources for medicinal plants throughout Indonesia. The
productions centres are not adequately developed nor specifically mapped, therefore lack of adequate supply of
medicinal plants raw material may occur in the absence of specific attention and development from the
government or traditional medicine industry players. On the other hands, plenty of raw materials for traditional
medicine are originated from outside of Indonesia and need to be specifically imported from the producing

138

countries, which will result in the increase of production cost. These are several of the challenges faced in the
production of traditional medicines.
Traditional medicine industry is highly lacking in observing and utilizing results of scientific researches to support
product and market development. The market development of traditional medicine industry stresses more heavily
on promotional activities compared to scientific evidence to support the validity of efficacy, safety and quality of
traditional medicines. The development is also still hindered by a fundamental issue, i.e., lack of product
standardization, either in terms of ingredients used, preparation technique or product efficacy and safety. In
addition, standardization of herbal medicine is challenging since some of herbal medicine producers consider it
as an art that stresses on intuition instead of accurate measurement of ingredients used. In addition, there are
many violations such as falsification of registration number, incomplete factory identity and incautious mixing of
chemicals in the traditional medicines production process. Regulation of Minister of Health stated that traditional
medicine are prohibited from chemical contents other than those required; uncontrolled use of chemicals will
jeopardize consumers health. While preservatives are still allowed to a certain limit.
On the other hand, the global market highly demands scientific research on the efficacy of traditional medicine
such as jamu. If the stakeholders are aware of the huge potential the global market holds, additional production
of traditional medicine under the category scientific-based herbal medicines or even phytomedicines may be
accomplished. IDI (Ikatan Dokter Indonesia, Indonesian Medical Association) proposed to the government to
create laws on traditional medicine industry that are separated from the pharmaceutical industry, considering the
treatment of traditional medicine industry differs from that of pharmaceutical industry. Currently, the government
has made efforts to protect the traditional medicine industry through the issuance of PermenKes No. 006/2012.
Other challenges include the weakness of cross-sectoral coordination, non-optimal utilization of science and
technology in developing herbal medicine industry as local traditional medicine variant, lack of competent human
resources in traditional medicine and market limitiation that is experienced by nearly all of herbal medicine
industry in Indonesia, therefore jamu fails to compete compared to foreign herbal medicine due to lack of
promotion and information in the global level. For example, ginseng from South Korea is more well-known
worldwide compared to temulawak (java turmeric) although studies proven that Indonesias temulawak are of
better quality and more beneficial.


139

XI.

EQUITY

The table below presents the Companys equity prepared based on the Companys financial statements for the
seven months period ended 31 July 2013 and for the years ended on 31 December 2012, 2011 and 2010.
The Companys financial statements for the seven-months period ended 31 July 2013 and for the years ended
31 December 2012, 2011 and 2010, are entirely presented in this Prospectus, were audited by Public Accountant
Firm Tanubrata, Sutanto, Fahmi & Rekan (a member firm of BDO International Limited), which in its report dated
4 November 2013 expressed an unqualified opinion with explanatory paragraph, Public Accountant Firm
Tanubrata, Sutanto, Fahmi & Rekan (a member firm of BDO International Limited) has previously published the
Independent Auditors Report No. 771/4-S114/ISW-3/07.13 dated 26 September 2013 of the consolidated
financial statements of the Company and its Subsidiaries for the seven months period ended July 31, 2012 and
the years ended December 31, 2012, 2011 and 2010. According to the Company's investment disbursement
plan and its Subsidiaries as disclosed in Notes 10, 46 and 47 to the consolidated financial statements, the
Company republished the consolidated financial statements stated above with accompanying changes and
additional disclosures in the notes to the consolidated financial statements. Public Accountant Firm Tanubrata,
Sutanto, Fahmi & Rekan (a member firm of BDO International Limited) has also published Independent Auditor's
Report No. 792/4-S114/ISW-3/07.13/R dated October 23, 2013 consolidated financial statements of the
Company and its Subsidiaries for the seven months period ended July 31, 2012 and for the years ended
December 31, 2012, 2011 and 2010. In accordance with the planned initial public offering of the Company as
disclosed in Note 47 to the consolidated financial statements, the Company republished the consolidated
financial statements stated above with accompanying changes and additional disclosures in the notes to the
consolidated financial statements.
The reports are published in order to be included in the prospectus in accordance with the initial public offering of
the Company on Indonesia Stock Exchange, as described in Note 46 to the consolidated financial statements
attached, and are not intended and are not allowed to be used for other purposes.

Description
Equity

Authorized capital
Issued and Paid-up Capital
Paid-in Capital
Other Equity Components
Unrealized gain on financial assets available for sale 
Retained Earnings
Equity attributable to the parent entity
Non-Controlling Interest
Total Equity

31 July
2013

2012

(in millions of Rupiah)

31 December
2011
2010

1,350,000
(1,793)
5,784
228,357
1,582,348
2
1,582,350

1,130,000
(1,793)
176,442
1,304,649
2
1,304,651

36,000
50,325
260,082
346,407
2
346,409



36,000
-
59,325
-
440,017
535,342
2
535,344

Based on Deed No. 33 dated 18 September 2013, the Companys capital structure is as follows:
Authorized Capital

Issued and Paid-up Capital :

Rp5,000,000,000,000 (five trillion Rupiah) consisting of 50,000,000,000 (fifty

billion) shares at a nominal value of Rp100 (one hundred Rupiah) per share.
Rp1,350,000,000,000 (one trillion three hundred fifty billion Rupiah) consisting
of 13,500,000,000 (thirteen billion five hundred million) shares at a nominal
value of Rp100 (one hundred Rupiah) per share.

140

Capital Structure Proforma

If the changes in the Companys equity as a result of the Initial Public Offering of 1,500,000,000 (one billion five
hundred million) shares with a nominal value of Rp ( Rupiah) per share at the Offer Price of Rp ( Rupiah)
takes place on 31 July 2013, the Companys proforma capital structure as of that date is as follows:
Capital Structure Proforma as of 31 july 2013
Description
Balance of Equity based on financial
statements as of 31 July 2013
Proforma equity as of 31 July 2013
assuming the following has taken place
on such date:
Initial Public Offering of 1,500,000,000
Ordinary Registered Shares at a
nominal value of Rp100 per share at
the Offer Price of Rp per share, net
of estimated offering cost borne by the
Company.
Equity Balance based on Financial
Statements as of 31 July 2013 post
Initial Public Offering

Issued and Paid-up

Capital
1,350,000

Additional
Paid-in Capital
-

150,000

1,500,000

141

Retained
Earnings
69,116

(in millions of Rupiah)

Non-controlling
Total Equity
Interests
2
1,417,325

XII.

DIVIDEND POLICY

New Shareholders with regard to this Initial Public Offering have equal and similar rights in all respects with the
holders of the Companys existing issued and fully paid-up shares, including the rights to receive dividend
distributions in accordance with the provisions of the Companys Articles of Association and the prevailing laws
and regulations. Distribution of dividends must be approved by the shareholders through a resolution of the
Annual General Meeting on the recommendation of the Companys Management.
Dividends received by foreign shareholders are subject to tax in accordance with the prevailing regulations in
Indonesia. Definition of foreign shareholders and further information on taxation in Indonesia are presented in
Chapter XIII regarding Taxation in this Prospectus.
With due consideration to the Companys financial condition from time to time and without prejudice to the rights
of the Companys General Meeting of Shareholders to decide otherwise in accordance with the Companys
Articles of Association and with due consideration to the prevailing laws and regulations, the Company plans to
distribute cash dividend to all shareholders at least once a year at a minimum amount of 20% (twenty percent) of
the Companys profit for the year, commencing on the 2013 fiscal year. The determination of time, amount and
nature of the dividend distribution will depend on the recommendations from the Companys Directors, however,
there is no guarantee that the Company will be able to distribute dividends whether in the current or future years.
The Companys Directors decision to recommend dividend distribution will be dependent on:
a.
b.
c.
d.
e.
f.

The Companys operational result and cashflow;

The estimated financial performance and working capital requirements of the Company;
The Companys business prospects in the future;
The Companys capital expenditures and other investment plans;
Investment planning and other growth; and
Business and economic condition in general and other factors that are considered relevant by the
Companys Directors and restrictions on dividend distributions in accordance with the relevant agreements.

There is no negative covenant prohibiting the Company to perform dividend distribution to the shareholders.
Dividend policy of the Company to the Shareholders will be decided in the AGM which is held every year.
If the dividend distribution has been decided, the said dividends will be paid in Rupiah to the Shareholders on the
listing date at the full amount of approved dividend and will be subject to withholding tax prevailing in Indonesia.
Dividends received by foreign Shareholders will be subject to withholding tax regulations prevailing in Indonesia,
which currently is at 20%.


142

XIII.

TAXATION

Income tax on share dividends imposed in accordance with the applicable legislation. Pursuant to Article 4
paragraph 3 (f) of the Law of the Republic of Indonesia No. 7 Year 1983 regarding Income Tax as amended by
Law. 36 of 2008 (effective 1 January 2009), recipient of the dividend or distribution of profits earned by the
taxpayer as a limited liability company in the country, cooperatives, state-owned enterprises or owned
companies, from equity investments in entities incorporated and domiciled in Indonesia are also not included as
taxable income throughout the entire income requirements below are fulfilled:
Dividends from retained earnings reserves, and
For limited liability companies, state-owned enterprises and provincial enterprises who receive dividends,
shares in the company paying the dividend at least 25% of the total issued capital.
Based on the Regulation of the Minister of Finance of the Republic of Indonesia No. 234/PMK.03/2009 dated
29 December 2009 on Certain Investment Funds To Provide Income Excluded As taxable income, income
derived by a pension fund whose establishment was approved by Minister of Finance of capital investment,
among others, in the form of a stock dividend on limited liability company listed on the stock exchanges in
Indonesia is not included as an object of Income Tax.
In accordance with Government Regulation no. 14 of 1997 regarding Amendment to Government Regulation
no. 41 Year 1994 on Income Tax on Income from Sale of Shares on the Stock Exchange and the Directorate
General of Tax Circular Letter No. SE-06/PJ.4/1997 dated 20 June 1997 regarding Implementation
of Withholding Income Tax on Income from Sale of Shares on the Stock Exchange, are set as follows:
1. On income derived by individuals and entities from the sale of shares on the Stock Exchange levied income
tax of 0.1% of the gross value of the transaction and shall be final. Payment of income tax payable be
deducted by the organizers of the Stock Exchange through a securities broker at the time of settlement of
the sale of shares;
2. The founding shareholders subject to additional final Income Tax of 0.5% of the value of its shares at the
public offering;
3. Payment of additional income tax made by the Company on behalf of each of the founding shareholders
within a period not later than 1 month after shares are traded on the Stock Exchange. However, when the
founding shareholders do not choose to fulfill tax obligations by paying an additional 0.5% final income tax,
the calculation of income tax on profits made by the sale of shares founder income tax rate generally
applicable in accordance with Article 17 of Law no. 7 of 1983 as amended by Law no. 36 Year 2008 on
Income Tax.
In accordance with Government Regulation no. 19 Year 2009 regarding Income Tax on Dividends Received Or
Retrieved individual taxpayer of the Interior, in the form of dividend income received or accrued by the taxpayer
Domestic Personal income tax is 10% of the gross amount and shall be final.
Dividends paid to the taxpayer of the Interior (including permanent establishments) that do not comply with the
provisions of Article 4 paragraph 3 (f) of the Law of the Republic of Indonesia No. 7 Year 1983 regarding Income
Tax as amended by Law No. 36 of 2008 on the above, the payment of dividends is subject
to withholding income tax article 23 amounting to 15 % of the gross amount as stipulated in Article 23 paragraph
(1) of Law No. 7 Year 1983 regarding Income Tax as amended by Law No. 36 of 2008. Furthermore, in
accordance with Article 23 paragraph (1a) then if the taxpayer has an income that does not have a dividend
Taxpayer Identification Number, the tariff cuts is 100% higher than the rate that was originally intended or as
much as 30% of the gross receipts.

143

The rate imposed on income in the form of dividends received or accrued by individual taxpayers in the country
under the provisions of Article 17 paragraph (2c) Law No. 36 Year 2008 on Income Tax, the rate charged to
income in the form of dividends distributed to individual taxpayers in the country is a maximum of 10% (ten
percent) and are final. The determination of the amount of the rates based on the provisions of Article
17 paragraph (2d) regulated by Government Regulation No.19 of 2009 regarding Income Tax on Dividends
Received or Provided individual taxpayer Interior.
Dividends paid to foreign taxpayer will be charged 20% of the cash paid (in the case of cash dividends) or 20%
of par value (in the case of stock dividends) or a lower rate in the case of dividend payments made to those who
are residents of a State which has signed a Double Taxation Avoidance Agreement (P3B) with Indonesia,
in compliance with the provisions stipulated in the Regulation of the Director General of Taxation
No. PER-61/PJ/2009 on Procedures for Implementation of Double Taxation Avoidance Agreement, as amended
by PER-24/PJ/2010 .
In order for Foreign Taxpayers (WPLN) can apply appropriate rates P3B, according to the Director General of
Taxation Regulation No. PER-61/PJ/2009 on Procedures for Implementation of Double Taxation Avoidance
Agreement, as amended by PER-24/PJ/2010, Foreign Taxpayers are required to attach a certificate of domicile
(SKD) / Certificate of Domicile of Non Resident for Indonesia tax withholding, as follow:
1. Form-DGT 1 or;
2. Form-DGT 2 for banks and WPLN who derives income through a custodian in respect of income from the
transfer of shares or bonds traded or reported in the capital market in Indonesia other than interest and
dividends, and pension funds WPLN shaped the establishment in accordance with the laws and invitation in
the partner country and is subject to tax in the partner country.
3. SKD common form issued by the partner country in terms of the Competent Authority in the partner country
does not deign to sign Form DGT-1 / DGT-2, provided that:
Form SKD is published using English;
Published on or after January 1, 2010;
The form of the original document or a copy of the document that has been certified by the Tax Office
where one cutter / Tax Withholding registered as taxpayers;
at least include information on WPLN name, and
include a signature authorized officer, authorized representative or authorized tax office officials in
partner countries P3B or equivalent mark with signature according to the prevalence in the partner
country P3B and names mentioned officials.
In addition to the requirements of Form-DGT-DGT1 or Form 2 or Form SKD Partner State in accordance with the
then Director General of Taxation Regulation No. PER-62/PJ/2009 on the Prevention of Abuse Double Taxation
Avoidance Agreement, as amended by PER-25/PJ/2010 dated 30 April 2010 the WPLN shall meet the Beneficial
Owner or the actual owner of the economic benefits of income.
Based on the Regulation of the Director General of Taxation Number: PER-43/PJ/2011 About Determination
Subjects and Subjects Domestic Tax Foreign Tax, foreign tax subject is an individual who does not reside in
Indonesia, an individual who was in Indonesia for not more than 183 (one hundred and eighty-three) days within
a period of 12 (twelve) months, and entities that are not established or domiciled in Indonesia:
a. Conducting business or conduct activities through a permanent establishment in Indonesia, or
b. That can receive or earn income from Indonesia not from carrying on business or conduct activities through
a permanent establishment in Indonesia.

144

Meanwhile, the domestic tax subject is:

a. An individual who:
1) reside in Indonesia, or
2) located in Indonesia for more than 183 (one hundred and eighty-three) days within a period of 12
(twelve) months, or
3) in a tax year are in Indonesia and intends to reside in Indonesia.
b. The body established or domiciled in Indonesia, and
c. Undivided inheritance as a single unit replaces the right.
An individual who resides in Indonesia as referred to above is an individual who:
a. have a residence (place of residence) in Indonesia, which is used by an individual as a place for:
1) remain (permanent dwelling place), which is not temporary and not as a haven,
2) perform daily activities or running habit (ordinary course of life),
3) the place running habit (place of habitual abode), or
b. have a domicile (place of domicile) in Indonesia, which is a private person who was born in Indonesia who
are still in Indonesia
An individual who resides in Indonesia as referred to above which then went out of the country is still considered
resident in Indonesia, where its presence overseas move and be in Indonesia for more than 183 (one hundred
and eighty-three) days within a period of 12 (two twelve) months.
Individual Indonesian citizens residing abroad are considered not residing in Indonesia if permanent residence
abroad as evidenced by one of the official identification documents are still valid as a resident abroad, namely:
a.
b.
c.
d.
e.
f.

Green Card,
identity card,
student card,
endorsement overseas address on the passport by the Indonesian Representative Office abroad,
certificate from the Indonesian Embassy or Representative Office of the Republic of Indonesia abroad,
or
formally written in the passport by the Immigration local country.

Subject to foreign tax can practice or business through a permanent establishment in Indonesia in terms of
management has a residence located in Indonesia. Place of management as referred to above is a place of
management who run the activities / operations of daily or regular basis that do not exercise control over the
entire company and not making strategic decisions in nature. In terms of place of management referred above
which exercise control over the entire company or a place to make strategic decisions, subject to foreign taxes
shall be treated as subject to tax in the country.
Tax Liabilities Of The Company
As a taxpayer, the Company had a tax liability for Income Tax (VAT), Value Added Tax (VAT) and the Land and
Building Tax (PBB). The Company has complied with all tax obligations in accordance with the applicable tax
laws and regulations.

145

Tax obligations of the Company for fiscal year 2012 on income tax 21 22 Income Tax, Income Tax 23, PPh 25,
PPh 29, PPh article 4 paragraph (2), and VAT has been met by the Company. The entire tax liability of the
Company for fiscal year 2012, has been paid at the time of submission of tax returns in April 2013 thus the
Company has no further tax liability (nil).
Company transactions with related parties have mandatory notice provisions of article 18 paragraph 4 of Law
No. 7 of 1983 as amended by Law no. 36 Year 2008 on Income Tax and the Director General of Taxation
Regulation No. 43 of 2010, as amended by the Director General of Taxation Regulation No.. 32 of 2011 on the
Application of Principles of Fairness and Business Transactions Between Prevalence Taxpayer Carries With
Related Parties.
PROSPECTIVE BUYERS IN THIS INITIAL PUBLIC OFFERING IS EXPECTED TO CONSULT WITH THEIR
TAX ADVISORS REGARDING THE TAX DUE ARISING FROM THE PURCHASE, OWNERSHIP, OR SALE
OF PURCHASED SHARES THROUGH THIS OFFERING.

146

XIV.
1.

UNDERWRITING
Information on the Joint Lead Underwriters

Based on the terms and conditions stipulated in the Deed of Underwriting Agreement No. 21 dated 9 October
2013, drawn up before Fathiah Helmi, SH., Notary in Jakarta, the Underwriters whose names are identified below
agree to offer in full commitment 1,500,000,000 (one billion five hundred million) Ordinary Registered Shares of
the Company to the Public in this Initial Public Offering based upon their respective underwriting portion and bind
themselves to purchase at Offer Price the Offered Shares that remain unsold at the close of the Offering Period.
The aforementioned Agreement is the complete agreement which replaces any arrangement(s) or agreement(s)
which may have previously existed with regard to the matters stipulated in the Agreement and there is no
subsequent agreement made by the parties, which contents are contradictory with this Agreement.
Furthermore, the Joint Lead Underwriters participating in the underwriting of the Companys shares have agreed
to discharge their respective duties in accordance with Rule No. IX.A.7 Annex to the Decree of the Chairman of
Bapepam and LK No. KEP-45/PM/2000 dated 27 October 2000 regarding Responsibilities of Underwriters with
Respect to the Subscriptions and Allotment of Securities in a Public Offering.
The composition, underwriting portion and percentage of the members of the syndicated Underwriters are as
follows:
No.
1.
2.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

Underwriters
Joint Lead Underwriters
PT Kresna Graha Sekurindo Tbk
PT Mandiri Sekuritas
Underwriters
PT
PT
PT
PT
PT
PT
PT
PT
PT
PT
Total

Number of
Shares

Underwriting Portion
Value (Rp)
Percentage (%)

100.00

Capital Market Law and its implementing regulations define Affiliation as Party (individuals, company, joint
venture, association or organized group) with:
a. Family relationships by either marriage or descents up to the second degree, horizontally and vertically;
b. Relationship between the parties and employees, Directors or Commissioners of such parties;
c. Relationship between two companies having one or more common directors or commissioners;
d. Relatioship between the company and the party which, directly or indirectly, controls or is controlled by
the company;
e. Relationship between two companies under common control, either directly or indirectly; or
f. Relationship between the company and its principal shareholders.
The Joint Lead Underwriters and the Underwriters expressly represent that they are not, whether directly or
indirectly, affiliated or associated with the Company.

147

2.

Determination of the Offer Price in the Primary Market

The Offer Price for the share is determined based on agreement and negotiation between the Companys
shareholders and the Joint Lead Underwriters, with due consideration to the result of the initial offering
(bookbuilding) conducted in 18-29 November 2013.
Based on the result of the initial offering (bookbilding), the highest bid price received by the Joint Lead
Underwriters was between Rp () to Rp () per share. Considering the result of the initial offering and based
on the agreement between the Joint Lead Underwriters and the Company, the Offer Price was set at Rp ()
per share. The price determination also takes into account the following factors:

Market condition at the time of the bookbuilding

The Companys financial performance
Data and information on the Company, in terms of performance, history, business prospect and the
information regarding the herbal industry
The latest status and development of the Companys condition
The above factors and the relation to market value determination and various valuation method of
companies which operates in similar industry as the Company
Shares performance in the secondary market.

There is no guarantee or assurance that subsequent to this Initial Offering, the Companys share price will
remain higher than the Offer Price or whether the trade of the Companys shares at the Stock Exchange where
such shares are listed will continue to develop actively.


148

XV.

CAPITAL MARKET SUPPORTING INSTITUTIONS AND PROFESSIONS WITH

REGARD TO INITIAL PUBLIC OFFERING

The Capital Market Supporting Institutions and Professions participating in this Initial Public Offering are as
follows:
Public Accountant

Tanubrata, Sutanto, Fahmi & Rekan

Prudential Tower 17th Floor
Jl Jend Sudirman Kav 79
Jakarta 12910
Partner Name : Indra Sri Widodo, SE, Ak, CPA
STTD No.: 168/BL/STTD-AP/2011
Date of STTD: 16 December 2011
No. of Appointment Letter: S114/A13/194/02-13 dated 20 February 2013
Framework: PSAK (Pernyataan Standar Akuntasi Keuangan, Statement of
Financial Accounting Standards)

Principal duties

To conduct audit in accordance with the auditing standards determined by the

Indonesian Institute of Accountants. The standards require the public accountant
to plan and perform the audit in order to obtain a reasonable assurance about
whether the financial statements are free from material misstatements and to
take full responsibility for the opinion issued on the audited financial statements.
The principal duties of the Public Accountant include examining, on a test basis,
evidence supportings the amounts and disclosures in the financial statements.

Work Experience in Capital Market in the past 3 years:

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.

Tahun
Penugasan
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2011
2011
2011
2011
2011
2011
2011
2011
2011

Client
PT Adidas Indonesia
PT AGC Indonesia
PT Agriculture Construction
PT Agricon Putra Cipta Optima
PT Bali Telekom
PT Ferrostaal Indonesia
PT Forisa Nusapersada
PT Globe MZM
PT Hilti Nusantara
PT Industri Farmasi dan Jamu Sido Muncul
PT Petrolog Indah
PT Provident Capital Indonesia
PT Saratoga Infrastruktur
PT Seelindo Sejahteratama
PT Solusindo Kreasi Pratama
PT Solusi Menara Indonesia
PT Tower Bersama Infrastruktur Tbk
PT Tower One
PT Adidas Indonesia
PT AGC Indonesia
PT Agriculture Construction
PT Agricon Putra Cipta Optima
PT Bali Telekom
PT Forisa Nusapersada
PT Globe MZM
PT Hilti Nusantara
PT Industri Farmasi dan Jamu Sido Muncul

149

Assignment
Type
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit

Position
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner

No
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.

Tahun
Penugasan
2011
2011
2011
2011
2011
2011
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010

Client
PT Provident Capital Indonesia
PT Saratoga Infrastruktur
PT Solusindo Kreasi Pratama
PT Solusi Menara Indonesia
PT Tower Bersama Infrastruktur Tbk
PT Tower One
PT Adidas Indonesia
PT Agriculture Construction
PT Agricon Putra Cipta Optima
PT Bali Telekom
PT Forisa Nusapersada
PT Globe MZM
PT Hilti Nusantara
PT Provident Capital Indonesia
PT Saratoga Infrastruktur
PT Solusi Menara Indonesia
PT Tower Bersama Infrastruktur Tbk
PT Tower One
PT United Steel Center Indonesia

Legal Consultant

Assignment
Type
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit

Position
Partner
Partner
Partner
Partner
Partner
Partner
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager

Soemarjono, Herman & Rekan

Jl Sultan Agung No. 62 Jakarta 12970
STTD No.: 03/STTD-KH/PM/1992 dated 1 December 1992
HKHPM Membership No.: 92003, under the name of Soemarjono. S. SH.

and

Framework: Capital Market Legal Consultant Professional Standards Annex to

the Decree of Association of Capital Market Legal Consultants
No.
KEP.01/HKHPM/2005
dated
18
February
2005
juncto
No. KEP.04/HKHPM/XI/2012 dated 6 December 2012.
Appointment Letter dated 3 September 2012.
Principal duties

Provide Legal Opinion on the Company in relation to the Initial Public Offering.
The Legal Consultant conduct research and examination (from the legal aspects)
on the existing facts about the Company and other related information as
provided by the Company. The result of research and examination thereof is set
out in the Legal Due Diligence Report which form the basis of the Legal Opinion
rendered in this Prospectus as far as the legal aspects are concerned. Other duty
includes examining the legal aspects of information contained in this Prospectus.
The Legal Consultants duties and functions described herein are in accordance
with the prevailing Professional Standards and Capital Market Law to implement
the transparency principle.

150

WorkExperienceinCapitalMarketinthepast3years:
No.
1.

Client
Legal Consultant Underwriter PT
Danareksa Sekuritas, PT Bahana
Securities and PT Mandiri Sekuritas
PT Adi Sarana Armada Tbk
PT BCA Finance

2.
3.

4.
5.
6.

PT Cipaganti Citra Graha Tbk.

PT Bhuwanatala Indah Permai Tbk
PT Jasa Marga (Persero) Tbk

Appraisal Company

Assignment Type
Shares Issuance PT Garuda Indonesia (Persero) Tbk

Year
2011

Shares Issuance
- Bonds Issuance PT BCA Finance IV Tahap II
- Continous Bonds Phase I Issuance PT BCA Finance
- Continous Bonds Phase II Issuance PT BCA Finance
Shares Issuance
Private Placement IV
Continous Bonds I Phase I Issuance Jasa Marga Year
2013 Seri S

2012
2011

2012

2013
2013
2012
2013

KJPP Benedictus Darmapuspita dan Rekan

Jl Musi 38
Jakarta 10150
Managing Partner Name: Ir Benedictus Supriyanto Darmapuspita, M.Sc., MAPPI
(Cert)
STTD No.: 03/PM/STTD-P/AB/2006
Date of STTD : 27 February 2006
Association Membership: member of FKJPP Association (Asosiasi Forum Kantor
Jasa Penilai Publik, Association Forum of Public Appraisal Company)
Appointment Letter No.: Ref No. BDR 13P-527 dated 9 September 2012

Principal duties

Conduct direct on-site physical examination, research and analysis of data to

determine the market value of the fixed assets owned by the Company. In
conducting its appraisal duties to express an opinion regarding the market value
of the Companys fixed assets, the Appraisal Company constantly refers to
Indonesian Appraisers Code of Ethics and Appraisal Standars and the prevailing
Capital Market Law.

Work Experience in Capital Market in the past 3 years:

No.

1.
2.
3.
4.
5.
6.
7.
8.
9.

Client
PT. MARTINA BERTO
PT. SALIM IVOMAS PRATAMA
PT. BARITO PACIFIC, Tbk
PT. XL AXIATA, Tbk
PT. ADARO ENERGY, Tbk
PT. UNITED TRACTORS, Tbk
PT. ELNUSA, Tbk
PT. SUMALINDO LESTARI JAYA, Tbk
PT. ELNUSA, Tbk

Assignment Type
IPO
IPO
Property Appraisal
Fairness Opinion
Property and Shares Appraisal
Fairness Opinion
Property Appraisal
Property and Shares Appraisal
Property Appraisal

151

Year
2010
2010
2011
2011
2012
2012
2012
2012
2013

Administration Bureau :

PT Sirca Datapro Perdana

Jl Johar No. 18
Menteng- Jakarta Pusat
Securities Administration Bureau Licence No.: Decree of the Ministry of Finance
of the Republic of Indonesia No. 92/KMK.010/1990 dated 29 January 1990.
SAB Association Membership: ABI (Asosiasi Biro Administrasi Efek, Securities
Administration Bureau Association)
Appointment Letter No.: 015/PH/SDP/VI/2013 dated 12 June 2013

Principal Duties

In accordance with the prevailing Professional Standards and Capital Market

Law, the principal duties of the Securities Administration Bureau (SAB) include:
acceptance of shares subscriptions in the form of Shares Subscription List
(SSL) and Shares Subscription Form (SSF) that are supplemented by
documents required in the shares subscription and approved by the Joint Lead
Underwriters as the submitted subscription for share allotment. Perform the
administering of shares subscription in accordance with the available application
in the SAB. Together with the Joint Lead Underwriters, SAB reserves the right to
reject subscriptions that are not in conformity with the subscription requirements,
subject to the prevailing regulations. In addition, SAB shall also prepare report of
allotment, prepare refund list, electronically distribute the shares to KSEI
Collective Depository on behalf of KSEI account holders for subscribers entitled
to allotment and prepare the IPO activities report in accordance with the
prevailing regulations.

Work Experience in Capital Market in the past 3 years:

No. Nama Emiten
1. PT Martina Berto Tbk
Notary

Tahun
2011

KET
IPO

Fathiah Helmi, SH
Graha Irama, 6th Floor, Room 6-C
Jl HR. Rasuna Said Blok X-1 Kav. 1&2 Kuningan
Jakarta Selatan 12950
Appointment Letter No.: 02/Prop/IPO/XII/2011
STTD No.: 02/STTD-N/PM/1996 under the name Fathiah Helmi, SH
Member of Indonesian Notary Association (Ikatan Notaris Indonesia) No.:
011.003.027.260958
Framework: Law No. 30 Year 2004 regarding Notary Office and Indonesian
Notary Association Code of Ethics.

Principal duties

Prepare Notarial Deeds with regard to the Initial Public Offering, among others
Underwriting Agreement and Share Administration Agreement and the
amendments thereof in accordance with Notarial code of ethics and regulation.

The Capital Market Supporting Institution and Professions and the Company are not affiliated parties as defined
in the Law of the Republic of Indonesia No. 8 Year 1995 dated 10 November 1995 regarding Capital Market.

152

Work Experience in Capital Market in the past 3 years:

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
31

Client Name

Year
2010
2010
2010
2010
2010
2010
2010
2010
2011
2011
2001
2011
2011
2011
2011
2011
2011
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012

PT. PD Jabar Banten

PT. Wintermar Offshore MaPUTne Tbk
PT. Borneo Lumbung Energi
PT. Bank Eksekutif International Tbk
PT. Nusantara Infrastructure Tbk
PT. Bank Permata Tbk
PT. Bank Negara Indonesia (Persero) Tbk
PT. Pan Brothers Tbk
PT. Mitrabahtera Segara Sejati Tbk
PT. Tifa Finance
PT. Bank Danamon Indonesia Tbk
PT. Bank Pundi Indonesia Tbk
PT. Cardig Aero Service Tbk
PT. Erajaya Swasembada Tbk
PT. Myoh Technology Tbk
PT. Bank VictoPUTa International Tbk
PT. Kresna Graha SekuPUTndo Tbk
PT. Supra Boga LestaPUT Tbk
PT. Toba Bara Sejahtra
PT. Kobexindo Tractors Tbk
PT. Bank OCBC NISP Tbk
PT. Eatertainment International Tbk
PT. Bank Pembangunan Jawa Timur
PT. TPUTkomsel Oke Tbk
PT. Royal Chemie Indonesia
PT. Global Teleshops Tbk
PT. Express Trasindo Utama
PT. Bank Pundi Indonesia Tbk
PT. Waskita Karya (Persero)
PT. Bank Tabungan Negara (Persero) Tbk
PT. Baramulti Suksessarana

153

Note
IPO
IPO
IPO
RI
RI
RI
RI
RI
IPO
IPO
RI
RI
IPO
IPO
RI
RI
RI
IPO
IPO
IPO
RI
RI
IPO
RI
IPO
IPO
IPO
RI
IPO
RI
IPO

This page is left blank intentionally

154

XVI.

LEGAL OPINION

Presented below is the reproduction of the legal opinion regarding all subject matter related to the Company with
regard to the Initial Public Offering through this Prospectus, which was prepared by Legal Consultant
Soemarjono Herman & Partners.


155

This page is left blank intentionally

156

157

158

159

160

161

162

163
163

164

165
165

166

167

168

169
169

170
170

171

172

173

174

XVII. THE COMPANYS FINANCIAL

AUDITORS REPORT

STATEMENTS

1
175

AND

INDEPENDENT

This page is left blank intentionally

176

177

178

179

180

181

182

These consolidated financial statements were originally issued in the Indonesian language

Exhibit A
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 JULY 2013 AND 31 DECEMBER 2012, 2011, 2010 AND 1 JANUARY 2010
(Expressed in million Rupiah, unless otherwise stated)

31 December
2011

1 January
2010

2010

(As restated, (As restated, (As restated,

31 July
Notes

2013

2012

see Notes

see Notes

see Notes

2a, n, 44)

2a, n, 44)

2a, n, 44)

ASSETS
CURRENT ASSETS
Cash and cash equivalent
Trade receivables

2d, e, f, 4

Third parties
Related parties

26,122

410,731

121,574

277,316

128,767

300,553

260,923

207,725

167,098

99,171

212

5,675

2d, e, g, 5, 37
25

314

Other receivables
Third parties
Related parties
Inventories
Prepaid taxes
Advance payments
Prepaid expenses
Investments
Restricted funds

2e, 6, 37

349

312

77

2e, 6, 25, 37

144,727

665,454

180,564

235

2h, 7

515
-

257,172

235,540

206,276

172,389

2m, 17a

2,502

1,140

2,254

1,580

327

8a

9,273

9,590

12,508

14,793

20,272

8b

1,706

2d, e, 10a, 37
11

614,563
-

Total Current Assets

1,357,281

1,160

12,608

1,584,850

154

5,558

743,798

172,597

639,127

427,324

NON-CURRENT ASSETS
Advance purchase of property, plant
and equipment
Deferred tax assets
Investment in associates company
Investments

8a

34,596

17,277

8,999

22,363

2m, 17d

2,654

5,025

7,082

11,686

101,903

101,754

2t, 9

2d, e, 10b, 37

60

8,910

Property, plant and equipment net of accumulated depreciation

of 31 July 2013, 31 December 2012,
2011 and 2010 are as follows :
Rp 178,414; Rp 153,248; Rp 117,736
and Rp 98,083
Other non-current assets

2i, j, s, 12
2r, 13

Total Non-Current Assets

TOTAL ASSETS

513,730

441,794

306,846

216,563

218

150

179

463

205

551,258

566,149

424,860

251,075

177,148

1,908,539

2,150,999

1,168,658

890,202

604,472

See accompanying Notes to Consolidated Financial Statements on Exhibit E

which are an integral part of the Consolidated Financial Statements taken as a whole

183

168,033

These consolidated financial statements were originally issued in the Indonesian language

Exhibit A/2
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 MARCH 2013 AND 31 DECEMBER 2012, 2011, 2010 AND 1 JANUARY 2010
(Expressed in million Rupiah, unless otherwise stated)

31 December
2011

1 January
2010

2010

(As restated, (As restated, (As restated,

31 July
LIABILITIES AND EQUITY

Notes

2013

2012

see Notes

see Notes

see Notes

2a, n, 44)

2a, n, 44)

2a, n, 44)

CURRENT LIABILITIES
Short-term bank loans

2e, 14, 38

112,339

298,797

139

37, 38

110,740

192,776

124,174

84,324

119,327

25

15,095

31,139

14,320

14,807

Trade payables

2e, 15

Third parties
Related parties

Other payables
Third parties

16, 38

21,537

48,041

235

5,554

209

Related parties

25, 38

18,082

39,441

856

1,203

213

Corporate income tax

32,210

159,819

101,421

112,973

30,025

Other taxes

11,590

78,327

9,396

30,353

3,055

Taxes payable

2m, 17b, 38

Accrued expenses

18, 38

1,846

19,440

55,508

17,876

5,125

Sales advance

20, 38

694

960

35,246

179

527

Loan from shareholders short-term

25c

2e, 14, 19

21

2,000

Current portion of
long-term debt:
-Ban k
- Finance leases payable
Total Current Liabilites

324,133

83
837,684

500

500

53

75

1,753

360,667

267,357

175,041

252,898

235,032

153,817

19,662

40,578

30,708

NON-CURRENT LIABILITIES
Loan from shareholders
Provision for post-employment benefits

22, 26, 38

2k, 32

2,056

8,664

Long-term debt,
net of current portion
-Ban k
- Finance leases payable

19, 38

83

583

70,000

21

243

Total Non-Current Liabilities

TOTAL LIABILITAS

2,056

8,664

272,647

276,436

254,525

326,189

846,348

633,314

543,793

429,566

See accompanying Notes to Consolidated Financial Statements on Exhibit E

which are an integral part of the Consolidated Financial Statements taken as a whole

184

These consolidated financial statements were originally issued in the Indonesian language

Exhibit A/3
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 JULY 2013 AND 31 DECEMBER 2012, 2011, 2010 AND 1 JANUARY 2010
(Expressed in million Rupiah, unless otherwise stated)

31 December
2011

1 January
2010

2010

(As restated, (As restated, (As restated,

31 July
Notes

2013

2012

see Notes

see Notes

see Notes

2a, n, 44)

2a, n, 44)

2a, n, 44)

Share capital
Authorized - 45,000,000,000 (full amount)
shares in 31 July 2013 with par value
Rp 100 (Rupiah full amount) and 1,130,000
(full amount) shares in 2012 and 100,000
(full amount) shares in 2011 and 2010 with
par value Rp 1,000,000 (Rupiah full amount)
Issued and fully paid-up - 31 July 2013
amounted 13,500,000,000 (full amount),
in 2012 amounted 1,130,000 (full amount)
shares, in 2011 and 2010 amounted
23

1,350,000

Additional pain-in capital

2a

(1,793)

Other equity components

26

to 36,000 (full amount) shares

1,130,000
(1,793)

36,000

36,000

36,000

59,325

50,325

29,325

Unrealized gain on available-for-sale

financial assets

10a

228,357

5,784

176,442

440,017

260,082

109,579

1,582,348

1,304,649

535,342

346,407

174,904

Total Equity

1,582,350

1,304,651

535,344

346,409

174,906

TOTAL LIABILITIES AND EQUITY

1,908,539

2,150,999

1,168,658

890,202

604,472

Retained earnings

Equity attributable
to the owners of parent
Non-controlling interest

See accompanying Notes to Consolidated Financial Statements on Exhibit E

which are an integral part of the Consolidated Financial Statements taken as a whole

185

These consolidated financial statements were originally issued in the Indonesian language

Exhibit B
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
31 Juli

31 Dec ember
2011

2010

(A s restated, (A s restated,
2012
Notes

2013

(unaudited)

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

SA LES

2l, 27

1,393,186

1,344,438

2,391,667

2,198,273

1,866,538

COST OF GOODS SOLD

2l, 28

(833,397)

(819,753)

(1,471,020)

(1,320,584)

(1,180,604)

559,789

524,685

920,647

877,689

685,934

GROSS PROFIT
Sales and marketing expenses

2l, 30

(200,836)

(222,548)

(336,690)

(337,612)

(218,599)

General and administrative expenses

2l, 31

(67,285)

(50,619)

(79,604)

(101,128)

(132,263)

Other financial income

33

2,094

3,235

5,905

11,215

6,653

Other financial expenses

34

(8,649)

(613)

(708)

(606)

(3,875)

Other operating income

35

38,247

4,928

6,628

7,754

5,694

Other operating expenses

36

(43,532)

(4,433)

(2,557)

(2,268)

(4,353)

279,828

254,635

513,621

455,044

339,191

PROFIT BEFORE INCOME TA X

BENEFIT/(EX PENSE) INCOME TA X
Current tax

2m, 17c

(75,242)

(61,626)

(124,026)

(110,505)

(104,798)

Deferred tax

2m, 17d

(2,371)

(2,057)

(2,057)

(4,604)

2,776

(77,613)

(63,683)

(126,083)

(115,109)

(102,022)

202,215

190,952

387,538

339,935

237,169

Inc ome Tax - Net

PROFIT BEFORE COMPREHENSIV E
INCOME
OTHER COMPREHENSIV E
INCOME
Other comprehensive income

10a

5,784

TOTA L COMPREHENSIV E INCOME

CURRENT Y EA R - A FTER TA X

207,999

190,952

387,538

339,935

237,169

See accompanying Notes to Consolidated Financial Statements on Exhibit E

which are an integral part of the Consolidated Financial Statements taken as a whole

186

These consolidated financial statements were originally issued in the Indonesian language

Exhibit B/2
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)

31 Juli

31 Dec ember
2011

2010

(As restated, (As restated,

2012
Notes

(unaudited)

2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Carried forward comphehensive income current year after tax

207,999

190,952

387,538

339,935

237,169

207,999

190,952

387,538

339,935

237,169

0.12

0.01

0.02

0.02

0.01

207,999

190,952

387,538

339,935

237,169

207,999

190,952

387,538

339,935

237,169

0.12

0.01

0.02

0.02

0.01

207,999

190,952

387,538

339,935

237,169

15

5,304,223

342,954

9,442,638

6,588,028

PROFIT FOR THE Y EA R

A TTRIBUTA BLE TO:
The owners of parent
Non-controlling interest
TOTA L
TOTA L COMPREHENSIV E INCOME
A TTRIBUTA BLE TO:
The owners of parent
Non-controlling interest
TOTA L
Net Basic Earning per Share
(in Rupiah full amount)

40

See accompanying Notes to Consolidated Financial Statements on Exhibit E

which are an integral part of the Consolidated Financial Statements taken as a whole

187

188
-

Total compr ehensive income for cur r ent year

Total compr ehensive income for cur r ent year

A S RESTA TED
36,000

Cash dividends (Note 24)

BA LA NCE A T 31 DECEM BER 2011 -

Impact of pr ofor ma adjustments

A S RESTA TED
36,000

Cash dividends (Note 24)

BA LA NCE A T 31 DECEM BER 2010 -

Impact of pr ofor ma adjustments

capital

fully paid-up
36,000

paid-in

BA LA NCE A T 31 DECEM BER 2009

tr ansactio ns

r estr uctur ing

tr ansactio ns

51,118

9,000

42,118

21,000

21,118

co ntr o l

under co m m o n

8,207

8,207

8,207

co ntr o l

under co m m o n

A dditio nal betw een entities betw een entities

and

Issued

Differ ence in
r estr uctur ing

Pr o fo r m a in

Other equity co m po nents

financial assets

av ailable-fo r -sale

g ain o n

Unr ealized

440,017

339,935

(160,000)

260,082

237,169

(86,666)

109,579

ear ning s

Retained

PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk

AND SUBSIDIARIES
&2162/,'$7('67$7(0(1762)&+$1*(6,16+$5(+2/'(56(48,7<
FOR PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)

These consolidated financial statements were originally issued in the Indonesian language

Equity
No n -

535,342

339,935

(160,000)

9,000

346,407

237,169

(86,666)

21,000

174,904

o f par ent

0.02

0.01

inter est

to the o w ner s co ntr o lling

attr ibutable

535,344

339,935

(160,000)

9,000

346,409

237,169

(86,666)

21,000

174,906

equity

To tal

Exhibit C

189
1,130,000

Total compr ehensive income for cur r ent year

BA LA NCE A T 31 DECEM BER 2012

Cash dividends (Note 24)

betw een entities under common contr ol

Differ ence in r estr uctur ing tr ansactions

Impact of pr ofor ma adjustments

1,094,000

36,000

BA LA NCE A T 31 JULY 2012

Capital contr ibution

capital

36,000

paid-in

and

Total compr ehensive income for cur r ent per iod

subsidiar y

Differ ence of change in equity

31 December 2011 - as r estated

Car r ied for w ar d - balance as at

tr ansactio ns

r estr uctur ing

tr ansactio ns

(51,118)

51,118

51,118

co ntr o l

under co m m o n

(1,793)

(10,000)

8,207

8,207

co ntr o l

under co m m o n

A dditio nal betw een entities betw een entities

fully paid-up

Issued

Differ ence in
r estr uctur ing

Pr o fo r m a in

Other equity co m po nents

financial assets

av ailable-fo r -sale

g ain o n

Unr ealized

176,442

196,586

(559,113)

538,969

190,952

(92,000)

440,017

ear ning s

Retained

PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk

AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN 6+$5(+2/'(56(48,7<
FOR PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)

These consolidated financial statements were originally issued in the Indonesian language

Equity
No n -

1,304,649

196,586

(559,113)

(10,000)

(51,118)

1,094,000

634,294

190,952

(92,000)

535,342

o f par ent

0.02

inter est

to the o w ner s co ntr o lling

attr ibutable

1,304,651

196,586

(559,113)

(10,000)

(51,118)

1,094,000

634,296

190,952

(92,000)

535,344

equity

To tal

Exhibit C/2

190

BA LA NCE A T 31 JULY 2013

for cur r ent per iod

Total compr ehensive income

Cash dividend (Note 24)

capital

No te 23

1,350,000

220,000

(1,793)

(1,793)

paid-in

and

1,130,000

tr ansactio ns

co ntr o l

1,793

(1,793)

co ntr o l

under co m m o n

No te 26

under co m m o n

5,784

5,784

financial assets

av ailable-fo r -sale

g ain o n

Unr ealized

228,357

202,215

(150,300)

176,442

ear ning s

Retained

Equity
No n -

1,582,348

207,999

(150,300)

1,793

(1,793)

220,000

1,304,649

o f par ent

0.12

inter est

to the o w ner s co ntr o lling

attr ibutable

See accompanying Notes to Consolidated Financial Statements on Exhibit E

which are an integral part of the Consolidated Financial Statements taken as a whole

betw een entities under common contr ol

Differ ence in r estr uctur ing tr ansactions

common contr ol

Business combinations of entities under

Adjustments r elated to PSAK 38 -

Cash capital contr ibution

31 December 2012

Br ought for w ar d - balance as at

tr ansactio ns

r estr uctur ing

A dditio nal betw een entities betw een entities

fully paid-up

Issued

Differ ence in
r estr uctur ing

Pr o fo r m a in

Other equity co m po nents

PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk

AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF &+$1*(6,16+$5(+2/'(56(48,7<
FOR PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)

These consolidated financial statements were originally issued in the Indonesian language

1,582,350

207,999

(150,300)

1,793

(1,793)

220,000

1,304,651

equity

To tal

Exhibit C/3

These consolidated financial statements were originally issued in the Indonesian language

Exhibit D
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL AND SUBSIDIARIES Tbk
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
31 July

Notes

2013

31 December
2012

2011

2010

(As restated,

(As restated,

(As restated,

2012

see Notes

see Notes

see Notes

(unaudited)

2a, n, 44)

2a, n, 44)

2a, n, 44)

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customer
Payments to supplier

5, 27
15, 28, 29, 30, 31

1,380,970

1,431,844

1,779,955

1,973,094

1,797,869

(1,134,241)

(1,049,845)

(1,741,125)

(1,535,681)

(1,330,298)

28, 29, 30, 31

(89,651)

(64,236)

(125,648)

(124,116)

(104,248)

Payments of taxes

17

(383,894)

(51,092)

(1,743)

(143,481)

(67,894)

Receipts from tax restitution

17

637

669

5,939

33

11,594

3,207

6,306

12,991

6,972

34

(62)

(533)

(708)

(605)

(4,054)

(109,329)

(14,327)

60,579

591

974

(323,976)

255,687

(16,446)

182,793

299,321

(115,073)

(49,448)

(173,202)

(108,873)

(57,685)

1,556

3,984

911

(1,891)

(38,768)

Payments to employee and director

Receipts from interest income and

interest deposit
Payments financial expenses
Receipt / (payment) others - Net

8, 6

Net cash flows provided by

(used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Additions of property, plant and equipment

12

Proceed from sales of

property, plant and equipment

32,129

12, 35

Advance from purchase of

8

(25,974)

(6,773)

(8,278)

Investments

10

(575,662)

Investment from associated company

101,000

(100,000)

property, plant and equipment

(583,580)

Net cash flows used in investing activities

(56,221)

(179,925)

(206,780)

See accompanying Notes to Consolidated Financial Statements on Exhibit E

which are an integral part of the Consolidated Financial Statements taken as a whole

191

(95,542)

These consolidated financial statements were originally issued in the Indonesian language

Exhibit D/2
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL AND SUBSIDIARIES Tbk
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)

31 July

31 Dec ember
2012

2011

2010

(As restated, (As restated, (As restated,

Notes

2012

see Notes

see Notes

see Notes

2013

(unaudited)

2a, n, 44)

2a, n, 44)

2a, n, 44)

CA SH FLOW S FROM FINA NCING A CTIV ITIES

Receipt from bank loan

19

Payments to bank loan

19

(111,058)

Receipt from shareholder loan

22

573,805

11,354

Payments to shareholder loan

22

(9,500)

(174,210)

Payments of financial lease

21

Payments of cash dividen

24

(150,300)

Cash receipts from paid-in capital

23

220,000

1,094,000

30,000

Decrease from investment proforma

10

(563)

Receipts from additional paid-in capital

23

298,751
(431)
(254,898)

(40,000)

(593)

(361)

(70,670)

19,866

81,215

(57)

(260)

(343)

(651,113)

(160,000)

(96,667)

9,000

1,000

Net c ash flow s (used in)

provided by financ ing ac tivities

522,947

(203,287)

485,527

(131,755)

(55,465)

(384,609)

(3,821)

289,157

(155,742)

148,314

NET INCREA SE (DECREA SE) IN

CA SH A ND CA SH EQUIV A LENT
EX CHA NGE RA TE ON
CA SH A ND CA SH EQUIV A LENT

235

CA SH A ND CA SH EQUIV A LENT
A T BEGINNING OF THE Y EA R

410,731

121,574

121,574

277,316

128,767

26,122

117,753

410,731

121,574

277,316

CA SH A ND CA SH EQUIV A LENT
A T THE OF THE PERIOD/Y EA R

See accompanying Notes to Consolidated Financial Statements on Exhibit E

which are an integral part of the Consolidated Financial Statements taken as a whole

192

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
1. G E N E R A L
a. Company Establishment
PT Industri Jamu dan Farmasi Sido Muncul Tbk the Company domiciled in Semarang,
was established based on the Notarial deed No. 21 dated 18 March 1975 made in presence of
Kahirman Gondodiwirjo, S.H., Notary in Semarang and was approved by the Minister of
Justice of the Republic of Indonesia in its Decision Letter No. Y.A. 5/84/16 dated 30 January
1981 and was published in the State Gazette of the Republic of Indonesia No. 39 dated 16 May
2000, Supplement No. 2440 and No. 2441. The Company has amended its articles of
association in accordance with Law No. 40 Year 2007, the Extraodinary General Meeting
of Shareholders (RUPSLB) held on 30 August 2007 as stated in the Notarial deed No. 45 dated
30 August 2007, made in presence of Subiyanto Putro, S.H., M.Kn., Notary in Semarang.
The amendments in articles of association have been approved by the Ministry of Law
and Human Rights of the Republic of Indonesia as stated in its Decision Letter
No. C-07691.HT.01.04-TH.2007 dated 27 December 2007 and was published in the State
Gazette of the Republic of Indonesia No. 40 dated 16 May 2008, Supplement No. 6449.
Most recent amendments of the articles of association is based on Notarial deed No. 53 dated
11 June 2013, made in presence of Fathiah Helmi, S.H., Notary in Jakarta, regarding to
changes in the status of Privately Held Company became a publicly listed company and issued
of shares in the company as deposit 1,500,000,000 new shares with nominal value of Rp 100
(Rupiah full amount). These amendments have been approved by the Minister of Law
and Human Rights of the Republic of Indonesia as stated in its Decision Letter
No. AHU-33406.AH.01.02.Year 2013 and has not been published in the State Gazette of the
Republic of Indonesia.
Based on AUWLFOH  RI WKH &RPSDQ\V DUWLFOHV RI DVVRFLDWLRQ WKH EXVLQHVV DFWLYLWLHV of the
Company, among others, are to carry on the business in herb industry such as medical
industry (pharmacy), herb, cosmetics, foods and beverages related to health, commerce, land
transportation and services.
The Company is domiciled in Menara Suara Merdeka Building Lantai 16, Jl. Pandanaran No. 30
Semarang and the factory is located at Jl Soekarno Hatta Km 28, Kecamatan Bergas, Klepu,
Semarang.
b. Board of Commissioners, Directors and Employees
Board of Commissioners and Director of the Company as of 31 July 2013 are as follows:
President Commissioner
:
Commissioners
:
Independent Commissioner :

Sigit Hartojo Hadi Santoso

Johan Hidayat
Budi Setiawan Pranoto

President Director
Director
Director
Unaffiliated Director

Irwan Hidayat
Sofyan Hidayat
David Hidayat
Ray Nugraha Yoshuara

:
:
:
:

Up to the consolidated financial statements issued, the Company has not yet established an
Audit Committee.

193

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/2
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
1. G E N E R A L (Continued)
b. Board of Commissioners, Directors and Employees (Continued)
As of 31 July 2013, 31 December 2012, 2011 and 2010, the Company and its subsidiaries
employed 3,529; 3,398; 3,236 and 3,024 staffs (unaudited). Total remuneration of the
&RPPLVVLRQHUV DQG 'irector of the Company for the period of 7 (seven) months ended
31 July 2013 and years ended 31 December 2012, 2011 and 2010 were amounted Rp 8,928;
Rp 16,208; Rp 12,929 and Rp 11,458, respectively.
c. Structure of Subsidiaries
The Company has direct ownership of greater than 50% shareholding in subsidiaries as follows:

Subsidiaries
PT Muncul Mekar

The

Percentag e

commencement

of

31 July

Total assets before elimination

31 Dec

31 Dec

31 Dec

of operation

ow nership

2013

2012

2011

2010

1987

99,9999%

1,033,193

976,117

268,350

200,667

2009

99,9999%

120,771

110,370

58,769

56,304

PT Semar ang Her bal

Indo Plant

All subsidiaries are domiciled in Semarang, PT Semarang Herbal Indo Plant located at
Jl. Industri II No 14, Semarang, and PT Muncul Mekar located at Jl. Madukoro BI A/28,
Semarang 50144, Central Java.
Here is a description of each of the subsidiaries:
c.1. PT Muncul Mekar
PT Muncul Mekar, domiciled in Semarang, was established based on the Notarial deed
No. 38, made in presence of Notary Hartanto Pandji Surya, S.H., dated 29 December
1986 and was approved by Minister of Justice of the Republic of Indonesia in its
Decision Letter No. C2-6018.HT.01.01.Year.1987 dated 22 September 1987 and
was published in the State of Gazette of the Republic of Indonesia No. 33 dated
23 April 1999, Supplement No. 2392 dan No. 2393. The articles of association of the
Company have been amended several times, most recently in Notarial deed No. 28
dated 21 December 2012, made in presence of Dewikusuma, S.H., Notary in Semarang
regarding to the enhancement of both Authorized, issued and fully paid-in capital of
the Company. These deeds have been approved by the Minister of Law and Human
Rights of the Republic of Indonesia in its Decision Letter No. AHU-02096.AH.01.02.Year
2013 dated 23 January 2013 and has been published in the State Gazette of the
Republic of Indonesia Number 27161 Year 2013 Supplement to the State Gazette of the
Republic of Indonesia dated 7 May 2013 No 37.
Based on AUWLFOH  RI WKH &RPSDQ\V DUWLFOHV RI DVVRFLDWLRQ WKH EXVLQHVV DFWLYLWLHV RI
the Company, among other, are to carry on the business in general trading of Sido
0XQFXOVSURGXFWVDQGLQSXEOLFWUDQVSRUWDWLRQ service.

194

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/3
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
1. G E N E R A L (Continued)
c. Structure of Subsidiaries (Continued)
c.2. PT Semarang Herbal Indo Plant
PT Semarang Herbal Indo Plant WKH&RPSDQ\was established based on Notarial deed
No. 10 dated 10 June 2009, made in presence of Notarial Subiyanto Putro, S.H., M.Kn.
The articles of association of the Company have been approved by the Minister of
Law and Human Rights of the Republic of Indonesia on its Decision Letter
No. AHU-55847.AH.01.01.Year 2009 dated 17 November 2009. The articles of association
of the Company have been amended several times, most recently in Notarial deed of
Dewikusuma, S.H., No. 27 dated 21 December 2012 regarding to enhancement of both
Authorized, issued and fully paid-in capital of the Company. These deeds have been
approved by the Minister of Law and Human Rights of the Republic of Indonesia in its
Decision Letter No. AHU-02095.AH.01.02.Year 2013 dated 23 January 2013 and has been
published in the State Gazette of the Republic of Indonesia Number 27164 Year 2013
Supplement to the State Gazette of the Republic of Indonesia dated 7 May 2013 No 37.
Based on AUWLFOH  RI WKH &RPSDQ\V DUWLFOHV RI DVVRFLDWLRQ SXUSRVHV DQG REMHFWLYHV RI
the Company are the following below:
-

Conducting business in industrial sector including manufacturing of herbal extraction;

Conducting business in trading;
Conducting business in land transportation such as expeditions and warehousing;
Conducting business in extraction services; and
Conducting business in agriculture.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance to generally accepted
accounting principles in Indonesia comprising of the Statements of Financial Accounting
Standards (SFAS) and rules established by the Capital Market and Financial Institution Supervisory
Agency (BAPEPAM-LK) No. VIII.G.7 AttachmeQW RI &KDLUPDQ RI %$3(3$0V 'HFLVLRQ
No. KEP-347%/ GDWHG  -XQH  UHJDUGLQJ )LQDQFLDO 6WDWHPHQWV 3UHVHQWDWLRQ
*XLGDQFH 6LJQLILFDQW DFFRXQWLQJ SROLFLHV DSSOLHG FRQVLVWHQWO\ LQ WKH SUHSDUDWLRQ RI WKH
consolidated financial statements for the 3 months period ended 31 July 2013 and 31 July 2012
(unaudited) and for the years ended 31 December 2012, 2011 and 2010, are as follows:
a. Basis of the Preparation of Consolidated Financial Statements
According to SFAS No. 1, the consolidated financial statements, except for the consolidated
statements of cash flows, are prepared under accrual basis. The reporting currency used in
preparing the consolidated financial statements is in Rupiah, where the basic measurement is
the historical cost concept, except for certain accounts, which are measured based on the
explanation of the accounting policies of the respective accounts.

195

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/4
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
a. Basis of the Preparation of Consolidated Financial Statements (Continued)
On 26 December 2012, the Company acquired PT Muncul Mekar, an associate and PT Semarang
Herbal Indo Plant, an associate. This transaction was recorded using the pooling-of-interests
method. Under this method, the consolidated financial statements for the years ended
31 December 2011 and 2010 have been restated as if PT Muncul Mekar and PT Semarang Herbal
Indo Plant had been acquired since the beginning of such period presented.
The consolidated statements of cash flows are prepared using the direct method by classifying
cash flows on the basis of operating, investing and financing activities.
Effective for financial statements with fiscal year beginning on or after 1 January 2011 :
a. SFAS 1R  5HYLVHG  3UHVHQWDWLRQ RI )LQDQFLDO 6WDWHPHQWV SUHVFUibes the basis for
presentation of general-purpose financial statements to ensure the comparability both with an
entity's financial statements of previous periods and with the financial statements of other
entities.
b. 6)$61R 5HYLVHG 6WDWHPHQWV RI&DVK )ORZVUHTXLUHVWKHSURYLVLRQRILQIRUPDWLRQ
about the historical changes in cash and cash equivalents through a statement of cash flows
which classifies cash flows during the period into operating, investing and financing activities.
c. 6)$61R5HYLVHG,QWHULP)LQDQFLDO6WDWHPHQWV7KLV6)$6 does not regulate about
which entities are required for publishing interim financial statement, how often, or how long
after the end of interim period. However, government, the regulator of capital market and
stock exchange are also requiring entities which have debt effect or trading equity effect to
publish their interim financial statements.
d. 6)$61R5HYLVHG&RQVROLGDWHGDQG6HSDUDWH)LQDQFLDO6WDWHPHQWV will be applied
in the preparation and presentation of consolidated financial statements for a group of entities
under the control of a parent and in accounting for investments in subsidiaries, jointly
controlled entities and associates when separate financial statements are presented as
additional information.
e. 6)$6 1R  5HYLVHG  2SHUDWLQJ 6HJPHQWV UHTXLUHV VHJPHQW LQIRUPDWLRQ EH GLVFORVHG
to enable users of financial statements to evaluate the nature and financial effects of the
business activities in which the entity engages and the economic environments in which it
operates.
f. 6)$6 1R  5HYLVHG  5HODWHG 3DUW\ 'LVFORVXUHV UHTXLUHV GLVFORVXUH RI UHODWHG SDUW\
relationships, transactions and outstanding balances, including commitments, in the
consolidated and separate financial statements of a parent, and also applied in individual
financial statements. Early adoption is allowed.
g. 6)$61R5HYLVHG(YHQWV$IWHUWKH5HSRUWLQJ3HULRG is purposed to determine when
the entity made the adjustments in its financial statements for events after reporting period
and to determine the disclosures, disclosed by the entity regarding to the authorized financial
statements to be published and events after reporting period.

196

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/5
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
a. Basis of the Preparation of Consolidated Financial Statements (Continued)
Effective for financial statements with fiscal year beginning on or after 1 January 2011 :
(Continued)
h. 6)$6 1R  5HYLVHG  ,QYHVWPHQWV LQ $VVRFLDWHV SURYLGHV JXLGDQFH WR EH DSSOLHG LQ
DFFRXQWLQJ IRU LQYHVWPHQWV LQ DVVRFLDWHV ,W VXSHUVHGHV 6)$6 1R   $FFRXQWLQJ IRU
,QYHVWPHQWV LQ $VVRFLDWHV DQG 6)$6 1R   $FFRXQWLQJ IRU &KDQJHV LQ (TXLW\ RI
6XEVLGLDULHV$VVRFLDWHV
i. 6)$6 1R  5HYLVHG  ,QWDQJLEOH $VVHWV determines the accounting treatment for
intangible assets that are not dealt with specifically in another SFAS. It requires the
recognition of an intangible asset if, and only if, the specified criteria are met, and also
specifies how to measure the carrying amount of intangible assets and related disclosures.
j. 6)$61R5HYLVHG %XVLQHVV &RPELQDWLRQVDSSOLHVWRDWUDQVDFWLRQ RURWKHUHYHQW
that meets the definition of a business combination to improve the relevance, reliability and
comparability of the information that a reporting entity provides in its financial statements
about a business combination and its effects.
k. 6)$6 1R  5HYLVHG  5HYHQXH LGHQWLILHV WKH FLUFXPVWDQFHV LQ ZKLFK Whe criteria on
revenue recognition will be met and, therefore, revenue will be recognized. It prescribes the
accounting treatment of revenue arising from certain types of transactions and events and
provides practical guidance on the application of the criteria on revenue recognition.
l. 6)$61R5HYLVHG$FFRXQWLQJ3ROLFLHV&KDQJHVLQ$FFRXQWLQJ(VWLPDWHVDQG(UURUV
prescribes the criteria for selecting and changing accounting policies, together with the
accounting treatment and disclosure of changes in accounting policies, changes in accounting
estimates and correction of errors.
m. 6)$61R5HYLVHG,PSDLUPHQWRI$VVHWVSUHVFULEHVWKHSURFHGXUHVWREHDSSOLHGWR
ensure that assets are carried at no more than their recoverable amount and if the assets are
impaired, an impairment loss should be recognized.
n. 6)$6 1R  5HYLVHG  3URYLVLRQV &RQWLQJHQW /LDELOLWLHV DQG &RQWLQJHQW $VVHWV is
purposed to provide that appropriate recognition criteria and measurement bases are applied
to provisions, contingent liabilities and contingent assets and to ensure that sufficient
information is disclosed in the notes to enable users to understand the nature, timing and
amount related to the information.
o. 6)$6 1R  5HYLVHG  1RQ-currHQW $VVHWV +HOG IRU 6DOH DQG 'LVFRQWLQXHG 2SHUDWLRQV
aims to specify the accounting for assets held for sale, and the presentation and disclosure of
discontinued operations.
p. ,)$6 1R  ,QWHULP )LQDQFLDO 5HSRUWLQJ DQG ,PSDLUPHQW 7KLV LQWHUSUHWDWLRQ is explaining
about the interaction between requirements in SFAS 3 (Revised 2010) and SFAS 48 (Revised
2010) and another specific financial assets in SFAS 55 (Revised 2006), and also the impact of
this interaction on interim financial statements and the further of annual financial statements.

197

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/6
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
a. Basis of the Preparation of Consolidated Financial Statements (Continued)
Effective for financial statements with fiscal year beginning on or after 1 January 2012 :
a.

6)$6 1R  5HYLVHG  7KH (IIHFWV RI &KDQJHV LQ )RUHLJQ ([FKDQJH 5DWHV SUHVFULEHV
how to include foreign currency transactions and foreign operations in the financial
statements of an entity and to translate financial statements into a presentation currency.

b. 6)$6 1R  5HYLVHG  ,QFRPH 7D[HV ,QFOXGes all domestic tax and foreign tax
according to taxable income and exclude the accounting method for government grant or
investment tax credit, but include accounting for temporary difference which incurred from
the grant or investment tax credit.
c.

6)$6 1R  5HYLVHG  )LQDQFLDO ,QVWUXPHQWV 3UHVHQWDWLRQ 7KH VFRSH RI WKLV
statement is including the contract for reward contingencies in business combination. The aim
of this standard is to establish the principle of financial instrument presentation as liabilities
or equity and write off of financial assets and financial liabilities.

d. SFAS No. 53 (Revised  6KDUH-%DVHG 3D\PHQWV 5HTXLULes the entities to present in
statement of income and statement of cash flows about the impact of share-based payment
transaction.
e. 6)$6 1R  5HYLVHG  )LQDQFLDO ,QVWUXPHQWV 'LVFORVXUHV 7KLV VWDWHPHQW UHTXLres
entities to provide some disclosures in financial statement which enable users to evaluate
some financial instruments on financial position and performance of significant entities, also
the nature and risks which are incurred.
f.

,)$6 1R  /LPLW RI the Defined Benefit Assets, Minimum Funding Requirements and Their
,QWHUDFWLRQ 7KLV LQWHUSUHWDWLRQ LV DSSOLHG IRU DOO SRVW HPSOR\HH EHQHILW SURJUDP DQG RWKHUV
long term employee benefits. For interpretation purpose, the requirement of minimum
financing are a requirement for funding post employee benefit and others long-term employee
benefits.

The new PSAK which were effective starting from 1 January 2013
The new PSAK which were effective starting from 1 January 2013 and have significant effect to the
CoQVROLGDWHG )LQDQFLDO 6WDWHPHQWV LV 36$.  5HYLVHG  Bussiness Combination of Entities
Under Common Control
Since 1 January 2013, the Company and subsidiaries have classified Difference in restructuring
transactions under common control amounted to Rp 1,793 to Additional paid-in capital in
accordance PSAK 38 (revised 2011).
b. Principle of Consolidation
Prior to 1 January 2011
The consolidated financial statements include the financial statements of the Company and its
subsidiaries that more than 50% of voting rights held, either directly or indirectly by the Company
and its subsidiaries as well as if the Company and its subsidiaries have 50% or less voting rights, but
it can be proved with the existence of control.

198

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/7
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
b. Principle of Consolidation (Continued)
Prior to 1 January 2011 (Continued)
Subsidiaries are consolidated since the date of control is effectively transferred to the
Company and its subsidiaries and are no longer consolidated from the date of the disposal.
Transaction balances between the companies in the Company and its subsidiaries, including
net income (loss) between the companies in the Company and its subsidiaries which have not
yet been realized are eliminated to reflect the financial position and results of operations of
the Company and its subsidiaries as a single entity company's business.
The consolidated financial statements are prepared using accounting policies for similar
transactions and events. If the financial statements of a subsidiary use accounting policies
other than those applied in the consolidated financial statements, several adjustments were
made for the financial statements. Non-controlling interests that are part of minority
shareholders in the net income and shareholders' equity of subsidiaries that are not entirely
owned, are presented based on the percentage of ownership of the minority shareholders in
subsidiaries.
Effective 1 January 2011
The consolidated financial statements combine the assets and liabilities at the end of
reporting period and the results of operations for the years ended at those dates of the
Company and its subsidiaries where the Company has the ability to control the entities, either
directly or indirectly.
Non-controlling interest on the amount of comprehensive income of subsidiaries is identified
as appropriate proportions and presented as part of total comprehensive income attributable
to the consolidated statements of comprehensive income. Non-controlling interest of the
subsidiaries' net assets is identified at the date of the business combination which is
subsequently adjusted for the proportionate share of changes in equity of subsidiaries that
are presented as part of equity in the consolidated statements of financial position.
When control of an entity is acquired in the current year, the entity's net income is included
in the consolidated statements of comprehensive income from the inception date of control
acquisition. When control ended in the current year, the entity's net income is included in the
consolidated statements of comprehensive income for the year in which the control part still
exists.
The accounting policies adopted in preparing the consolidated financial statements in all
material respects, have been applied consistently by its subsidiaries, unless otherwise stated.
All transactions and material balances between the consolidated companies have been
eliminated in preparing the consolidated financial statements.

199

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/8
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
c. Transactions with Related Parties
A party is considered to be related to the Company if:
a) directly, or indirectly through one or more intermediaries, the party (i) controls, is controlled
by, or is under common control with, the Company; (ii) has an interest in the Company that
gives significant influence over the Company; or, (iii) has joint control over the Company;
b) the party is an associate of the Company;
c) the party is a joint venture in which the Company is a venturer;
d) the party is a member of the key management personnel of the Company;
e) the party is a close member of the family of any individual referred to in (a) or (d);
f) the party is an entity that is controlled, jointly controlled or significantly influenced by or for
which significant voting power in such entity resides with, directly or indirectly, any individual
referred to in (d) or (e);
g) the party is a post-employment benefits plan for the benefit of employees of the Company, or
of any entity that is a related party of the Company.
This transaction is carried out based on terms agreed by both parties, which terms may not be the
same as other transactions undertaken with unrelated parties.
All significant transactions and balances with related parties are disclosed in the notes to
consolidated financial statements.
d. Foreign Currency Transactions and Translation
Transactions in currencies other than Rupiah are measured in the functional currency of the
Company and are its subsidiaries and recorded on initial recognition in the functional currency
exchange rate which is approximately similar to the date of the transaction. Monetary assets and
liabilities in currencies other than Rupiah are translate with the exchange rate at the end of the
reporting year. Non-monetary items measured at historical cost in other currency than Rupiah are
translated using the exchange rate at the transaction date. Non-monetary items that are measured
at fair value in other a foreign currency of Rupiah are translated using the exchange rate at the
date when the fair value is determined.
Exchange rate differences which is arising on the settlement of monetary items or on nonmonetary items described or monetary items described at the reporting period, are recognized in
the consolidated statements of comprehensive income.
As of 31 July 2013, 31 December 2012, 2011 and 2010 and 1 January 2010, exchange rates which
are used are as follow:
31 July
2013*
1 United States of America Dollar (USD)

1 January

31 Dec ember
2012*

2011*

2010*

2010*

10,278

9,670

9,068

8,991

9,400

8,086

7,907

6,974

6,980

6,699

1 Euro (EUR)

13,634

12,810

11,739

11,956

13,510

100 Japan Yen (JPY)

10,486

11,197

11,680

11,029

10,170

1 Singapore Dollar (SGD)

*Expressed in Rupiah full amount

200

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/9
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities
1. Financial Assets and Liabilities
a. Financial Assets
Based on SFAS No. 55 (Revised 2011), financial assets are classified as financial assets
at fair value through profit or loss, loans and receivables, held-to-maturity and
available-for-sale. The Company determines the classification of its financial assets at
initial recognition and, where allowed, re-evaluates the classification of such financial
assets at each year-end.
i. Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss include financial assets
held for trading and financial assets designated upon initial recognition as at fair
value through profit or loss.
Financial assets are classified as held for trading if acquired for the purpose of sale
or repurchase in the near future. Derivative assets are also classified as held for
trading unless designated as effective hedging instruments. Financial assets
measured at fair value through profit or loss are recorded in the consolidated
statements of financial position at fair value with gains or losses recognized in the
consolidated statements of comprehensive income.
ii. Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market and which the Company and its
subsidiaries does not intend to sell immediately or in the near future.
Cash and cash equivalent, restricted funds, trade receivables, other current
financial assets and non trade receivable related parties the Company and its
subsidiaries are included in the category.
iii. Held-to-maturity
Held-to-maturity investments are non-derivative financial assets with fixed or
determinable payments and fixed maturity which the Company and its subsidiaries
have a positive intention and ability to hold-to-maturity, and are not designated as
at fair value through profit or loss or available-for-sale.
The Company and its subsidiaries did not have any held-to-maturity investment as of
31 December 2012, 2011 and 2010.

201

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/10
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
1. Financial Assets and Liabilities (Continued)
a. Financial Assets (Continued)
iv. Available-for-sale
Available-for-sale financial assets consist of non-derivative financial assets
designated as availablefor-sale or are not classified in any other categories of
financial assets.
Investments in share are classified in this category as of 31 July 2013, 31 December
2012, 2011 and 2010.
b. Financial Liabilities
Financial liabilities within the scope of SFAS No. 55 (Revised 2011) are classified as
financial liabilities measured at fair value through profit or loss and other financial
liabilities. The Company and its subsidiaries determines the classification of its
financial liabilities at initial recognition.
i. Financial liabilities measured at fair value through profit or loss
Financial liabilities measured at fair value through profit and loss include the
financial liabilities are classified in group for trading and financial liabilities
designated upon initial recognition at fair value through profit and loss.
Financial liabilities are classified as held for trading if acquired for the purpose of
sale or repurchase in the near future. Derivative liabilities are also classified as held
for trading unless designated as effective hedging instruments. Financial liabilities
measured at fair value through profit or loss are recorded in the consolidated
statements of financial position at fair value with gains or losses recognized in
consolidated statements of comprehensive income.
ii. Loans and payables
Loans and payables are non-derivative financial liabilities with fixed or determinable
payments that are not quoted in an active market and the Company and its
subsidiaries do not intend to sell immediately or in the near future.
Short-term bank loans, trade payables, other current financial liabilities, non-trade
payables - Related parties, accrued expenses, loan from shareholders, long-term
bank loan and finance lease payables of the Company and its subsidiaries are
included in this category.

202

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/11
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
1. Financial Assets and Liabilities (Continued)
c. Recognition
At initial recognition, financial assets or liabilities are measured at fair value, except
for financial assets and liabilities measured at fair value through profit or loss, plus or
minus the transaction costs that are directly attributable to the acquisition of financial
assets or issuance of financial liabilities. The subsequent measurement of financial
assets and liabilities depends on the classification of financial assets and liabilities.
2. Fair Value Measurement
Fair value is the amount for which an asset could be exchanged or a liability settled
between knowledgeable and willing parties in an arm's length transaction on the date of
measurement.
When available, the Company and its subsidiaries measure the fair value of an instrument
using quoted prices in an active market for those instruments. A market is regarded as
active if quoted prices are readily and regularly available and present actual and regularly
RFFXUULQJPDUNHWWUDQVDFWLRQVRQDQDUPVOHQJWKEDVLV
If the market of the financial instrument is inactive, the Company and its subsidiaries
determine fair value by using valuation techniques include using recent market
transactions conducted properly by knowledgeable, willing parties and, if available,
reference to the current fair value of another instrument which is substantially the same,
discounted cash flows analysis and option pricing model.
3. Amortized Cost Measurement
The amortized cost of a financial asset or liability is the amount at which the financial
asset or liability is measured at initial recognition, minus principal payments, plus or minus
the cumulative amortization using the effective interest rate method, calculated from the
difference between the initial amount and maturity amount, minus any reduction for
impairment.
4. Impairment of Financial Assets
Impairment of financial assets measured at amortized cost are as follows:
At each consolidated statements of financial position date, the Company and its
subsidiaries assess whether there is objective evidence that a financial assets or group of
financial assets is impaired. A financial asset or group of financial assets is impaired and
impairment losses are incurred only if there is objective evidence of impairment as a
result of one or more events occurring subsequent to initial recognition of the assets (loss
events), and that loss event has an impact on the estimated future cash flows of the
financial asset or group of financial assets that can be reliably estimated.

203

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/12
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
4. Impairment of Financial Assets
The Company and its subsidiaries initially consider whether there is objective evidence of
impairment individually for financial assets that are individually significant, and individually or
collectively for financial assets that are not individually significant.
If the Company and its subsidiaries determine that no objective evidence of impairment exists
individually for an individually-assessed financial asset, regardless of whether the amount is
significant or not, that the Company and its subsidiaries financial assets will be assessed
collectively in a group of financial assets that have similar credit risk characteristics. Assets
that are individually assessed, and for which impairment is or continues to be recognized, are
not included in a collective assessment of impairment.
The total impairment loss of a financial asset which is assessed individually is measured as the
difference between the carrying value of the financial assets and the present value of
estimated future cash flows discounted using the effective interest rate at the beginning of the
financial assets. The carrying amount of the asset is presented by deducting the allowance for
impairment losses and the impairment loss expense is recognized in the consolidated
statements of comprehensive income.
Future cash flows of a group of financial assets that are collectively evaluated for impairment
are estimated on the basis of contractual cash flows of the assets in the group and historical
loss experience for assets with credit risk characteristics similar to those in the group.
Historical loss experience is adjusted on the basis of current observable data to reflect the
effects of current conditions that did not affect the period on which the historical loss
experience is based, and to remove the effects of conditions in the historical period that do not
exist currently.
5. Derecognition
The Company and its subsidiaries derecognize financial assets when the contractual rights to
the cash flows arising from the financial assets expired or when the Company and its
subsidiaries transfer all rights to receive contractual cash flows of financial assets in a
transaction where the Company and its subsidiaries has transferred substantially all the risks
and rewards of ownership of the financial assets transferred. Any rights or obligations on the
transferred financial assets created or retained by the Company and its subsidiaries are
recognized as assets or liabilities separately.
The Company and its subsidiaries derecognize financial liabilities when the obligation specified
in the contract is discharged or cancelled or expired.
In transactions in which the Company and its subsidiaries neither retains nor transfers
substantially all the risks and rewards of ownership of financial assets, the Company and its
subsidiaries derecognizes the assets if it does not retain control over the assets. The rights and
obligations retained in the transfer are recognized separately as assets and liabilities as
appropriate. In transfers in which control over the assets is retained, the Company and its
subsidiaries continues to recognize the assets to the extent of its continuing involvement,
determined the Company and its subsidiaries by the extent to which it is exposed to changes in
the value of the transferred assets.

204

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/13
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
6. Offsetting
Financial assets and liabilities are offset and the net amount is presented in the
consolidated statements of financial position when, and only when, a legal right to offset
the amounts and intend either to settle on a net basis or realize the asset and settle the
liability simultaneously.
7. Derivative Financial Instruments and Hedging
Derivative financial instruments are recognized either as assets or liabilities in the
concolidated statements of financial position and are recorded at fair value.
Derivative financial instruments are initially measured at fair value on the date when a
derivative contract occurs and subsequently measured at fair value.
Derivatives are recognized as financial assets when fair value is positive, whereas if
negative is recognized as a financial liabilities.
Gains or losses arising from changes at the fair value in derivatives during the year that
unqualified for hedging and the ineffective portion of an effective hedge should be
charged in the consolidated statements of comprehensive income.
Fair value of interest rate swap contracts is determined by reference to the market value
of similar instruments.
At the commencement of the hedge, the Company and its subsidiaries conduct formal
establishment and documentation of the hedging relationship and the objective entity's
risk management and strategy of implementation hedge.
The documentation includes identification of the hedging instrument, the hedged item or
transaction, the nature of hedged risk and how entities used to assess the hedging
instrument's effectiveness in offsetting the exposure derived from changes in the hedged
items at fair value or cash flows attributable to the hedged risk. Hedge is expected to be
highly effective in offsetting the changes at fair value or cash flows and can be assessed
continuously to determine that the hedge is highly effective throughout the financial
reporting period in accordance to its objectives.
8. Hedge of Cash Flows
Part of the gain or loss on the hedging instrument which is established as an effective
hedge directly recognized in equity, while the ineffective portion of the gain or loss on the
hedging instrument recognized in the consolidated statements of comprehensive income.

205

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/14
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
8. Hedge of Cash Flows (Continued)
Previously amounts which has been recognized in equity are transferred to the
consolidated statements of comprehensive income when the hedged transaction affects
profit or loss, such as financial incomes or expenses are recognized or hedge when the
estimated sales occured. If a hedged items resulted in the recognition of non-financial
assets or liabilities, the previously amounts which has been recognized in equity are
transferred to the initial acquisition cost of the carrying amount of an non-financial assets
or liabilities.
f. Cash and Cash Equivalent
Cash and cash equivalents consist of cash on hand, cash in banks and all investments with
original maturities of three months or less from the acquisition date and which are not
guaranteed and not restricted to use. While cash and cash equivalents, restricted to principal
loans and intHUHVWSD\PHQWVDUHUHFRUGHGDVRestricted Funds.
g. Trade Receivables and Allowance for Doubtful Accounts
Prior to 1 January 2010, trade receivables are recorded net after less allowance for doubtful
accounts. The Company and its subsidiaries determined allowance for doubtful accounts
based on a review of the status of trade receivables each customer at the end of the year.
Effective 1 January 2010, objective evidence of impairment is determined by the Company
and its subsidiaries from receivables that are individually significant, and for receivables that
are not individually significant impairment determination is done collectively. If the Company
and its subsidiaries determine there is no objective evidence of impairment exists for an
individually assessed receivables, the Company and its subsidiaries include receivables into
groups receivables that have similar credit risk characteristics and assesses for impairment
collectively. Receivables which individually assessed for impairment are not included in a
collective assessment of impairment.
h. Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined using
the average method. Net realizable value is the estimated selling price in the ordinary course
of business less the estimated costs of completion and the estimated costs necessary to make
the sale. The Company and its subsidiaries determine allowance for inventory obsolescence
based on a review of the physical state of inventories at the end of the year.

206

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/15
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
i. Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost net of accumulated depreciation and
accumulated impairment losses, if any.
Depreciation of property, plant and equipment is computed using the straight-line method, based
on estimated useful lives of property, plant and equipment, as follows:

Building
Machinery
Equipment
Vehicles
Office equipment

Useful lives
(years)

Percentage
(%)

20
48
48
48
4-8

5
12.5 - 25
12.5 25
12.5 25
12.5 - 25

Repairs and maintenance expenses are charged to the consolidated statements of comprehensive
income as incurred, renewals and additions expenses are capitalized in accordance to the criteria
in SFAS No. 16 (Revised 2007), 3URSHUW\ 3ODQW DQG (TXLSPHQW. Property, plant and equipment
are retired or disposed, the cost and accumulated depreciation are removed from the accounts
and the related gain or loss is credited or charged to consolidated statements of comprehensive
income for current period/year.
j. Construction-in-Progress
Accumulated cost of the renovation and construction of buildings are capitaOL]HGDV&RQWUXFWLRQin-pURJUHVVand recorded LQ3URSHUW\3ODQWDQG(TXLSPHQWuntil construction or development is
complete. These costs reclassified to buildings when construction or renovation is complete.
Depreciation is charged at the time the building is used.
k. Post-Employment Benefits
Pension benefits
The Company and its subsidiaries has defined benefit pension plans. A defined benefit plan is a
pension plan that defines an amount of pension benefit that an employee will receive on
retirement, usually dependent on one or more factors such as age, years of service and
compensation. The Company and subsidaries has a defined benefit pension plan covering all of
those employees who have the right to pension benefits as stipulated in the regulations of the
Defined Benefit Pension Fund of Sido Muncul. The plan is generally funded through payments to
the pension fund.
The Company and subsidaries are required to provide a minimum amount of pension benefits in
accordance with Labor Law No. 13/2003 ("Labor Law") which represents an underlying defined
benefit obligation. Consequently, if the pension benefits based on Labor Law are higher than those
EDVHG RQ WKH &RPSDQ\V VSRQVRUHG SHQVLRQ SODQV WKH GLIIHUHQFH LV SUHVHQWHG DV RWKHU SRVWemployment benefits and accounted for in the similar manner with the pension benefits
obligations. The liability recognised in the consolidated statement of financial position is the
present value of the defined benefits obligation as at the statement of financial position date less
the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses
and past service costs.

207

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/16
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
k. Post-Employment Benefits (Continued)
The defined benefits obligation is calculated annually by an independent actuary using the
projected unit credit method. The present value of the defined benefits obligation is
determined by discounting the estimated future cash outflows using interest rates of
government bonds (considering currently there is no deep market for high-quality corporate
bonds) that are denominated in the currency in which the benefit will be paid, and that have
terms to maturity approximating the terms of the related pension liability.
Actuarial gains and losses can arise from experience adjustments and changes in actuarial
assumptions. When the actuarial gains and losses exceeds the greater of 10.00% of the fair
value of the plan assets at the interim consolidated statements of financial position date, the
excess is charged or credited to expenses or income over the average remaining service years
of the relevant employees.
Past service costs are recognised immediately in the consolidated profit or loss, except those
which will be vested if the employee remains in service for a certain period of time (vesting
period). In this case, the past-service costs are amortised on a straightline basis over the
vesting period. Current service cost is expensed in the prevailing period.
l. Revenue and Expenses Recognition
Sales are recognized when goods are delivered and the ownership has passed to the customer.
Expenses are recognized in accordance its benefits during the year (accrual basis).
m. Taxation
Current tax
Current income tax assets and/or liabilities comprise those obligations to, or claims from, Tax
Authorities relating to the current or prior reporting period, that are unpaid at the
consolidated statements of financial position date. They are calculated according to the tax
rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable
income for the current period. All changes to current tax assets or liabilities are recognized
as a component of income tax expense in the consolidated statements of comprehensive
income.
Deferred tax
Deferred tax assets and liabilities are recognized for temporary differences between the
financial and the tax bases of assets and liabilities at each reporting date. Deferred tax assets
are recognized for all deductible temporary differences to the extent that it is probable that
future taxable income will be available against which the deductible temporary difference
can be utilized. Deferred tax liabilities are recognized for all taxable temporary differences.
Future tax benefits, such as the carry-forward of unused tax losses, are also recognized to the
extent that realization of such benefits is probable.

208

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/17
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
m. Taxation (Continued)
Deffered tax (Continued)
The carrying amount of deferred tax assets is reviewed at each consolidated statements of
financial position date and reduced to the extent that it is no longer probable that sufficient
taxable income will be available to allow all or part of the deferred tax asset to be utilized.
Unrecognized deferred tax assets are reassessed at each consolidated statements of financial
position date and are recognized to the extent that it has become probable that future
taxable income will allow the deferred tax asset to be recovered.
The amount of the asset or liability is determined using tax rates that have been enacted or
substantively enacted by the reporting date and are expected to apply when the deferred tax
liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Company and its subsidiaries has
a legally enforceable right to offset current tax assets and liabilities.
n. Restructuring Transactions of Entities Under Common Control
Restructuring transactions, such as transfers of assets, liabilities, shares or other ownership
instruments which carried out in the reorganization of the entities that are in the same
group, not a change of ownership in terms of economic substance, so that such transactions
do not result in a gain or loss to the group or the individual entity within the same group.
Because of restructuring transactions between entities under common control do not result in
changes in economic substance of ownership of the assets, liabilities, equity or other
ownership instruments, the assets and liabilities transferred ownership (in legal form) must
be recorded at the carrying amount of such business combination by pooling-of-interest
method. Elements of the financial statements of the restructured company for the period of
restructuring and for the comparative periods presented, must be presented in such a way as
if the companies had been combined from the beginning of the periods presented.
The difference between the transfer price and the carrying amount of any restructuring
transactions between entities under common control are rHFRUGHGLQWKHDFFRXQWDifference
in value from restructuring transactions of entities under common coQWURO. Account balance
is presented as a component of equity.
o. Impaiment of Assets
In connection with SFAS No. 48 (Revised 2009), "Impairment of Assets", at the date of
consolidated statements of financial position, the Company and its subsidiaries review
whether any possible indication of impairment or not. Amount of property, plant and
equipment and other non-current assets, including intangible assets that can be recovered
evaluated whenever events or changes indicate that the carrying amount of an asset exceeds
its recoverable amount.
Impairment of assets, if any, are recognized as loss in the consolidated statements of
comprehensive income for the current period/year. Value of the recoverable amount is the
higher of net selling price with the value in use of an asset.

209

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/18
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
p. Basic Earning per Share
Earning per share is computed by dividing net income with the weighted average number of
outstanding shares in current year.
q. Segment Information
Segment information is presented according to the grouping (segment) types of products as a
primary segment reporting, and type of the service area segment is reported as the secondary
segment reporting.
r. Intangible Assets
Since 1 January 2011, the Company and its subsidiaries have adopted SFAS No. 19 (Revised 2010),
,QWDQJLEOH $VVHWV, which is effective for financial reporting periods beginning on or after
1 January 2011 and is applied prospectively.
Intangible assets consist of intangible assets arising from the acquisition of subsidiaries. Intangible
assets are recognized when the Company and its subsidiaries are likely to obtain future economic
benefits of the intangible assets and the cost of the asset can be measured reliably.
Intangible assets are stated at cost less accumulated amortization and impairment, if any.
Intangible assets are amortized over their estimated useful lives. The Company and its subsidiaries
shall estimate the recoverable amount of the intangible asset. If the carrying value of the
intangible asset exceeds its estimated recoverable value, the carrying amount of the asset is
reduced to its recoverable value.
Intangible assets, are depreciated using the straight-line method based on estimated useful lives
of intangible assets are 10 (ten) years.
s. R e n t
The Company and its subsidiaries have adoptHG 6)$6 1R  5HYLVHG  5HQW HIIHFWLYHO\
since 1 January 2012.
The determination of whether an arrangement is a lease agreement, or contains a lease
agreement, based on the substance of the agreement at the inception date and whether the
fulfillment of the agreement depends on the use of an asset and the agreement provides a right to
use the asset. Lease that transfers substantially all the risks and benefits associated to ownership
are classified as finance leases.
In financial lease, from the point of view of the Company and its subsidiaries as lessee, the
Company and its subsidiaries recognize assets and liabilities in the consolidated statements of
financial position at the beginning of the lease, at fair value of the leased property or the present
value of the minimum lease payments, if the present value is lower than fair value. Minimum lease
payments are apportioned between the financial expenses and the reduction of the lease liability.
Financial expenses are allocated to each period during the lease term so as to produce periodic
rate is constant over the remaining balance of the liability. The financial expenses are recognized
in the consolidated statements of comprehensive income.

210

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/19
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
s. R e n t (Continued)
Leased assets owned by the Company and its subsidiaries under financial leases are depreciated
consistently with the same method used for assets owned, or fully depreciated in a shorter period
of the lease term and the useful life of the leased property, if there is no reasonable certainty
that the Company and its subsidiaries will obtain ownership by the end of the lease.
Leases which not transfer substantially all the risks and benefit to ownership are classified as
operating leases. Operating lease payments are recognized as an expense in the consolidated
statements of comprehensive income on a straight-line method over the lease term.
t. Investment in associates company
7KH&RPSDQ\DQGLWVVXEVLGLDULHVDGRSWHG6)$61R5HYLVHG,QYHVWPHQWVLQ$VVRFLDWHV
&RPSDQ\ 7KLV UHYLVHG 6)$6 DSSOLHG UHWURVSHFWLYHO\ DQG WKH DFFRXQWLQJ IRU LQYHVWPHQWV LQ
associates entity in determining significant influence, accounting method to be applied,
impairment of investments and separate financial statements, effective 1 January 2011.
An associates company is an entity in which the Company and its subsidiaries have at least 20% but
not more than 50% of the voting rights, or where the Company has significant influence, but not
controlling. Associates entity is recorded using the equity method. By using this method, the
Company and its subsidiaries on consolidated statements of comprehensive income of associates is
recognized in the consolidated statements of comprehensive income, and the Company and its
subsidiaries on other comprehensive income after the acquisition date are recognized in other
comprehensive income. Changes and receipt in the distribution of dividends from associated
company after the acquisition date adjusted against the carrying amount of the investment.
If part of the Company and its subsidiaries of loss of associated company equals or exceeds its
interests in associates, including unsecured non-current receivables, the Company and its
subsidiaries derecognized its part further, unless the Company and its subsidiaries have no
obligation to make payments or have made payments on behalf of the associates company.
Unrealized gains on transactions between the Company or its subsidiaries with associates company
are eliminatHG WR WKH H[WHQW RIWKH &RPSDQ\s interest in associates company; unrealized losses
are also eliminated unless the transaction provides evidence the decline has occurred over the
value of the transferred asset.
Investments in associates company are derecognized when the Company and its subsidiaries no
longer have a significant influence. Companies and its subsidiaries measure the residual
investment at fair value. The difference between the carrying amount of remaining investment at
the date of a significant influence of loss and its fair value are recognized in consolidated
statements of comprehensive income.
Gains and losses arising from disposal of part or dilution arising in associates company where a
significant influence is retained and recognized in consolidated statements of comprehensive
income and only a proportionate part of the amount previously recognized in other comprehensive
income which are reclassified to consolidated statements of comprehensive income.

211

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/20
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
3. USE OF ESTIMATES
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Company and its subsidiaries consolidated financial statements requires
management to make judgements, estimates and assumptions that affect the reported amounts
of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the
end of the reporting period. Uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount of the asset and liability
affected in future periods.
The following judgements are made by management in the process of applying the Company and
LWV VXEVLGLDULHV DFFRXQWLQJ SROLFLHV WKDW KDYH WKH PRVW VLJQLILFDQW HIIHFWV RQ WKH DPRXQWV
recognized in the consolidated financial statements:
1. Financial Assets and Liabilities Classification
Company and its subsidiaries establish the classification of certain assets and liabilities as
financial assets and financial liabilities with a consideration if the specified definition from
SFAS No. 55 (Revised 2011) are met. Accordingly, financial assets and financial liabilities are
recognized in accordance to the accounting policies the Company and its subsidiaries as
disclosed in Note 2e.
2. Allowance for Impairment of Trade Receivables
The Company and its subsidiaries evaluate specific accounts where it has information that
certain customers are unable to meet their financial obligations.
In these cases, the Company and its subsidiaries use judgement, based on the best available
facts and circumstances, including but not limited to, the length of its relationship with the
FXVWRPHU DQG WKH FXVWRPHUV FXUUHQW FUHGLW VWDWXV EDVHG RQ WKLUG SDUW\ FUHGLW UHSRUWV DQG
known market factors, to record specific provisions for customers against amounts due to
reduce its receivable amounts that the Company and its subsidiaries expect to collect. These
specific provisions are re-evaluated and adjusted as additional information received affects
the amounts of allowance for impairment of trade receivables.
3. Estimation and Assumption
The key assumptions concerning the future and other key sources of estimation uncertainty at
the reporting date that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are disclosed below.
The Company and its subsidiaries based its assumptions and estimates on parameters
available when the consolidated financial statements were prepared. Existing circumstances
and assumptions about future developments may change due to market changes or
circumstances arising beyond the control of the Company and its subsidiaries. Such changes
are reflected in the assumptions when they occur.

212

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/21
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
3. USE OF ESTIMATES (Continued)
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (Continued)
4. Pension and Employee Benefits
The determination of the Company and its subsidiaries obligations and cost for pension and
employee benefits liabilities is dependent on its selection of certain assumptions used by the
independent actuaries in calculating such amounts. Those assumptions include discount rates,
future annual salary increase, annual employee turn-over rate, disability rate, retirement age
and mortality rate.
Actual results that differ from the Company and its subsidiaries assumptions are recognized
immediately in the consolidated statements of comprehensive income as and when they
occur. While the Company and its subsidiaries believes that its assumptions are reasonable
and appropriate, significant differences in the Company and its subsidiaries DFWXDO
experiences or significant changes in the Company and its subsidiaries assumptions may
materially affect its estimated liabilities for pension and employee benefits and net employee
benefits expense.
The carrying amount of the Company and its subsidiaries estimated liabilities for employee
benefits as of 31 July 2013, 31 December 2012, 2011 and 2010 amounted to Rp Rp 2,056,
Rp 8,664, Rp 19,662 and Rp 40,578, respectively. Further details are disclosed in Note 32.
5. Depreciation of Property, Plant and Equipment
The costs of property, plant and equipment are depreciated on a straight-line method over
their estimated useful lives. Management estimates the useful lives of property, plant and
equipment to be within 4 to 20 years while investment property and mature plantations to be
20 years. These are common life expectancies applied in the industries where the Company
and its subsidiaries conduct its businesses. Changes in the expected level of usage and
technological development could impact the economic useful lives and the residual values of
these assets, and therefore future depreciation charges could be revised.
The net carrying amount of the &RPSDQ\DQGLWVVXEVLGLDULHV property, plant and equipment
as of 31 July 2013, 31 December 2012, 2011 and 2010 amounted to Rp 513,730, Rp 441,794,
Rp 306,846 and Rp 216,563, respectively. Further details are disclosed in Note 12.
6. Income Tax
Significant judgement is involved in determining the provision for corporate income tax.
There are certain transactions and computation for which the ultimate tax determination is
uncertain during the ordinary course of business. The Company and its subsidiaries recognize
liabilities for expected corporate income tax issues based on estimates of whether additional
corporate income tax will be due.

213

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/22
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
4. CASH AND CASH EQUIVALENT
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Cash on hand
Rupiah

951

1,384

1,038

5,515

PT Bank Central Asia Tbk

5,888

74,850

14,754

10,121

PT Bank Internasional Indonesia Tbk

5,554

10,553

2,832

1,632

Cash in banks
Rupiah

PT Bank CIM B Niaga Tbk

5,352

4,397

5,050

1,817

PT Bank Ekonomi Raharja Tbk

3,153

5,798

27,489

21,651

PT Bank Permata Tbk

1,366

40,132

PT Bank Danamon Indonesia Tbk

1,310

5,126

5,780

PT Bank M ega Tbk

445

2,548

2,171

21

PT Bank Panin Indonesia Tbk

412

27

100

83

PT Bank M andiri (Persero) Tbk

117

10,002

PT Bank Rakyat Indonesia (Persero) Tbk

106

18

21

41

49

285

PT Bank Kospin Jasa

51

Hongkong Shanghai Bank Corporation

Sub-total

50
-

4,930

339

23,754

153,501

58,249

40,924

180

9,309

17,389

1,343

163

6,037

293

9,534

United States of America Dollar (USD)

PT Bank M ega Tbk
(31 Jul 2013: USD 17,448; 31 Dec 2012:
USD 843,182; 31 Dec 2011: USD 2,044,950;
31 Dec 2010: USD 149,407)
PT Bank Ekonomi Raharja Tbk
(31 Jul 2013: USD 15.821; 31 Dec 2012:
USD 587,038; 31 Dec 2011: USD 72,001;
31 Dec 2010: USD 1,060,346)
PT Bank Permata Tbk
(31 Jul 2013: USD 38,397)

395

179

917

15,346

17,682

10,877

PT Bank Central Asia Tbk

(31 Jul 2013: USD 17,447)
Sub-total

214

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/23
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
4. CASH AND CASH EQUIVALENT (Continued)
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Time deposits
Rupiah
PT Bank BPR Anugerah Harta Kaliwungu

500

500

500

4,105

PT Bank M andiri (Persero) Tbk

PT Bank Central Asia Tbk

40,000

PT Bank Danamon Indonesia Tbk

75,000

PT Bank CIM B Niaga Tbk

10,000

40,000

55,000

PT Bank M ega Tbk

100,000

PT Bank Pundi

40,000

PT Bank Pan Indonesia Tbk

90,000

PT BTPN

40,000

PT Bank Permata Tbk

10,000

Sub-total
Total Cash and Cash Equivalent

500

240,500

44,605

220,000

26,122

410,731

121,574

277,316

The interest rate per annum for cash in banks and time deposits have range are as follows:
2013

2012

2011

2010

2.75%

2.75%

3.50%

3.25%

0.25%

0.25%

0.25%

0.25%

8% - 9%

8% - 9%

8% - 9%

8% - 9%

Cash in banks
Rupiah - Interest rate per annum
United State Dollar - Interest rate per
annum
Time deposits
Rupiah - Interest rate per annum

215

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/24
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
4. TRADE RECEIVABLES
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes
2a, n, 44)

see Notes
2a, n, 44)

Third parties
PT M uncul Anugerah Sakti

30,632

29,704

22,870

15,773

PT Surya Sinar Berlian

27,481

21,022

14,502

10,516

PT M ulia Utama M andiri

22,110

12,667

13,062

12,318

PT M as Asih

22,099

20,787

14,798

10,456

PT Bintang M ega M andiri

12,871

10,274

5,574

5,013

CV Dadi M aju

9,099

8,815

5,655

6,723

PT Air Hidup Anugerah Abadi

8,876

6,096

6,795

4,719

PT Reski Laifasto

8,820

13,331

8,315

PT Lampung M as Inti Sejahtera

8,650

4,590

4,860

4,021

PT Yogya Abadi Perkasa

8,279

4,635

2,933

2,635

CV M uncul Anugerah Jaya

7,183

6,311

4,805

5,121

PT Cahaya Bhakti Karya Serasi

6,855

CV M uncul Anugerah Sejahtera

6,395

9,984

8,413

M . Hidayat Suwardi

4,425

3,500

2,510

UD Sido M akmur

4,053

2,872

2,879

UD Berkah Toba Jaya

3,976

3,114

4,672

CV Sindang Laya

3,878

2,533

2,912

3,590

UD Surya M andiri

3,445

3,580

2,940

3,097

CV Lestari M andiri Jaya

3,402

2,347

1,673

860

PT Bintang Jaya Niaga

3,270

2,521

1,737

887

UD Nusa Artha Damai

3,195

4,204

2,143

PT Pelita Nusa Raya

2,911

3,200

1,318

1,620

PT Anugrah Sukses M andiri

2,875

2,566

UD Cilacap M andiri M akmur

2,822

1,254

PT Tata Andika Guna

2,806

1,926

1,205

PT Tata Buana Niaga

2,707

3,668

1,112

807

Slamet Susanto

2,634

3,009

1,416

1,091

Buntaran Tanaya

2,030

1,722

1,443

1,128

UD Beto Jaya

1,971

UD M ekar Lestari

1,855

1,511
-

1,892
1,256

PT M uncul Anugerah Sejahtera

1,713

1,581

CV Surya Timur

1,651

1,345

1,395

234,969

191,232

140,753

Carried forward

216

1,496
-

99,640

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/25
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
5. TRADE RECEIVABLES (Continued)
31 December
2011
2010
(As restated, (As restated,
31 July
2013

see Notes
2a, n, 44)

2012

see Notes
2a, n, 44)

Third parties (Continued)

Brought forward

234,969

191,232

140,753

99,640

UD Buana Jaya (Jaya Bin Halim)

1,647

1,888

1,870

1,007

UD Cikarang

1,590

3,572

1,839

1,460

UD M ekar Sejahtera

1,449

1,916

Samsul M aarief

1,396

1,009

UD Sumber Rejeki

1,301

1,261

1,550

CV Setia M ulia

1,271

1,205

1,091

2,023
-

857
743
-

PT Gading Lestari Pharma

1,154

1,305

1,557

PT Tri Havian Sejahtera

1,140

2,475

3,078

2,058

PT M egasari Utama

1,106

Others (balance below Rp 1.000)

57,019

61,292

59,143

64,703

Less : Provision for impairment loss

(3,489)

(4,927)

(4,927)

(4,927)

300,553

260,923

207,725

167,098

Sub-total
Related parties
PT M uncul Armada Raya

281

207

33

314

212

207,937

167,102

PT Hotel Candi Baru

Sub-total
Trade Receivables - Net

300,867

260,923

Trade receivables denominated in the following currencies:

31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Third Parties :
Rupiah (IDR)
Dollar United State of America (USD)
Less : Provision for impairment loss
Total

217

303,946

265,548

212,343

171,917

96

302

309

108

(3,489)

(4,927)

(4,927)

(4,927)

300,553

260,923

207,725

167,098

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/26
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
5. TRADE RECEIVABLES (Continued)
Aging of trade receivables from the date of invoice are as follows:
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Trade Receivables:
Current

189,241

171,509

122,819

102,257

1 - 30 days

72,188

74,838

71,316

41,994

31 - 60 days

22,671

5,093

15,698

20,433

61 - 90 days

5,052

3,383

445

793

Over 90 days

15,204

11,027

2,586

6,552

304,356

265,850

212,864

172,029

(3,489)

(4,927)

(4,927)

(4,927)

300,867

260,923

207,937

167,102

Sub-total
Less : Provision for impairment loss
Trade Receivables - Net

The average credit period/year on sales of goods and services for the entire business of the
Company and its subsidiaries are less than 30 days. Significant financial difficulties from the
debtor, probability debtor bankrupt or financial reorganization and default or delinquency in
payments considered as an indication of impairment and provision for impairment is made based
on the amount that can not be recovered which is determined from past experience. Due to the
short- maturity, the carrying amount of trade receivables less or same as their fair values.
Allowance established by the Company and its subsidiaries have the following mutations:
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Beginning balance

4,927

Additional

1,355

(2,793)

Disposals
Ending balance

3,489

218

4,927

4,927

4,927

4,927

4,927

4,927

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/27
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
5. TRADE RECEIVABLES (Continued)
Elimination of trade receivables reserve value of Rp. 2,793 million is the aging of trade
receivables on a review of more than 1 year, where there is a settlement of receivables from
customers who had reserved as the allowance for impairment losses.
Based on past experience, management believes that the provision for allowance for doubtful
accounts is adequate and sufficient to cover losses on trade receivables which are not collectible
because there was no significant change in the credit quality and almost all outstanding amounts
can be recovered.
See Note 25 for information regarding to related parties and Note 38 regarding to risk
management for additional disclosures required by SFAS No. 60.
As of 31 July 2013, 31 December 2012, 2011 and 2010, there is no trade receivable of the
Company and its subsidiaries are pledged as collateral.
6. OTHER RECEIVABLES
31 December
2011
2010
(As restated, (As restated,
see Notes
see Notes

31 July
2013

2012

2a, n, 44)

2a, n, 44)

Third parties
Employee

101

130

Other

248

182

77

235

Sub-total

349

312

77

235

Related parties
Shareholders
Desy Sulistyo Hidayat

248,808

64,364

Irwan Hidayat

49,955

12,872

Sofyan Hidayat

49,955

12,872

Johan Hidayat

49,955

12,872

Sandra Linata Hidajat

49,955

12,872

David Hidayat

49,955

12,872

Carried forward

498,583

128,724

219

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/28
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
6. OTHER RECEIVABLES (Continued)
31 December
2011
2010
(As restated, (As restated,
see Notes
see Notes

31 July
2013

2012

2a, n, 44)

2a, n, 44)

Related parties (Continued)

Brought forward

498,583

PT Hotel Candi baru

87,975

115,061

PT Daya Cipta Tiara

53,200

50,000

PT Gasindo

1,810

1,810

PT Sido M uncul Pupuk Nusantara

1,442

300

PT M uncul Putra Offset

128,724

50,000

1,810

30

Sub-total

144,727

665,454

180,564

Total

145,076

665,766

180,641

235

As of 31 July 2013, 31 December 2012, 2011 and 2010 there is no employee receivables that are
included in the key management. All employee receivables are owned by production employees.
Other current financial assets related to operating activities are non-binding and the average will
be repaid within 1 year.
7. INVENTORIES
31 December
2011

2010

(As restated, (As restated,

31 July
2013
Finished goods

2012

52,261

Work-in-process
Raw material and packaging

55,272

see Notes

see Notes

2a, n, 44)

2a, n, 44)

52,787

188

90

56

204,723

179,720

153,191

121,601
173

Fu e l

176

150

Alcohol

282

92

235,540

206,276

Total

50,613

257,172

172,389

There is no allowance for obsolesence items that formed as of 31 July 2013, 31 December 2012,
 DQG  7KH &RPSDQ\s management believes that all the inventory can be sold at
a reasonable price level and/or used in accordance to its designation period.

220

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/29
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
7. INVENTORIES (Continued)

As of 31 July 2013, 31 December 2012, 2011 and 2010, inventories were insured against fire,
earthquakes and other risks (all risk), with a sum insured of each is Rp 214,325, Rp 212,675,
Rp 112,675 and Rp 100,000 for raw materials and finished goods.
As of 31 July 2013, 31 December 2012, 2011 and 2010, there is no inventories of the Company
and its subsidiaries are pledged as collateral.
8. ADVANCES PAYMENTS AND PREPAID EXPENSES
a. Advance payments
31 December
2011

2010

(As restated, (As restated,

31 July

see Notes

see Notes

2012

2a, n, 44)

2a, n, 44)

30

50

732

2013
Current assets
Raw material purchase
Packaging purchase
Advertising

904
7,235

1,629

Purchases of property and

equipment

Shipping

Insurance

9,593
4,105

Others

8,461

9,590

1,162

2,667

Sub-total

9,273

9,590

12,508

14,793

34,596

17,277

8,999

22,363

43,869

26,867

21,507

37,156

Non-Current Asset
Advances for purchases of property
and equipment
Total

Advances for purchase of machine represent advances the purchase of machine to

PT Alam Tehnik Semesta, PT Jonan Automatic Machine, Pampac Machines Put Ltd,
PT Aweco Indosteel, PT Mastevi, PT SPX Flow Technology, PT Imas Asri Mulia and
E&E Verfahrenstechnik.

221

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/30
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
8. ADVANCES PAYMENTS AND PREPAID EXPENSES (Continued)
a. Advance payments (Continued)
The table below describes the amount of advances payment of machinery in foreign currency:
31 Desember
2011

2010

(As restated, (As restated,

31 July
2013
United State Dollar
Euro

2012

3,827

2,623

see Notes

see Notes

2a, n, 44)

2a, n, 44)

731

276

Japan Yen

19,195

Singapore Dollar

284

Total

6,450

731

19,755

b. Prepaid expenses
31 December
2011

2010

(As restated, (As restated,

31 July
2013
Insurance
Re n t
Others

2012

see Notes

2a, n, 44)

2a, n, 44)

54

80

83

1,652

1,034

12,525

Total

see Notes

46
1,706

66
-

1,160

88

12,608

154

9. INVESTMENTS IN ASSOCIATES COMPANY

31 July 2013

PT Hotel Candi Baru

Carry ing value

Additions/

of beginning

(disposal)

Net

of ending

balanc e

of investment

profit

balanc e

101,903

222

(101,903)

Carry ing value

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/31
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
9. INVESTMENTS IN ASSOCIATES COMPANY (Continued)
31 Dec ember 2012

PT Hotel Candi Baru

Carry ing value

Additions/

of beginning

(disposal)

Net

of ending

balanc e

of investment

profit

balanc e

101,754

Carry ing value

149

101,903

31 Dec ember 2011 (As restated, see Notes 2a, n, 44)

PT Hotel Candi Baru

Carry ing value

Additions/

of beginning

(disposal)

Net

of ending

balanc e

of investment

profit

balanc e

Carry ing value

100,000

1,754

101,754

Summary of financial statements of the associates company as of 31 December 2012 and 2011,
are as follows:
31 Dec ember 2012
Domic ile
PT Hotel Candi Baru

Indonesia

Total

Total

assets

liabilities

548,396

338,871

Revenue

Net

Ow nership

profit

perc entage

25,693

298

50%

31 Dec ember 2011 (As restated, see Notes 2a, n, 44)

Domic ile
PT Hotel Candi Baru

Indonesia

Total

Total

assets

liabilities

259,809

50,583

Revenue
18,372

Net

Ow nership

profit

perc entage

3,507

50%

PT Hotel Candi Baru

Based on Notarial deed No. 29 dated 24 March 2011, made in presence Subyanto Putro, S.H.,
M.Kn., Notary in Semarang, the Company purchased 100,000 shares with a value of Rp 1,000,000
(in Rupiah full amount) per share that represents ownership of 50% ownership with cost of
Rp 100,000.
PT Hotel Candi Baru, an associate company, is engaged to hospitality service comprised of
lodging service by providing lodging, restaurant, bar and coffee shop, laundry services, function
rooms, sport and fitness facilities and other services necessary for hospitality service and
conducting other hotel business. PT Hotel Candi Baru is located in Semarang, Central Java.
In accordance with Notarial deed No. 11 dated 15 February 2013, made in presence Dewikusuma,
S.H., Notary in Semarang, the Company had released their ownership of shares in PT Hotel Candi
Baru to Irwan Hidayat, Sofyan Hidayat, Johan Hidayat, Sandra Linata Hidayat, David Hidayat
amounted to Rp 101,000. Loss on disposal of investment amounted to Rp 903 is recorded in other
operational expenses.

223

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/32
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
10. INVESMENTS
a. Universal Ventures Fund, SCC
31 December
2011

2010

(As restated, (As restated,

31 July
2013
Universal Ventures Fund, SCC

614,563

see Notes

see Notes

2012

2a, n, 44)

2a, n, 44)

The Company and its subsidiaries have funds which has not been specifically determined
for its intended use. The funds are planned to be used for business development in the
future regarding to the expected rate of return on the market to increase the added value
for all shareholders. In order the above mentioned fund have a higher rate than the deposit
interest rate, the Company made a placement of investment funds in Universal Ventures
Fund, SCC. Based on the historical opinion of the Company and its subsidiaries, Universal
Ventures Funds SCC can provide sufficient returns for the Company and its subsidiaries,
which are encouraged by the composition of the investment in the emerging markets of
Universal Ventures Fund SCC.
Investment in Universal Ventures Funds SCC amounted to Rp 608,779 or equivalent with
USD 59,231,300 (full amount) which is owned by PT Industri Jamu dan Farmasi Sido Muncul,
PT Muncul Mekar and PT Semarang Herbal Indo Plant respectively amounted to Rp 256,436
or equivalent with USD 24,950,000 (full amount), USD Rp 301,056 or equivalent with
29,291,300 (full amount) and Rp 51,287 or equivalent with USD 4,990,000 (full amount)
after deducting the management fee of 0.2% (Note 36). The investment is classified as
available-for-sale investments. This investment has a risk of fluctuations in the rate of
return depends on the condition of the market value from these securities on the date of
disbursement. To anticipating this matter, the Company made an oversight by monitoring
information regarding to the market value of investment based on periodic reports
obtained from Universal Ventures Fund SCC.
At the financial position date, the net asset value owned by PT Industri Jamu dan Farmasi
Sido Muncul, PT Muncul Mekar and PT Semarang Herbal Indo Plant respectively amounted
to USD 25,187,025, USD 29,569,565 and USD 5,037,405. The different between carrying
value of an investment with a net asset value Rp 5,784 is recorded in other comprehensive
income.
Company and subsidiaries are planning to dilute such investment in the near future or at
the latest on 30 June 2014 (Note 46).
b. PT Sido Muncul Pupuk Nusantara
The Company has investments in shares in PT Sido Muncul Pupuk Nusantara amounted to
Rp 60,000,000 (in Rupiah full amount) or equivalent to 10% of paid-up capital in
31 Juli 2013. The investment is classified as available-for-sale investments.

224

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/33
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
11. RESTRICTED FUNDS
31 December
2011

2010

(As restated, (As restated,

31 July

see Notes

see Notes
2a, n, 44)

2013

2012

2a, n, 44)

Time deposit
PT Bank Central Asia Tbk
(31 December 2010: 50,400,000 Yen)

5,558

Restricted funds are related to the opening of the Letter of Credit on the purchase of wrapping
and packaging machinery to Topack Ltd.
Interest rates of time deposits of restricted fund have approximately 8% per annum range for
the year ended 31 December 2010.
12. PROPERTY, PLANT AND EQUIPMENT
31 July 2013
Beginning balanc e
1 Jan 2013

A dditional

Deduc tion

Rec lassific ation/

Ending balanc e

Correc tion

31 Jul 2013

A c quisition c ost
Direc t ow nership
Land

165,126

Building

117,356

Machine

1,888

23,000

142,126

119,244
343,492

252,123

91,749

380

Equipment

28,813

20,173

1,996

46,990

Vehicles

23,259

960

1,029

23,190

709

192

901

587,386

114,962

26,405

675,943

7,656

8,174

Office equipment
Subtotal
Construc tion-in-progress
Bulding
Machine and equipment
Sub total
Total A c quisition c ost

592

15,830

221

371

7,656

8,766

221

16,201

595,042

123,728

26,626

692,144

225

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/34
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
12. PROPERTY, PLANT AND EQUIPMENT (Continued)
31 July 2013
Beginning balanc e
1 Jan 2013

Rec lassific ation/ Ending balanc e

Additional

Deduc tion

Correc tion

31 Jul 2013

Ac c umulated deprec iation

Direc t ow nership
Building

25,578

3,264

28,842

Machine

99,730

19,230

293

118,667

Equipment

18,717

2,895

862

20,750

9,049

1,659

839

9,869

174

112

286

Total Accumulated Depreciation

153,248

27,160

178,414

Book V alue

441,794

Vehicle
Office equipment

1,994

513,730

31 Dec ember 2012

Beginning balanc e
1 Jan 2012

Rec lassific ation/ Ending balanc e

A dditional

Deduc tion

Correc tion

31 Dec 2012

A c quisition c ost
Direc t ow nership
Land

72,247

86,042

59

6,896

165,126

Building

78,316

17,831

219

21,428

117,356

Machine

214,957

37,166

Equipment

24,123

4,697

Vehicles

19,885

4,867

2,457

464

245

409,992

150,848

Office equipment
Sub total

252,123

28,813
964

23,259

2,742

709
29,288

587,386

Financ ial lease

Vehicle

964

(964)

13,626

22,354

(28,324)

424,582

173,202

Construc tion-in-progress
Bulding
Total A c quisition Cost

2,742

7,656
595,042

A c c umulated deprec iation

Direc t ow nership
Building

20,911

4,854

Machine

72,082

27,648

Equipment

15,956

2,765

8,636

2,304

2,013

29

145

Vehicle
Office equipment

187
-

25,578

99,730

18,717
122

9,049

174

Financ ial lease

Vehicle

122

Total Accumulated Depreciation

117,736

Book V alue

306,846

226

37,716

(122)
2,204

153,248
441,794

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/35
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
12. PROPERTY, PLANT AND EQUIPMENT (Continued)
31 Dec ember 2011 (As restated, see Notes 2a, n, 44)
Beginning balanc e
1 Jan 2011

Rec lassific ation/ Ending balanc e

Additional

Deduc tion

Correc tion

66,992

31 Dec 2011

Ac quisition c ost
Direc t ow nership
Land

5,255

Building

76,069

Machine

72,247
2,247

78,316

37,308

214,957

147,119

41,209

10,679

Equipment

22,434

1,720

31

24,123

Vehicles

14,356

6,157

628

19,885

225

239

464

265,458

116,317

Office equipment
Sub total

11,338

39,555

409,992

Financ ial lease

Vehicle

964

964

Construc tion-in-progress
Bulding

10,916

Machine and equipment

37,308

Sub total

48,224

4,957

314,646

121,274

Total Ac quisition Cost

4,957
-

(2,247)

(37,308)

13,626

(39,555)

11,338

424,582

20,911

13,626

Ac c umulated deprec iation

Direc t ow nership
Building

16,949

3,962

Machine

60,435

20,761

9,114

72,082

Equipment

13,350

2,628

22

15,956

7,257

1,769

8,636

29

Vehicle
Office equipment

390

29

92

30

98,083

29,179

Financ ial lease

Vehicle
Total Accumulated Depreciation
Book V alue

9,526

122

117,736

216,563

306,846

31 Dec ember 2010 (As restated, see Notes 2a, n, 44)

Beginning balanc e
1 Jan 2010

Rec lassific ation/ Ending balanc e

Additional

Deduc tion

Correc tion

31 Dec 2010

Ac quisition c ost
Direc t ow nership
Land

5,255

Building

69,071

518

Machine

5,255
6,480

76,069

133,814

13,305

147,119

Equipment

16,680

6,135

381

22,434

Vehicles

14,211

1,669

1,524

14,356

Office equipment
Sub total

225
239,031

227

21,852

1,905

225
6,480

265,458

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/36
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
12. PROPERTY, PLANT AND EQUIPMENT (Continued)
31 Dec ember 2010 (As restated, see Notes 2a, n, 44)
Beginning balanc e
1 Jan 2010

Rec lassific ation/ Ending balanc e

Additional

Deduc tion

Correc tion

31 Dec 2010

A c quisition c ost (Continued)

Financ ial lease
Vehicle

383

581

3,047

14,349

37,308

3,047

51,657

242,461

74,090

964

Construc tion-in-progress
Bulding
Machine and equipment
Sub total
Total A c quisition Cost

(6,480)
(6,480)
1,905

10,916
37,308
48,224

314,646

A c c umulated deprec iation

Direc t ow nership
Building

13,125

3,824

16,949

Machine

43,679

16,756

60,435

Equipment

11,400

2,324

374

13,350

6,168

1,493

404

7,257

Vehicle
Financ ial lease
Vehicle
Total accumulated depreciation
Book V alue

56

36

74,428

24,433

92

98,083

168,033

216,563

Depreciation expenses of property, plant and equipment for the 7 months period ended
31 July 2013 and 2012 and the years ended 31 December 2012, 2011 and 2010 are allocated to:
31 Dec ember

31 July

2012
2013
Cost of goods sold (Note 28)

(unaudited)

2012

2011

2010

(A s restated,

(A s restated,

see Notes

see Notes

2a, n, 44)

2a, n, 44)

24,225

15,076

36,679

28,140

22,933

850

268

458

492

497

Marketing ad selling expenses

(Note 30)
General and administrative expenses
(Note 31)
To tal

2,085

4,211

579

547

1,003

27,160

19,555

37,716

29,179

24,433

228

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/37
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
12. PROPERTY, PLANT AND EQUIPMENT (Continued)
Gains on sale of property, plant and equipment during the seven months period ended
31 July 2013 and 2012 and the years ended 31 December 2012, 2011 and 2010 are as follows:
31 December

31 July

2012
2013
Sales proceed
Book value

(unaudited)

2012

2011

2010

(As restated,

(As restated,

see Notes

see Notes

2a, n, 44)

2a, n, 44)

33,429

2,518

3,984

911

(24,411)

(538)

(1,811)

(719)

9,018

1,980

2,173

192

Gain on sale of property,

plant and equipment

As of 31 July 2013, 31 December 2012, 2011 and 2010, all of property, plant and equipment are
insured against fire, theft and other losses under a certain policy package with a sum insured
amounted to Rp 318,857, Rp 576,067, Rp 131,443 and Rp 196,828, respectively. Management
believes that the insurance coverage is adequate to cover possible losses on insured risks.
%DVHGRQPDQDJHPHQWs evaluation, there were no events or changes in circumstances indicate
an impairment of assets as of 31 July 2013, 31 December 2012, 2011 and 2010.
As of 31 July 2013 and 31 December 2012, the Company and its subsidiaries have 29 plots of
land covering an area of 324,494 m2, as of 31 December 2011 and 2010, the Company and its
subsidiaries have 11 plots of land covering an area of 156,951 m2. All of lands are registered on
behalf of PT Industri Jamu dan Farmasi Sido Muncul and its subsidiaries.
As of 31 July 2013, 31 December 2012, 2011 and 2010, most of property, plant and equipment
which assets are pledged to the PT Bank Ekonomi Raharja Tbk, PT Bank Central Asia Tbk: Land,
Buildings, and Machines (Note 14).
In 2013, the Company and its subsidiaries conduct a review of the useful lives of property,
plant and equipment, and there is no change in the useful lives of property, plant and
equipment that need to be done.

229

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/38
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
12. PROPERTY, PLANT AND EQUIPMENT (Continued)
Appraisal of property, plant and equipment of PT Industri Jamu dan Farmasi Sido Muncul
Property, plant and equipment are assessed by KJPP Benedictus Darmapuspita dan Rekan
through Report File No. BDR 2013-0384/A1-A4, B1-B4.C dated 19 September 2013.
The details of summary report assessment result are as follow:
PT Industri Jamu dan Farmasi Sido Muncul
Properti

Replacement cost, New

Market value

Land

205,623

205,623

Building and complementary tools

292,103

256,663

M achinery and equipment

342,710

209,424

5,591

5,591

14,445

14,445

860,472

691,746

Heavy equipment
Vehicle and supporting tools
Total

PT Muncul Mekar
Properti

Replacement cost, New

Land, building and complementary tools

18,555

M achinery and equipment

Market value
18,555

100

45

Vehicle

4,960

4,960

Total

23,614

23,560

PT Semarang Herbal Indo Plant

Properti

Replacement cost, New

Building

Market value

289

266

M achinery and equipment

50,511

47,212

Total

50,800

47,478

230

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/39
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
13. OTHER NON CURRENT ASSETS
31 December
2011
2010
(As restated, (As restated,
see Notes
see Notes

31 July
2013
Intangible assets - Net

2012

2a, n, 44)

186

118

Others

32

32

Total

218

150

2a, n, 44)

179

139

324
179

463

The above mentioned intangible assets are software owned by subsidiary, PT Muncul Mekar.
31 July 2013
Beginning

Ending
Additional

balanc e

Deduc tion

balanc e

Ac quisition value

242

109

351

Ac c umulated amortization

124

41

165

Book value

118

186
31 Dec ember 2012

Beginning

Ending

balanc e
Ac quisition value

242

Ac c umulated amortization

63

Book value

Additional

Deduc tion

242

124

61

balanc e

179

118

31 Dec ember 2011 (As restated, see Notes 2a, n, 44)

Beginning

Ending
Additional

balanc e
Ac quisition value

balanc e

148

94

242

54

63

Ac c umulated amortization
Book value

Deduc tion

139

179

31 Dec ember 2010 (As restated, see Notes 2a, n, 44)

Beginning
balanc e

Ending
Additional

Deduc tion

balanc e

Ac quisition value

148

148

Ac c umulated amortization

Book value

231

139

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/40
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
13. OTHER NON CURRENT ASSETS (Continued)
7KH&RPSDQ\DQGLWVVXEVLGLDULHVPDQDJHPHQWEHOLHYHWKat there is no significant difference
between the fair value of property, plant and equipment and its carrying amount.
Amortization expense on intangible assets for the seven month period ended 31 July 2013 and
the years ended 31 December 2012, 2011 and 2010 amounting to Rp 41, Rp 61, Rp 54 and Rp 9
are charged to general and administrative expenses.
14. SHORT-TERM BANK LOANS
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

PT Bank Central Asia Tbk

Time loan revolving

70,000

Loan overdraft

42,339

298,751
-

PT Bank Ekonomi Raharja Tbk

Loan overdraft

Total

112,339

46

139

298,797

139

PT Bank Central Asia Tbk

As of 28 September 2010, the Company obtained a loan facility from PT Bank Central Asia Tbk
as stated in the Credit Agreement No. 616/353/KRD/SMG/10 and the Credit Agreement No. 10
dated 16 November 2007, whereas the two agreements are combined and restated with
Amendment and Restatement of Credit Agreement No. 150 dated 16 March 2012 as amended
through Amendment to Credit Agreement No. 138 dated 21 December 2012 and No. 86 dated
18 January 2013.
The loan facilities consist of:
a. Local Credit Facility (Current Account) with a maximum limit of Rp 200,000 valid
16 November 2012 until 16 November 2013 with interest rate of 8.5% per annum.
b. Omnibus Facility Letter of Credit (L/C), which consists of Sight L/C and Usance L/C with a
maximum limit of Rp 20,000 valid 16 November 2012 until 16 November 2013 with the
Commission L/C 0.2% per annum calculated from the L/C value issued and Acceptance
Commission of 0.6% per annum.
c. Time Loan Revolving facility with a maximum limit of Rp 300,000 which is valid
21 December 2012 until 21 December 2013 with interest rate of 8.5% per annum.
As of 31 December 2012, the maximum Time Loan Revolving facility has been entirely
withdrawn and such balance is still outstanding.

232

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/41
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
14. SHORT-TERM BANK LOAN (Continued)
PT Bank Central Asia Tbk (Continued)
Collateral for the credit facility are as follow:
1. Three plots of land on Jl. Raya Kaligawe KM 3, Semarang, Central Java, registered on behalf
of Desy Sulistio Hidayat, Irwan Hidayat, Jonatha Sofyan Hidayat, Johan Hidayat, Sandra
Linata Hidajat and Rudy (David) Hidayat;
2. A plot of land on Jl. Cipete Raya No. 81, South Jakarta, DKI Jakarta, registered on behalf of
Irwan Hidayat;
3. A plot of land on Jl. Cipete Raya No. 78, South Jakarta, DKI Jakarta, registered on behalf of
Desy Sulistio Hidayat;
4. A plot of land on Jl. Pratama Desa Benoa, Kuta, Badung, Bali, registered on behalf of
PT Hotel Candi Baru;
5. A plot of land on Bergas Kidul Distric, Semarang, registered on behalf of PT Industri Jamu
dan Farmasi Sido Muncul;
6. Five plots of land on Muktiharjo, Semarang, registered on behalf of PT Industri Jamu dan
Farmasi Sido Muncul;
7. Fifteen plots of land on Diwak Distric and Bergas Kidul Distric, Semarang, registered on
behalf of PT Industri Jamu dan Farmasi Sido Muncul;
8. A plot of land on Bergas Kidul Distric, Semarang, registered on behalf of PT Industri Jamu
dan Farmasi Sido Muncul; and
9. Machineries including tools and equipment in Ngempon Distric, Bergas Kidul, Semarang.
During the loan has not yet been repaid, the Company is prohibited to e.g share their dividends
to the shareholders (if the Company financial condition is not met with the established
financial covenant), as long as its loan is not settled. Such term and condition are not prevailed
if the Company has been Go Public.
As of 31 July 2013, for the Local Credit Facility (Bank Statement) with a maximum limit of
Rp 200,000 million, the balance of unused credit facilities amounted to Rp 157,661 million. This
credit facility bears interest rate of 8.5% per annum paid on the 1st of each month and will be
due on 16 November 2013.
On July 31, 2013, for the Time Revolving Loan Facility with a maximum limit of Rp 300,000, the
Company has already drawn at Rp 70,000. This credit facility will be paid at the latest than
19 December 2013 and will mature on 21 December 2013.
As of 31 July 2013, the Company has not used Omnibus Letter of Credit (L/C) Facility, which
consists of Sight L/C and Usance L/C with a maximum of Rp 20,000 million. Omnibus L/C
facility will be due on 16 November 2013.

233

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/42
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
14. SHORT-TERM BANK LOAN (Continued)
PT Bank Central Asia Tbk (Continued)
The Things That Must be Done by Debtor
Loans above have to meet the requirements below:
a. The entire Joint borrower Debtor credit facilities, cross default and cross collateral with all
facilities of PT Hotel Candi Baru and this conditions may be revoked after the entire
facilities of PT Hotel Candi Baru has been settled;
b. Purchase transaction of shares of PT Muncul Mekar and PT Semarang Herbal Indo Plant; as
well as additional paid-in capital on behalf of the Debtor in minimum of Rp 800,000 million
should be reflected in the Audited Financial Statements of the Debtor in 2012;
c. As a minimum 99% of shares of PT Muncul Mekar and PT Semarang Herbal Indo Plant must be
owned by Debtor;
d. Debtor required to maintain its majority ownership by HidayatV)DPLO\ZLWKDPLQLPXPRI
75% of shares either directly or indirectly;
e. 0RVWRIWKH'HEWRUVILQDQFLDODFWLYities is centered at BCA;
f. 'HEWRU UHTXLUHG WR VXERUGLQDWH VKDUHKROGHUV RU DIILOLDWHGV ORDQ (in current period or
future) toward loans at BCA;
g. Debtor required to insure collateral on insurance carrier which accepted by BCA on
minimally all risk property included force majeure with BCA Bankers Clause;
h. Requirement WRPDLQWDLQLWVILQDQFLDOFRYHQDQWRQ'HEWRUVTXDUWHUO\ILQDQFLDOVWDWHPHQWV
as follows:
Current Ratio with minimum of 1.5 times (Definition of Current Assets and Current
Liabilities in accordance with Audited Financial Statements);
Debt/Equity Ratio with maximum of 2 times;
EBITDA (Interest + Installment) with minimum 2.5 times;
Requirement to submit:
i. Consolidated Financial Statements for the period of 2010 and 2011 audited by
Independent Public Accountant which accepted by BCA at the latest date of
31
March 2013;
ii. Audited Financial Statement for the period of 2012 and so on(parent only version and
consolidated) not later than 180 (one hundred eighty) days of calendar after closing
date;
iii. Quarterly Internal Financial not later than 90 (ninety) days of calendar since the
reporting date;
iv. Appraisal report made by an Independent Appraiser accepted by BCA for a 2 years
minimum.

234

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/43
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
14. SHORT-TERM BANK LOAN (Continued)
PT Bank Central Asia Tbk (Continued)
The Things That Must Not be Done by Debtor:
a. Gains additional loans from bank or other Financial Institutions and committed itself as
underwriter/guarantor in any form or any name;
b. Sells, releases or collateralizes immovable principal assets or principal assets used to
conduct its business;
c. Transfers all patent brands, goodwill owned directly and indirectly;
d. Shares dividend distribution to shareholders (this clause is not valid if the debtor has done
its Initial Public Offering);
e. Lends money to third parties (outside the group of business); except to perform the daily
business;
f. Conducts transactions with someone or some parties including but not limited to affiliates in
a different way or beyond existing practices and habits;
g. Conducts investments, inclusions or starts a new business other than the existing business;
h. Conducts merger, segregation, consolidation, acquisition or liquidation;
i. Changes institutional status and articles of association.
The Company has complied with all financial covenants in the consolidated financial
statements as at 31 July 2013.
Based on Lending Notice (SPPK), No. 10037/GBK/2013 dated 30 January 2013 issued by PT Bank
Central Asia Tbk, explained that the provisions on institutional change became public company
status has been approved and deleting provisions regarding dividend restrictions.
PT Bank Ekonomi Raharja Tbk
Based on Notarial deed of Mrs. Angelique Tedjajuwana, S.H., No. 31 dated 19 February 1997,
the Company obtained a short-term bank loan of PT Bank Ekonomi Raharja Tbk of Acceptance
Loan facility. The agreement has been amended several times, most recently is Recognition of
Debt Conversion Agreement No. 3 dated 1 September 2004 by Notary S.Y. Judiastuti, S.H., and
amended by a letter of credit extension amendment PT Bank Ekonomi Raharja Tbk,
No: 80100096/PRK-PA dated 19 February 2009, Loan Acceptance facility (LA) with a limit of
Rp 4,500 and Loan Overdraft facility (LO) Rp 500 with term loan facility dated 19 February 2009
until 19 February 2010. On the loan charged interest at 9.75% per annum.

235

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/44
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
15. TRADE PAYABLES
Trade payables mainly represent liabilities for purchase of raw materials and finished goods
from some local and overseas suppliers, purchases of goods, advertising and promotion, as well
as other services.
a. Details of trade payables based on supplier are as follows:
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Third parties
PT DNP Indonesia

9,863

20,447

18,184

8,546

PT Indesso Niagatama

9,457

PT Hokiwan Farma

9,423

14,829

17,733

11,279

5,765

10,168

2,627

PT Nutrasweet Indonesia

8,325

10,865

8,912

5,637

PT Artha M anis Abadi

4,976

2,562

3,851

Bejo Iskandar (Ody Karya)

4,381

4,169

1,087

Naturoz

3,695

2,786

1,185
-

PT M ane Indonesia

3,652

5,417

3,792

2,099

PT Dian Cipta Perkasa

3,439

7,799

5,767

6,565

PT M enjangan Sakti

3,472

17,192

2,223

14,291

PT Ekacitta Dian Perkasa

3,156

8,365

16,843

2,511

Rachmad

2,749

1,239

2,440

1,460

PT Karsavicta Satya

2,665

2,132

2,322

1,812

Yanuar Susanto

2,345

1,505

CV Bhakti Pratama

2,139

5,012

1,182

Samudra M ontaz

1,978

1,116

1,697

Grand M ulti Chemical

1,850

2,413

Signa Husada

1,796

1,108

CV Sukses M akmur

1,522

Lili

1,487

CV Tani Kawan Lama

1,320

PT Nusa Indah

1,272

CV Surya Kencana

1,262

M itra Kimia Guna Serasi

1,239

1,290

87,463

117,587

Carried forward

236

1,576

1,317

2,821

2,196

98,339

62,208

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/45
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
15. TRADE PAYABLES (Continued)
a. Details of trade payables based on supplier are as follows:
31 December
2011

2010

(As restated, (As restated,

31 July
2013
Brought forward

2012

87,463

see Notes

see Notes

2a, n, 44)

2a, n, 44)

117,587

98,339

62,208

PT M adu Sumbawa Alami

1,087

Indolakto

1,055

PT Halim Sakti Pratama

963

1,054

1,382
1,356

Damai Rukun Bersama

801

2,957

Hendriyanto

778

1,450

PT Lautan Luas

658

1,394

248

PT Brenntag

1,277
-

1,294

1,288

1,187

Armananta Eka Putra

6,358

Pancaran Niaga

1,132

CV Sido M ulyo

3,137

Agus Kristanto

1,819

PT Pajasama Sakti

Others (each below Rp 1,000)

17,687

59,657

21,780

13,213

110,740

192,776

124,174

84,324

31,139

14,320

155,313

98,644

Sub-total

1,405

Related party:
PT M uncul Putra Offset (Note 25)

15,095

Total

125,835

192,776

Nature of the relationships and transactions between the Company and its subsidiaries with
related parties are described in Notes 2b and 25.
Trade payables are not guaranteed, are not interest bearing and are generally subject to
the terms of payment between 1 day to 60 days.

237

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/46
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
15. TRADE PAYABLES (Continued)
Trade payables denominated in the following currencies:
31 Desember
2011

2010

(As restated, (As restated,

31 July
2013
United State of America Dollar

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

4,190

76,921

67,085

49,149

Euro

41

1,929

1,023

619

Singapore Dollar

18

137

119

380

Hongkong Dollar

Japan Yen

96

437

16. OTHER PAYABLES

31 July
2013

31 December
2011
2010
(As restated, (As restated,
see Notes
see Notes
2a, n, 44)
2a, n, 44)

2012

Third Parties
Sales guarantee

10,175

35,200

Armananta Eka Putra

5,505

Outlet bonus

2,763

119

Jamsostek
E & E Verfahrenstechnik GmbH

Others - (each below Rp 1 billion)

Sub-total

135

430

3,872

3,088

12,716

100

1,248

21,537

48,041

235

5,554

Related parties
Shareholder
Dessy Sulistio Hidayat

3,489

14,366

Irwan Hidayat

698

2,874

Johan Hidayat

698

2,874

Sofyan Hidayat

698

2,874

Sandra Linata Hidajat

698

2,874

10,094

12,570

1,707

1,009

856

1,203

Sub-total

18,082

39,441

856

1,203

Total

39,619

87,482

1,091

6,757

David Hidayat
PT M uncul Armada

Debt to related parties are in the normal order of business transactions (arm's length) and no
imposition of interest.

238

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/47
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
16. OTHER PAYABLES (Continued)
Shareholders
Especially is payable to David Hidayat (shareholders) in connection with the purchase building
amounting to Rp 9,396 in 2012.
Is royalty payable to shareholders amounting to Rp 6,979 and Rp 28,736 on 31 July 2013 and
31 December 2012.
PT Muncul Armada Raya
Is payable to MM which arise in connection with the use of transportation services.
17. TAXATION
a. Prepaid taxes
31 December
2011

2010

(As restated, (As restated,

31 July
2013

see Notes

see Notes

2012

2a, n, 44)

2a, n, 44)

The Company
Income Tax Article 28A
2009

569

2010

604

2011

826

1,999

Sub-total
Subsidiaries
Value-Added Tax

1,585

943

Income Tax Article 28A (Note 17d)

2010

637

637

2011

32

32

32

2012

471

471

Sub-total

503

1,140

2,254

1,580

2,502

1,140

2,254

1,580

Total Consolidated

239

637
-

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/48
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
b. Tax Payable
Corporate Income Tax
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Corporate Income Tax

Consolidated
Income Tax Article 25

9,748

4,695

464

1,491

Income Tax Article 29

22,462

155,124

100,957

111,482

Total

32,210

159,819

101,421

112,973

8,838

4,246

Corporate Income Tax

Company
Income Tax Article 25

1,058

Income Tax Article 29

31 July 2013

13,199

31 December 2012

722

53,424

31 December 2011

52,715

54,828

31 December 2010

32,399

37,399

88,135

31 December 2009

8,633

8,633

22,318

22,759

151,417

100,860

111,511

910

449

464

433

Sub-total
Subsidiaries
Income Tax Article 25
Income Tax Article 29
31 July 2013

8,440

31 December 2012

11

7,863

31 December 2011

58

58

65

31 December 2010

32

32

32

31 December 2009

Sub-total
Corporate Tax Payable - Consolidated

240

1,029

9,451

8,402

561

1,462

32,210

159,819

101,421

112,973

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/49
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
b. Taxes payable (Continued)
Other Tax Payable
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Consolidated
Value-Added Tax - Output

8,459

4,485

7,065

Income Tax Article 21

1,245

4,231

2,165

Income Tax Article 22

43

34

38

Income Tax Article 23

1,481

Income Tax Article 26

284

Income Tax Article 4 (2)

78

8,409

8,389
1,967
-

128

57
-

61,168

54

Other Tax Payable

19,886

Total

11,590

78,327

9,396

30,353

7,698

1,401

6,314

8,389

830

3,447

1,350

1,501

The Company
Value-Added Tax - Output
Income Tax Article 21
Income Tax Article 22

43

34

38

Income Tax Article 23

1,444

8,366

102

Income Tax Article 26

122

Income Tax Article 4 (2)

78

30
-

55,938

54

Other Tax Payable

19,886

Sub-total

10,215

69,186

7,804

Value-Added Tax - Output

761

3,084

751

Income Tax Article 21

415

784

815

29,860

Subsidiaries

Income Tax Article 23

37

Income Tax Article 26

162

Income Tax Article 4 (2)

Sub-total
Total Other Tax Payable - Consolidated

241

43
5,230

466

26

27

1,375

9,141

1,592

493

11,590

78,327

9,396

30,353

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/50
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
c. Calculation of income tax
Reconciliation between profit before income tax, as shown in the consolidated statements
of comprehensive income, and estimated income tax for the seven months period ended
31 July 2013 and 31 July 2012 (unaudited) and the years ended 31 December 2012, 2011 and
2010 are as follows:
31 July

31 December
2011

2010

(As restated, (As restated,

2012
2013

(Unaudited)

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Income tax based on consolidated

statements of comprehensive income

279,828

254,635

513,621

455,044

339,191

Profit before tax of subsidiaries

(59,629)

(31,858)

(70,196)

(20,315)

(20,103)

Comprehensive income of the Company

220,199

222,777

443,425

434,729

319,088

Fiscal Correction
Timing difference
Depreciation

(765)

Allowance for doubful account

1,355

Employment of benefit
Payment of retirement fund

2,553
-

2,614
-

980
-

3,927

5,899

10,114

6,706

(10,283)

(12,346)

(20,200)

(22,072)

(435)

(568)

(973)

(3,998)

(6,201)

(5,713)

(8,506)

(16,750)

Payment of employee benefit

Total Timing Difference

1,302
-

8,956

9,936

Permanent difference
Tax expense and tax pinalty

37,029

Inventory write-off

1,577

Charity expenses

1,242

26
852

11,502

72,471

1,253

2,860

Other expenses

309

Permit and taxation expenses

418

Plant cultivation

309

Entertainment

41

23

133

443

Interest income subject to final tax

(399)

(3,053)

(5,362)

(10,885)

(6,334)

Rent revenue

(360)

(630)

(687)

(1,363)

Gain on sale fixed asset

(9,006)

Donation and representation

308

Profit associated entity

(1,754)

(1,754)

Total permanent difference

31,160

(3,624)

(4,580)

1,862

67,540

Total Fiscal Correction

24,959

(9,337)

(13,086)

(14,888)

77,476

245,158

213,440

430,339

419,841

396,564

Estimated Taxable Income

242

383

269
-

2,497
-

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/51
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
c. Calculation of income tax (Continued)
Provision for income tax expenses and income tax payable for the seven months period
ended 31 July 2013 and 31 July 2012 and the years ended 31 December 2012, 2011 and 2010
are as follows:
31 July

31 December
2011

2010

(As restated, (As restated,

2012
2013
Estimated taxable income - The Company

245,158

(Unaudited)
213,440

2012
430,339

see Notes

see Notes

2a, n, 44)

2a, n, 44)

419,841

396,564

Estimated income tax:

The Company
Seven 2013 : 25% x Rp 245,158

61,289

Seven 2012 : 25% x Rp 219,153

53,360

Year 2012

: 25% x Rp 430,339

Year 2011

: 25% x Rp 419,841

Year 2010

: 25% x Rp 396,564

Sub-total

61,289

53,360

107,585

104,961

99,141

Subsidiaries

13,953

8,266

16,441

5,544

5,657

Estimated income tax - Consolidated

75,242

61,626

124,026

110,505

104,798

127

107,585

104,961
-

99,141

Less:
Prepaid tax
The Company
Income Tax Article 22

94

508

676

Income Tax Article 23

14

14

18

12

Income Tax Article 25

48,090

28,161

53,638

49,439

10,867

Total Prepaid Tax

48,090

28,269

54,160

50,133

11,006

Provision for Income Tax

13,199

25,091

53,425

54,828

88,135

8,440

36,535

7,863

65

1,029

21,639

61,626

61,288

54,893

89,164

Subsidiaries
7 month period and current year
Estimated Income Tax Payable
Article 29 - Consolidated

Estimated taxable income of the company for the years 2012, 2011 and 2010 as stated
above, has differences to those reported in the tax return in 2012, 2011 and 2010 due to the
correction of the cost of goods sold and operating expenses.

243

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/52
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
d. Deffered Tax
Deffered tax of assets (liabilities) arising from temporary differences between income and
expense, recognized in commercial and taxation, are as follows:
31 Dec ember

(Charged)

(Charged)

c redited to

c redited to

2011

c onsolidated

c onsolidated

(A s restated,

statements of

statements of

see Notes

c omprehensive

31 Dec ember

c omprehensive

31 July

2a, n, 44)

inc ome

2012

inc ome

2013

The Company
A ssets/ (liabilities) Deferred Tax
Allowance for doubtfull account

402

Depreciation

898

638

402

(63)

339

1,536

(191)

1,345

Employee benefit

4,687

(2,765)

1,922

(1,698)

224

Total Company

5,987

(2,127)

3,860

(1,952)

1,908

Deferred tax asset

1,095

70

1,165

(419)

746

Total Consolidated

7,082

(2,057)

5,025

(2,371)

2,654

Subsidiary

(Charged)

(Charged)

c redited to

31 Dec ember

c redited to

c onsolidated

2010

c onsolidated

31 Dec ember
2011

statements of

(A s restated,

statements of

(A s restated,

31 Dec ember

c omprehensive

see Notes

c omprehensive

see Notes

2009

inc ome

2a, n, 44)

inc ome

2a, n, 44)

The Company
A ssets/ (liabilities) Deferred Tax
Allowance for doubtfull account
Depreciation

402
-

402

402

245

245

653

898

Employee benefit

7,288

2,239

9,527

(4,840)

4,687

Total Company

7,690

2,484

10,174

(4,187)

5,987

Deferred tax asset

1,220

292

1,512

(417)

1,095

Total Consolidated

8,910

2,776

11,686

(4,604)

7,082

Subsidiary

244

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/53
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
e. Tax Administration
The Company
For the year ended 31 December 2010
In 2010, the Company has received the results from tax audit in Tax Assessment Letter (TAL)
for year book 2008, with the following details as follows:
No.

Number TAL

Date

Type of TAL

1.

00294/207/08/511/10

7 July 2010

SKPKB PPN

2.

00295/207/08/511/10

7 July 2010

SKPKB PPN

3.

00296/207/08/511/10

7 July 2010

SKPKB PPN

4.

00018/206/08/511/10

7 July 2010

SKPKB PPh
Corporate

5.

00162/203/08/511/10

7 July 2010

SKPKB PPh
Article 23

6.
7.
8.
9.
10.
11.
12.
13.
14.

00286/207/08/511/10
00287/207/08/511/10
00290/207/08/511/10
00291/207/08/511/10
00287/207/08/511/10
00288/207/08/511/10
00289/207/08/511/10
00292/207/08/511/10
00293/207/08/511/10

7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010

SKPKB PPN
SKPKB PPN
SKPKB PPN
SKPKB PPN
SKPKB PPN
SKPKB PPN
SKPKB PPN
SKPKB PPN
SKPKB PPN

Tax Period
September
2008
October 2008
November
2008
Year 2008
January
December
2008
January 2008
February 2008
May 2008
June 2008
February 2008
March 2008
April 2008
July 2008
August 2008

Total
373,372,592
658,695,202
694,270,083
13,693,414,614
47,207,126
316,431,608
505,196,086
469,074,784
370,268,483
529,456,880
597,170,985
494,665,586
596,896,220
539,898,319

The Company has been booked Tax Assessment Letter into tax payable on 31 December 2010
and it has been fully paid on May and September 2011.

245

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/54
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
e. Tax Administration (Continued)
PT Muncul Mekar - Subsidiaries
For the year ended 31 December 2010
In 2010, the Company received Tax Assessment Letter and Tax Collection Letter from tax
audit for year book 2008 with the following details as follows:
No.

Type of Tax

1.

Value-Added Tax

2.

Value-Added Tax

3.
4.
5.
6.
7.
8.

Value-Added
Value-Added
Value-Added
Value-Added
Value-Added
Value-Added

9.

Value-Added Tax

10.

Value-Added Tax

11.

Value-Added Tax

12.

Value-Added Tax

Tax
Tax
Tax
Tax
Tax
Tax

Tax Period
January
2008
February
2008
March 2008
April 2008
May 2008
June 2008
July 2008
August 2008
September
2008
October
2008
November
2008
December
2008

246

Underpayment Tax
Assessment Letter

Date

00310/207/08/511/10

7 July 2010

1,842,096

00311/207/08/511/10

7 July 2010

1,938,222

00312/207/08/511/10
00312/207/08/511/10
00314/207/08/511/10
00315/207/08/511/10
00316/207/08/511/10
00317/207/08/511/10

7
7
7
7
7
7

July 2010
July 2010
July 2010
July 2010
July 2010
July 2010

2,019,592
1,923,982
3,044,882
13,830,736
16,006,473
6,288,759

00318/207/08/511/10

7 July 2010

36,578,670

00319/207/08/511/10

7 July 2010

1,349,016

00320/207/08/511/10

7 July 2010

1,327,319

00321/207/08/511/10

7 July 2010

34,551,158

Total

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/55
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
e. Tax Administration (Continued)
PT Muncul Mekar Subsidiaries (Continued)
No.

Type of Tax

Tax Period

13.

Income Tax

14.

Income Tax
Article 21

15.

Income Tax
Article 23

Year 2008
January
December
2008
January
December
2008

Underpayment Tax
Assessment Letter

Date

Total

00020/206/08/511/10

7 July 2010

803,287,128

00041/201/08/511/10

7 July 2010

1,584,741

00164/203/08/511/10

7 July 2010

209,912,805

Tax Collection Letter

No.

Type of Tax

Tax Period

Tax Collection Letter

Date

Total

1.
2.
3.
4.
5.
6.
7.
8.

Value-Added Tax
Value-Added Tax
Value-Added Tax
Value-Added Tax
Value-Added Tax
Value-Added Tax
Value-Added Tax
Value-Added Tax

00175/107/08/511/10
00176/107/08/511/10
00177/107/08/511/10
00178/107/08/511/10
00179/107/08/511/10
00180/107/08/511/10
00181/107/08/511/10
00182/107/08/511/10

7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010

184,210
193,822
201,959
192,398
304,488
1,383,074
2,192,668
873,439

9.

Value-Added Tax

00183/107/08/511/10

7 July 2010

5,151,925

10.

Value-Added Tax

January 2008
February 2008
March 2008
April 2008
May 2008
June 2008
July 2008
August 2008
September
2008
October 2008

00184/107/08/511/10

7 July 2010

192,717

247

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/56
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
e. Tax Administration (Continued)
PT Muncul Mekar - Subsidiaries (Continued)
Tax Collection Letter (Continued)
No.

Type of Tax

11.

Value-Added Tax

12.

Value-Added Tax

Tax Period
November
2008
December
2008

Tax Collective Letter

Date

Total

00185/107/08/511/10

7 July 2010

192,451

00186/107/08/511/10

7 July 2010

5,081,053

In 2010, the Company received Tax Assessment Letter and Tax Collection Letter from tax
audit for the year ended 2009 with the following details as follows:
No.
1.
2.

Type of Tax

Tax Period

Income Tax
Article 21
Income Tax
Article 21

December
2009
January March 2010

Tax Collective Letter

Date

Total

00071/101/09/511/10

9 July 2010

13,152,299

00011/101/10/511/10

9 July 2010

1,293,120

All of Underpayment Tax Assessment Letter and Tax Collection Letter has been paid in
August 2010.
PT Semarang Herbal Indoplant
For the 7 months period ended 31 July 2013
Based on the Decision Letter of the Director General of Taxation dated 4 January 2013
No: KEP-00002.PPh/WPJ.10/KP.10003/2013, the Company has received Payment of Returns
Income Tax Excess in 2010 amounted to Rp 636,870,000 (in Rupiah full amount).
Overpayment is compensated amounted to Rp 827,320 to pay a number of tax payable
against the Underpayment Tax Assessment Letter No. 00071/201/10/511/12 period of
January to December 2010 amounted to Rp 318,200 (in Rupiah full amount) and
Underpayment Tax Assessment Letter No. 00141/203/10/511/12 amounted to Rp 509,120
(in Rupiah full amount). Refunding of Rp 636,042,680 (in Rupiah full amount). The Income
Tax Article 28A is a tax overpayment of corporate income SHIP amounting to Rp 471 and
Rp 32 in 2012 and 2011. As of the reporting date, the overpayment has not received SHIP.
For the year ended 31 December 2012
As of 20 April 2012, the Company received Overpayment Tax Assessment Letter ValueAdded Tax Goods and Services No. 00009/407/10/511/12 for tax period December 2010
amounted to Rp 1,376,710,256 (in Rupiah full amount).

248

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/57
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
e. Tax Administration (Continued)
As of 16 July 2012, the Company received Overpayment Tax Assessment Letter - ValueAdded Tax Goods and Services No. 00016/407/11/505/12 for tax period December 2011
amounted to Rp 207,950,538 (in Rupiah full amount).
Based on Excess Tax Payment Letter No. 511-0080-2012 dated 7 May 2012, the Company has
received a refund of an overpayment of Value-Added Tax in 2010 of Rp 1,376,710,256
(in Rupiah full amount) through PT Bank Central Asia Tbk, Semarang Pemuda Branch on
10 May 2012.
Based on Excess Tax Payment Letter No. 505-0032-2012 dated 8 August 2012, the Company
has received a refund of a Value-Added Tax overpayment in December 2011 for
Rp 207,950,538 (in Rupiah full amount) through PT Bank Central Asia Tbk, Semarang Pemuda
Branch on 15 August 2012.
As of 20 December 2012, the Company has received Underpayment Tax Assessment Letter of
Income Tax Article 23 No. 00043/406/10/511/12 from Tax Office Semarang Associate which
establishes Overpayment of Income Tax in 2010 amounted to Rp 636,870,000 (in Rupiah full
amount).
As of 20 December 2012, the Company received Underpayment Tax Assessment Letter of
Income Tax Article 23 No. 00141/203/10/511/12 period November 2010 amounted to
Rp 509,120 (in Rupiah full amount) and receive Underpayment Tax Assessment Letter of
Income Tax Article 21 No. 00071/201/10/511/12 period January to December 2010
amounted to Rp 318,200 (in Rupiah full amount).
18. ACCRUED EXPENSES
31 December
2011

2010

(As restated, (As restated,

31 July
2013
Advertising expense

2012
384

Shipping

Salaries expenses

606

Audit fees

391

Freight expenses

465

Others (each below Rp 100)

Total

1,846

249

see Notes

see Notes

2a, n, 44)

2a, n, 44)

19,041

55,499

391
-

17,016
802

58

19,440

55,508

17,876

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/58
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
19. LONG-TERM BANK LOAN
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Due date less than one year

PT Bank Ekonomi Raharja Tbk
Term Loan Principle (TLP)

83

500

500

83

583

583

1,083

Due date more than one year

PT Bank Ekonomi Raharja Tbk
Term Loan Principle (TLP)

Total

83

PT Bank Ekonomi Raharja Tbk

Subsidiaries
PT Muncul Mekar
Based on Notarial deed of Edna Hanindito, S.H., No. 01 dated 9 March 2006 No. 01, the Company
obtained a long-term bank loan of PT Bank Ekonomi Raharja Tbk of Term Loan Principle Credit
Facility (TLP), with a limit of Rp 4,000. The maturity date of the credit facility is from 9 March 2006
to 9 March 2011 with an interest rate of 16% per annum. The agreement has been amended with
the amendment agreement in the credit loan from PT Bank Ekonomi Raharja Tbk,
No. TLP/80100096/005/02/08 dated 19 February 2008 with a limit of Rp 2,500 of 60 months period
from the date of 19 February 2008 up to 19 February 2013. Such loan is charged with 9.75% per
annum interest rate.
Colleteral for this loan are as follow:
- A plot of land includes building located at Jl. Kartini No. 88, Darmo Distric in accordance to Right
of Building Certificate No. 905/DR. Sutomo dated 22 November 1996 registered on behalf of
Mistress Desy Sulistio Hidayat, Irwan Hidayat, Jonatan Sofyan Hidayat, Johan Hidayat, Sandra
Linata Hidajat, Rudy (David) Hidayat.
- A plot of land includes building located at Jl. Mlaten Trenggulun No. 106 and 108, North Semarang
Distric in accordance to Right of Building Certificate No. 440/Mlatiharjo dated 31 March 1989
registered on behalf of Siem Giok Hwa, and in accordance to Right of Building Certificate No.
448/Mlatiharjo dated 12 September 1989 registered on behalf Siem Giok Hwa, Liem Toen IenV
wife.
- A plot of land includes building located at Jl. Mlaten Trenggulun No. 102, Semarang Distric in
accordance to Right of Building Certificate No. 304/Mlatiharjo dated 22 December 1981 registered
on behalf of PT Muncul Mekar domiciled at Semarang.
- A plot of land includes building located at Jl. Madukoro Blok A No. 28, Tawangmas, West
Semarang Distric, Semarang, in accordance with Right of Use Certificate Building
No.791/Tawangmas dated 26 June 1996 listed on behalf of PT Muncul Mekar located at Semarang
which had been mortgaged on First Rate for Rp 1,600 based on Mortgage Certificate No.
4768/2004 dated 3 September 2004.

250

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/59
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
19. LONG-TERM BANK LOAN (Continued)
Subsidiaries (Continued)
PT Muncul Mekar (Continued)
- Land and building located at Jl. Sultan Hasanudin Km 39 Mekarsari, Tambun (South Tambun),
Bekasi, West Java, in accordance with Right of Building Certificate No. 2543/Mekarsari dated
10 January 1995, covering area of 5,600 m, registered on behalf of PT Muncul Mekar
domiciled di Semarang, which has been attributed with Mortage Right Rate I (First) amounted
to Rp 4,236 (Four billion two hundred and thirty-six million Rupiah) based on Deed of
Provision of Mortage No. 15/2006 dated 21 April 2006 and Certificate of Mortage No. 15/2006
dated 21 April 2006 and Certificate of Mortage No. 1393/2006 dated 27 April 2006, as a
collateral of Term Loan Principle (TLP) amounted to Rp 4,000 .
20. SALES ADVANCE
31 December
2011

2010

(As restated, (As restated,

31 July
2013
Sales advance

2012
694

960

see Notes

see Notes

2a, n, 44)

2a, n, 44)

35,246

179

21. FINANCIAL LEASE PAYABLE

31 December
2011

2010

(As restated, (As restated,

31 July

see Notes

see Notes

2a, n, 44)

2a, n, 44)

2013

2012

PT Orix Indonesia Finance

53

75

Long term portion

PT Orix Indonesia Finance

243

Total

57

318

Current portion maturity of

one year

251

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/60
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
21. FINANCIAL LEASE LIABILITES (Continued)
Based on lease agreement with an option right for a motor vehicle No: L10G01722A dated
16 July 2010, the Company obtained a facility in form of financial lease from PT Orix Indonesia
Finance with a value of Rp 192,800,000 (in Rupiah full amount), with term facility lease for
3 years starts from 16 July 2010 until 16 June 2013. The Company paid the installments for this
facility amounted to Rp 12,613,000 (in Rupiah full amount) per month for the first year,
Rp 4,740,000 (in Rupiah full amount) per month for the second year and Rp 365,000 (in Rupiah
full amount) per month for the third year and charged a flat rate of 4.0031% per annum.
Based on lease agreement with an option right for a motor vehicle No: L10G01560A dated
16 August 2010, the Company obtained a facility in form of financial lease from
PT Orix Indonesia Finance with a value of Rp 272,000,000 (in Rupiah full amount), with term
facility lease for 3 years starts from 25 June 2010 until 25 May 2013. The Company paid the
installments for this facility amounted to Rp 17,794,000 (in Rupiah full amount) per month for
the first year, Rp 6,687,000 (in Rupiah full amount) per month for the second year and
Rp 515,000 (in Rupiah full amount) per month for the third year and charged a flat rate of
4.0022% per annum.
Agreements of financial lease acquired subsidiaries require some restrictions on subsidiaries to
transfer ownership and change the form assets. Each financial lease is also secured by the
relevant assets (Note 12).
As of 31 July 2013, 31 December 2012, 2011 and 2010, the Company and its Subsidiaries have
complied all requirements of financial lease as disclosed in this Note.
22. LOAN TO SHAREHOLDERS
The Company has a loan to shareholders as follows:
31 December

31 July
2013

2012

Desy Sulistio Hidayat

2011

2010

(As restated,

(As restated,

see Notes

see Notes

2a, n, 44)

2a, n, 44)

218,251

194,427

Irwan Hidayat

7,549

8,121

Sofyan Hidayat

7,418

8,121

Johan Hidayat

7,418

8,121

Sandra Linata Hidayat

7,418

8,121

David Hidayat

4,844

8,121

Total

252,898

235,032

252

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/61
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
22. LOAN TO SHAREHOLDERS (Continued)
These loans are used for operations, business development and expansion as well as investment
in associates. These loans are interest free, unrestricted and does not have a time period for
repayment.
23. SHARE CAPITAL
As of 31 July 2013, 31 December 2012, 2011 and 2010, the composition of shareholders and its
ownership are as follow:
31 July 2013
Number of
Shareholder
Desy Sulistio Hidayat

Percentage of

shares issued

Amount

Ownership

(full amount)

( Rp )

(% )

6,750,000,000

675,000

50%

Irwan Hidayat

1,350,000,000

135,000

10%

Sofyan Hidayat

1,350,000,000

135,000

10%

Johan Hidayat

1,350,000,000

135,000

10%

Sandra Linata Hidajat

1,350,000,000

135,000

10%

David Hidayat

1,350,000,000

135,000

10%

13,500,000,000

1,350,000

100%

Total

31 December 2012
Number of
Shareholder

Percentage of

shares issued

Amount

Ownership

(full amount)

( Rp )

(% )

Desy Sulistio Hidayat

565,000

565,000

50%

Irwan Hidayat

113,000

113,000

10%

Sofyan Hidayat

113,000

113,000

10%

Johan Hidayat

113,000

113,000

10%

Sandra Linata Hidajat

113,000

113,000

10%

David Hidayat

113,000

113,000

10%

1,130,000

1,130,000

100%

Total

253

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/62
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
23. SHARE CAPITAL (Continued)
31 December 2011, 2010
Number of
Shareholder
Desy Sulistio Hidayat

Percentage of

shares issued

Amount

Ownership

(full amount)

( Rp )

(% )

18,000

18,000

50%

Irwan Hidayat

3,600

3,600

10%

Sofyan Hidayat

3,600

3,600

10%

Johan Hidayat

3,600

3,600

10%

Sandra Linata Hidajat

3,600

3,600

10%

David Hidayat

3,600

3,600

10%

36,000

36,000

100%

Total

Based on Deed of Decision of the &RPSDQ\V Shareholders No. 60 dated 27 December 2012,
made in presence of Dewikusuma, S.H., Notary in Semarang, the shareholders approved to:
Increase the Company authorized capital from Rp 100,000, consist of 100,000 (full amount)
shares with nominal value of Rp 1,000,000 (in Rupiah full amount) to Rp 1,130,000 consist of
1,130,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount).
Increase issued and paid-in capital from Rp 36,000 consist of 36,000 (full amount) shares
with nominal value of Rp 1,000,000 (in Rupiah full amount) to Rp 1,130,000 consist of
1,130,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount)
through deposit in cash which purposes for expansion, loans settlement and capital
fulfillment adequacy.
The increases in authorized capital, issued and paid-in capital above have been approved by
Minister of Law and Human Rights of the Republic of Indonesia No. AHU-04129.AH.01.02.
Year 2013 dated 4 February 2013.
Based on the Deed of Decision of the &RPSDQ\V Shareholders No. 12 dated 13 March 2013
made in presence of Dewikusuma S.H., Notary in Semarang, the shareholders approved to
increase the Company auhorized capital from Rp 1,130,000, consist of 1,130,000 (full amount)
shares with nominal value of Rp 1,000,000 (in Rupiah full amount) to Rp 4,500,000, consist of
4,500,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount).
These amendment has been approved by Law and Human Rights of the Republic of Indonesia
No. AHU-13746.AH.01.02.Year 2013 dated 18 March 2013.

254

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/63
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
23. SHARE CAPITAL (Continued)
Based on Deed of Amendment of GHFLVLRQRIWKH&RPSDQ\VVKDUHKROGHUV No. 23 dated 21 March
2013 made in presence of Dewikusuma, S.H., Notary in Semarang, the shareholders approved
to:

issue capital amounted to Rp 220,000, consist of 220,000 (full amount) shares with nominal
value of Rp 1,000,000 (in Rupiah full amount).
increase the issued and paid-in capital amounted to Rp 1,130,000 consist of 1,130,000 (full
amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount) to Rp 1,350,000,
consist of 1,350,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full
amount) through deposit in cash which purposes for expansion, settlement loans, capital
adequacy and compliance.

The increases of authorized capital and paid-in capital above have been reported to Minister of
Law and Human Rights of the Republic of Indonesia No. AHU-AH.01.10-11347.
Based on Agreement Statement of Shareholders No. 53 dated 11 June 2013, made by Fathiah
Helmi, SH, Notary in Jakarta, the shareholders agreed among others:
Changes in the nominal value of shares of Rp 1,000,000 (full Rupiah) to Rp 100 (full Rupiah).
Approve the issuance of shares as much as 1,500,000,000 (full amount) shares of new shares
offered through public offering at par value of Rp 100 (in thousands of full).
The amandement of Article of Asociates have been approved by the Ministry of Law and Human
Right of Republic of Indonesia No. AHU-0058325.AH.01.09.Tahun 2013 dated 20 June 2013.
Mandatory Reserve
Limited Liability Company Law Act year 1995 as amended by Law No. 40/2007, requires
companies in Indonesia to eliminate a portion of its net income for the purpose of establishing
mandatory reserves of up to 20.0% of the total issued share capital. The Law does not set the
time period to achieve the minimum mandatory reserves. Until the completion date of the
consolidated financial statements, the Company has not established these reserves.
24. DIVIDEND
The Company
31 July 2013
Based on the decision of the shareholders dated 15 February 2013 and 15 March 2013, the
shareholders approved and ratified the payment of cash dividends amounting to Rp 112,300 and
Rp 38,000 were obtained from the net profit of the Company.
Total dividends declared for the period of 7 months ended on 31 July 2013 amounted to
Rp 150,300. Cash dividends declared and approved by the Company has been paid in the same
period.

255

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/64
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
24. DIVIDEND (Continued)
31 December 2012
Based on the decision of the shareholders dated 27 December 2012, the shareholders approved
and ratified the payment of cash dividends amounting to Rp 559,113 were obtained from the
net profit of the Company.
31 December 2011
Based on the decision of the shareholders dated 16 May 2011, 11 March 2011 and 2 February
2011, the shareholders approved and ratified the payment of cash dividends amounting to
Rp 100,000, Rp 30,000 and Rp 30,000 were obtained from the net profit of the Company.
Total dividends declared for the year ended on 31 December 2011 amounted to Rp 160,000.
Cash dividends declared and approved by the Company has been paid in the same period.
31 December 2010
Based on the decision of the Shareholders dated 12 July 2010, 10 September 2010, and
12 November 2010, the shareholders approved and authorize the distribution of a cash dividend
of Rp 16,666, Rp 50,000 and Rp 20,000 were obtained from the net income of the Company.
Cash dividends have been fully paid in the same period.
Subsidiaries
PT Muncul Mekar
31 December 2012
Based on the decision of the shareholders dated 15 February 2012 and 12 July 2012, the
shareholders approved and ratified the payment of cash dividends amounting to Rp 52,000 and
Rp 40,000 were obtained from the net profit of the subsidiary.
Total dividends declared for the year period ended on 31 December 2012 amounted to
Rp 92,000. Cash dividends declared and approved by the Company has been paid in the same
period.
31 December 2010
Based on the decision of the shareholders dated 20 October 2010, the shareholders approved
and ratified the payment of cash dividends amounting to Rp 10,000 were obtained from the net
profit of the subsidiary.

256

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/65
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
25. BALANCES AND TRANSACTIONS WITH RELATED PARTIES
The Company and its Subsidiaries conduct business and other transactions with related parties.
Significant transactions and balances with related parties are as follows:
a. Type of Relation and Transaction
Related parties

Relationship

Transaction

1. PT M uncul Putra Offset

Entities under common control

Printing service

2. PT M uncul Armada

Entities under common control

Shipping and distribution service

3. PT Hotel Candi Baru*

Entities under common control

Sales of goods

4. PT Gasindo

Entities under common control

Operational loans

5. PT Daya Cipta Tiara

Entities under common control

Operational loans

5. PT Dasa Tri M anunggal

Entities under common control

Rental

*On 31 December 2012 and 2011, PT Hotel Candi Baru is classified as associates entity. In 2013 the Company had
released its ownership of shares in PT Hotel Candi Baru hence PT Hotel Candi Baru on 31 July 2013 is no longer
classified as associates entity (see Note 9).

b. Transaction
Total

Percentage
For the seven months

For the seven months

Period ended

For the years ended

Period ended

For the years ended

31 July

31 December

31 July

31 December

2011

2010

2011

(As restated, (As restated,

2012
2013

(unaudited)

2012

notes

notes

2.a, n, 44)

2.a, n, 44)

2010

(As restated, (As restated,

2012
2013

(unaudited)

2012

notes

notes

2.a, n, 44)

2.a, n, 44)

Revenue
Sales
PT Hotel Candi Baru
PT M uncul Armada Raya

76
254

27
-

97

50

830

12
-

0.01%

0.00%

0.41%

0.23%

0.02%

0.04%

0.06%
-

Rental Income
PT M uncul Putra Offset
Total

300

300

300

300

300

0.02%

0.02%

0.01%

0.01%

0.02%

630

327

397

1,180

312

0.05%

0.02%

0.42%

0.28%

0.08%

100,745

96,536

174,928

168,474

196,749

13.90%

13.90%

13.60%

14.00%

18.60%

10,644

11,438

18,538

16,704

12,044

0.10%

0.10%

0.20%

0.04%

415

410

1,338

1,480

1,337

0.01%

0.00%

0.02%

0.00%

108,384

228,611

Expenses
Packaging
PT M uncul Putra Offset
Freight and delivery
PT M uncul Armada Raya

Rental
PT Dasa Tri M anunggal

0.00%

Royalty
Shareholders
Total

19,597
131,401

33,807

257

186,658

210,130

2.35%
16.36%

14.00%

2.30%
16.12%

14.04%

18.60%

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/66
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
25. BALANCES AND TRANSACTIONS WITH RELATED PARTIES (Continued)
c. Balances
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

ASSETS
Current Assets
Trade receivables

314

212

Other receivables

144,727

665,454

180,564

Total Assets

145,041

665,454

180,776

31,139

14,320

856

1,203

LIABILITIES
Current Liabilities
Trade payables

15,095

Other payables

18,082

39,441

Loan to shareholder - short term

2,000

Loan to shareholder - long term

252,898

235,032

Total Liabilities

33,177

39,441

286,893

250,555

Non-Current Liability

Receivables from related parties arise mainly from sales transactions. Receivables do not
have collateral and interest. There is no provision for receivables from related parties.
Due to related parties arise mainly from purchases transaction. Other payable and loan to
related parties are not interest bearing and term of prepayment.

258

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/67
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
26. OTHER EQUITY COMPONENTS
31 December
2011

2010

(As restated, (As restated,

2012
PT M uncul M ekar shares capital

see Notes

see Notes

2a, n, 44)

2a, n, 44)

898,680)

898,680)

64,000) (

64,000)

10,000) (

10,000)

PT Semarang Herbal Indo Plant

shares capital
Subsidiary's dividend of M M
Advance for equity
PT Semarang Herbal Indo Plant

15,000

957,680)

6,000
(

966,680)

Value of Shares Transfer

PT M uncul M ekar

899,749

899,749

PT Semarang Herbal Indo Plant

109,049

109,049

Total Transfer Value

1,008,798

1,008,798

51,118

42,118

Proforma of Transaction Entities

Under Common Control
Value of Shares Transfer
PT M uncul M ekar

899,749

899,749

899,749

PT Semarang Herbal Indo Plant

109,049

109,049

109,049

1,008,798

1,008,798

1,008,798

PT M uncul M ekar

898,006

908,006

908,006

PT Semarang Herbal Indo Plant

108,999

108,999

108,999

1,007,005

1,017,005

1,017,005

1,793)

8,207

8,207

1,793)

59,325

50,325

Total Transfer Value

Part of Net Assets Section
Subsidiary

Total Net Asset Company

Difference of Restructuring Transaction
Entities Under Common Control
Total Other Equity Components

On 26 December 2012, the Company entered into a share purchase as many as 899,699 shares of
PT Muncul Mekar from Desy Sulistio Hidayat, Irwan Hidayat, Sofyan Hidayat, Johan Hidayat,
Sandra Linata Hidajat and David Hidayat, related parties. The difference between the
acquisition cost and the fair value of net assets acquired amounted to Rp 8,257 is presented as
Difference of Restructuring Transactions of Entities Under Common Control as part of the
equity (Note 2n).

259

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/68
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
26. OTHER EQUITY (Continued)
On 26 December 2012, the Company entered into a share purchase for 108,999 shares of
PT Semarang Herbal Indo Plant from Desy Sulistio Hidayat, Irwan Hidayat, Sofyan Hidayat,
Johan Hidayat, Sandra Linata Hidajat and David Hidayat, related parties. The difference
between the acquisition cost and the value of net assets acquired amounted to Rp 49 is
presented as "Difference of Restructuring Transactions of Entities Under Common Control as
part of the equity (Note 2n).
Under common control relationship between PT Muncul Mekar and PT Semarang Herbal Indo
Plant are not temporary. There are no types and amount of benefit that occurs as a result of
the under common control relationship.
27. S A L E S
31 July

31 December
2011

2010

(As restated, (As restated,

2012
2013

PT M uncul Anugerah Sakti

(unaudited)

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

127,913

113,641

195,889

172,740

118,855

PT M as Asih

86,634

85,975

147,020

123,696

87,034

PT Surya Sinar Berlian

77,933

76,209

139,078

96,882

77,668

CV M uncul Anugerah Sejahtera

71,571

68,043

119,321

104,728

75,516

PT Bintang M ega M andiri

63,330

60,031

100,441

86,506

73,377

CV Dadi M aju

61,286

61,897

107,623

89,853

80,472

PT M ulia Utama M andiri

57,656

62,605

96,221

98,310

122,116

PT Yogya Abadi Perkasa

46,138

39,243

67,703

54,778

43,432

PT Reski Laifasto

43,963

62,187

100,746

64,800

7,042

PT Airhidup Anugerah Abadi

39,833

33,876

58,254

58,188

38,250

PT Cahayabakti Karya Serasi

38,824

36,904

76,273

77,166

PT Lampungmas Intisejahtera

36,128

41,366

63,714

71,277

74,453

Hidayat Suwardi

28,455

26,822

47,394

38,117

5,711

CV M uncul Anugerah Jaya

26,134

27,626

44,379

43,349

32,723

CV Sindang Laya

25,850

34,309

53,401

63,833

53,707

Bambang Soegeng

22,574

21,987

37,960

34,526

28,291

Rudy Wibisono

22,478

23,398

39,967

41,458

40,881

PT M uncul Anugerah Sejahtera

18,724

15,065

29,452

PT Pelita Nusa Raya

17,949

19,006

34,838

26,595

7,823

Slamet Susanto

17,847

19,667

32,202

32,075

34,473

Carried forward

931,220

929,857

1,591,876

1,378,877

1,001,824

260

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/69
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
27. S A L E S (Continued)
31 July

31 December
2011

2010

(As restated, (As restated,

2012
2013

Brought forward

(unaudited)

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

931,220

929,857

1,591,876

1,378,877

1,001,824

Suparjan

16,939

16,557

28,852

29,203

27,273

UD Sumber Rejeki

16,471

15,415

26,758

23,077

4,833

PT Tri Havian Sejahtera

16,143

22,486

35,041

32,366

24,941

CV Lestari M andiri Jaya

16,032

16,889

28,193

28,341

33,591

PT Karya Duta Raya

15,362

14,334

26,490

20,575

5,650

UD M ekar Sejahtera

13,899

13,665

24,299

19,691

5,893

PT Anugerah Sukses M andiri

13,762

10,277

16,717

18,297

15,423

UD Cikarang

13,482

13,378

25,485

23,106

11,009

UD Berkah Toba Jaya

13,418

14,779

22,816

162

PT Gading Lestari Pharma

11,920

17,057

25,047

25,290

27,590

Rudy Ganda

11,791

17,801

26,670

35,188

39,005

CV Setia M ulia

11,783

11,001

18,582

15,297

637

UD Surya M andiri

11,769

16,411

24,020

22,749

1,901

Samsul M a'arief

11,572

10,276

18,350

13,164

7,561

UD Sido M akmur

11,444

12,166

17,571

8,209

CV Surya Timur

11,240

11,099

18,983

13,598

UD Cilacap M andiri M akmur

11,124

7,177

12,010

10,244

5,452

Buntaran Tanaya

10,718

9,630

16,315

14,207

14,953

UD M ekar Lestari

9,490

8,995

15,298

11,492

CV Bryan Sentosa

9,455

8,407

13,811

6,225

CV Kuda M as

9,407

8,882

16,876

13,455

9,908

Hadibru Nigeria Limited

9,272

4,376

13,157

5,505

1,209

UD Buana Jaya

9,018

9,212

16,437

16,484

3,439

PT Tata Andika Guna

8,531

8,305

14,313

14,035

3,697

1,285
-

PT Tata Buana Niaga

7,640

5,884

10,860

6,929

1,352

PT Raflesindo Surya M andiri

7,026

9,523

14,509

18,308

18,244

CV Subur Jaya Lestari

6,641

8,846

13,979

11,388

4,864

Fredianto Boro Anugrah

6,669

5,917

9,959

8,555

PT Bintang Jaya Niaga

6,893

6,800

11,871

8,810

2,231

1,260,131

1,265,402

2,155,145

1,852,665

1,273,927

Carried forward

261

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/70
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
27. S A L E S (Continued)
31 July

31 December
2011

2010

(As restated, (As restated,

2012
2013

Brought forward
CV Sehat Sejahtera

(unaudited)

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

1,260,131

1,265,402

2,155,145

1,852,665

4,698

8,558

14,296

11,392

1,273,927
9,331

PT Global M itra Pekanbaru

4,203

7,870

11,825

14,577

25,390

PT M ega Sari Utama

4,044

3,972

7,816

9,653

5,821

Others
(Balances below Rp 2,000)
Sub total

126,779

65,732

211,212

318,546

557,070

1,399,855

1,351,534

2,400,294

2,206,833

1,871,539

76

27

97

50

12

Related Parties (Note 25)

PT Hotel Candi Baru
Sub total

76

27

97

50

12

1,399,931

1,351,561

2,400,391

2,206,883

1,871,551

Sales return

(4,856)

(6,678)

(8,032)

(8,162)

(4,757)

Sales discount

(1,889)

(446)

(692)

(448)

(256)

Total
Less:

Sales - Net

1,393,186

1,344,438

2,391,667

2,198,273

1,866,538

During the seven months period ended 31 July 2013 and 31 July 2012 (unaudited), and the
years ended 31 December 2012, 2011 and 2010, there is sales revenue from customers with
total cumulative sales of each individual in excess of 10% of consolidated sales.
Terms and conditions apply on the sale between the Company and related parties do not have
terms and conditions applicable to the sales between the Company and third parties. More than
80% of sales are done by PT Muncul Mekar - subsidiary as a distributor of the products of
modern and traditional herbal medicine produced by the Company. Nature and relations and
transactions between the Company and its Subsidiaries with related parties are disclosed in
Notes 2c and 25.

262

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/71
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
28. COST OF GOODS SOLD
31 July

31 December
2011

2010

(As restated, (As restated,

2012
2013

(unaudited)

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

COST OF GOODS SOLD

Beginning of inventory
Beginning inventory raw material
and packaging

179,720

153,191

153,191

121,601

148,173

179,720

153,191

153,191

121,601

148,173

Purchases
Raw material and packaging

718,599

768,026

1,280,495

1,205,305

1,059,086

718,599

768,026

1,280,495

1,205,305

1,059,086

204,723

225,742

179,720

153,191

121,601

204,723

225,742

179,720

153,191

121,601

428

17,374

396

150

2,537

1,469

5,145

847

End of inventory
Raw material and packaging

Direct labour
Other material
Work in process inventory
Beginning

90

Ending

Cost of goods manufactured

(188)

90
-

56

(90)

(56)

2,536
(2)

(98)

90

(34)

(54)

2,534

696,463

714,408

1,259,472

1,174,658

1,088,192

Finished goods inventory

Beginning

55,272

52,787

52,787

50,613

21,887

Net purchase

52,787

50,613

11

Inventory available for sale

55,272

52,787

Others

Ending

52,261

36,838

55,272

52,787

50,613

3,011

15,949

(2,491)

(2,174)

(28,737)

Direct labor expenses

39,943

16,347

56,844

59,081

49,094

Overhead expenses (Note 29)

93,980

73,049

157,194

89,019

72,055

833,397

819,753

1,471,020

1,320,584

1,180,604

Total Cost of Goods Sold

263

21,887

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/72
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
28. COST OF GOODS SOLD (Continued)
During the seven month period ended 31 july 2013 and 31 July 2012 (unaudited) and the years
ended 31 December 2012, 2011 and 2010, transactions of individual suppliers with the
cumulative total purchases exceeds 10% of consolidated net purchases are as follows:
Total

Percentage

For the seven months

For the seven months

Period ended

For the year ended

Period ended

For the year ended

31 July

31 December

31 July

31 December

2011

2010

2011

(As restated, (As restated,

2012
2013

(unaudited)

2012

notes

notes

2a, n, 44)

2a, n, 44)

PT M uncul Putra Offset

100,745

96,536

174,928

168,474

PT M uncul Armada Raya

829

11,438

2,236

480

101,574

107,974

177,164

168,954

Total

2010

(As restated, (As restated,

2012
2013

196,749
196,749

(unaudited)

2012

notes

notes

2a, n, 44)

2a, n, 44)

13.90%

13.90%

13.60%

14.00%

0.10%

0.10%

0.20%

0.04%

14.00%

14.00%

13.80%

14.04%

18.60%
18.60%

29. OVERHEAD EXPENSES

31 July

31 December
2011

2010

(As restated, (As restated,

2012
2013

(unaudited)

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Depreciation (Note 12)

24,225

15,076

36,679

28,140

22,933

Royalty expenses (Note 41)

19,597

33,807

Factory building maintenance expenses

11,595

11,074

3,938

3,898

188

Fuel cost

9,629

11,079

17,963

14,884

9,042

Electricity expenses

6,730

6,532

12,647

11,017

6,836

M achinery maintenance expenses

6,642

4,807

5,471

11,418

8,294

Salaries and allowances

4,636

3,803

6,725

6,669

5,818

Production supplies expenses

1,809

3,266

3,184

989

3,548

Loading and unloading expenses

1,333

2,692

3,789

1,396

2,149

Re n t

1,282

9,118

15,191

3,276

180

2,400

1,492

1,570

Laboratory equipment expenses

License expenses
Others (each below Rp 1,000)
Total

983

115

10,871

1,791

4,258

5,404

5,602

4,529

4,049

7,239

93,980

73,049

157,194

89,019

72,055

Royalty expense charge of 1.5% of net sales of products (Note 41).

264

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/73
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
30. MARKETING AND SALES EXPENSES
31 July

31 December
2011

2010

(As restated, (As restated,

2012
2013
Advertising and promotion expense

(unaudited)

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

148,828

170,037

239,759

242,846

Loading and unloading expense

22,784

28,866

44,204

32,122

25,387

Bonus outlet

14,646

12,256

33,754

41,557

22,386

Salary and allowance

4,019

3,504

7,417

7,589

5,953

Traveling

3,949

1,715

2,269

2,447

2,938

850

268

458

492

497

5,760

5,902

8,829

10,559

5,443

200,836

222,548

336,690

337,612

218,599

Depreciation (Note 12)

Others (each below Rp 1,000)
Total

155,995

31. GENERAL AND ADMINISTRATION EXPENSES

31 July

31 December
2011

2010

(As restated, (As restated,

2012
2013
Salary and allowance

(unaudited)

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

26,415

25,517

55,364

43,225

Employment of benefit (Note 32)

5,213

146

10,228

9,210

9,870

Taxation and tax penalty

4,808

11,502

73,660

Profesionall fees

3,537

328

2,392

9,776

Licenses

3,082

337

37

33,950

642
-

Traveling

2,206

1,001

1,882

2,516

2,288

Depreciation (Note 12)

2,085

4,211

579

547

1,003

Others (each below Rp 1,000)

19,939

19,079

9,122

24,350

10,850

Total

67,285

50,619

79,604

101,128

132,263

265

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/74
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
32. PROVISION OF POST-EMPLOYMENT BENEFITS
Retirement Benefits
The amounts recognized in the consolidated statement of financial position and the previous
four-year period is determined as follows:
31 December
2011

1 Deember
2010

2010

(As restated, (As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

see Notes

2a, n, 44)

2a, n, 44)

2a, n, 44)

Present value of defined

benefit obligation
Fair value of plan assets
Deficit / (surplus) in the plan

70,814

72,311

50,256

48,704

43,000

(60,780)

(47,846)

(26,110)

10,034

24,465

24,146

48,704

43,000

(7,458)

11,211

(2,849)

(3,353)

1,642

(245)

(367)

Experience adjustments on
plan liabilities
Experience adjustments on
plan assets

Movements in the present value of liabilities is as follows:

31 December
2011

2010

(As restated, (As restated,

31 July
2013
At beginning of the year

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

72,311

50,256

48,704

43,000

Current service costs

4,409

9,248

6,069

6,121

Interest costs

2,039

2,601

2,348

Benefit payment

(487)

(1,005)

(4,016)

Actuarial gain

(7,458)

11,211

(2,849)

(3,353)

At the end of the year

70,814

72,311

50,256

48,704

266

2,936

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/75
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
32. PROVISION OF POST-EMPLOYMENT BENEFIT (Continued)
Retirement Benefits (Continued)
Retirement benefits expense consists of the following components:
31 December
2011

2010

(As restated, (As restated,

31 July
2013
Current service costs

2012

4,409

(PSOR\HHVFRQWULEXWLRQV

Interest costs
Expected return on plan assets

see Notes

2a, n, 44)

2a, n, 44)

9,248
-

6,069
-

6,121
-

2,039

2,601

(1,843)

(1,882)

136

(549)

(9)

(8)

Actuarial (gain)/loss
Past service costs

see Notes

2,348

2,936
1

Amortisation of unrecognised
past service costs
Total

472

810

809

812

5,213

10,228

9,210

9,870

From total charge, each included in the cost of goods sold, sales and marketing expenses, and
general and administrative expenses.
Movements of allowance for post-employment benefits are recognized in the consolidated
statements of financial position are as follows:
31 December
2011

2010

(As restated, (As restated,

31 July
2013
Beginning balance

8,664

2012
19,662

see Notes

see Notes

2a, n, 44)

2a, n, 44)

40,578

30,708

Charged to the consolidated

profit or loss

5,213

10,228

9,210

(11,334)

(20,221)

(26,110)

Post-employment benefits paid

(487)

(1,005)

(4,016)

Ending balance

2,056

8,664

19,662

40,578

Company contributions

267

9,870

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/76
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
32. PROVISION OF POST-EMPLOYMENT BENEFIT (Continued)
Retirement Benefits (Continued)
Estimation of actuarial liabilities at the date of 31 July 2013 and 31 December 2012, 2011 and 2010
are based on actuarial calculations performed by PT Jasa Aktuaria Praptasentosa Gunajasa in
accordance with the report dated 13 September 2013 with the principal actuarial assumptions used
are as follows:
31 December
2011

2010

(As restated, (As restated,

31 July

see Notes

see Notes

2013

2012

2a, n, 44)

2a, n, 44)

Discount rate

8%

6% - 6,5%

7%

9% - 9,5%

Rate of salary increase

9%

9%

9%

9%

Expected return on plan assets

8%

6.5%

7%

9%

1% from

1% from

1% from

1% from

TM I-II

TM I-II

TM I-II

TM I-II

1999

1999

1999

1999

55 years

55 years

55 years

55 years

M ortality

Resignation level

Movements in the fair value of plan assets for pension benefits for the current year are as follows:
31 December
2011

2010

(As restated, (As restated,

31 July
2013
At beginning of the year

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

47,846

26,110

Expected return on plan assets

1,843

1,882

Actuarial gain

(245)

(367)

Company contributions

11,334

20,221

26,110

Fair Value Assets Program

60,778

47,846

26,110

The majority of plan assets are placed in a term deposit.

The expected return on plan assets is determined by considering the expected returns available on
the assets underlying the current investments policy. Expected yields on fixed interest investments
are based on gross redemption yields as at the reporting date. Expected returns on equity
investments reflect long-term real rates of return experienced historically in the each markets.

268

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/77
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
33. OTHER FINANCIAL INCOME
31 July

31 December
2011

2010

(As restated, (As restated,

2012
2013
Interest on current account

(unaudited)

870

Interest on time deposits

182

1,183

Interest income

41

Total

2012

3,053

2,094

see Notes

2a, n, 44)

2a, n, 44)

591

330

773

5,314

9,110

5,351

1,775

529

11,215

6,653

3,235

see Notes

5,905

34. OTHER FINANCIAL EXPENSES

31 July

31 December
2011

2010

(As restated, (As restated,

2012
2013

(unaudited)

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Interest from bank loan

7,147

52

38

123

3,547

Bank charges

1,502

561

666

465

313

18

15

708

606

3,875

Interest leasing

Total

8,649

613

35. OTHER OPERATING INCOME

31 July

31 December
2011

2010

(As restated, (As restated,

2012
2013
Gain of foreign exchange

(unaudited)

26,778

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

1,616

2,585

299

3,989

140

1,980

2,173

192

135

687

1,363

Gain on sale of property, plant

and equipment

9,018

Rent income

960

Recovery of allowance for account

receivables

956

Insurance claim

Profit from associated company

Others
Total

(12)

1,753

149

1,754

535

1,419

1,779

2,841

162

38,247

4,928

6,628

7,754

5,694

269

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/78
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
36. OTHER OPERATING EXPENSES
31 July

31 December
2011

2010

(As restated, (As restated,

2012

see Notes

see Notes

(unaudited)

2012

2a, n, 44)

2a, n, 44)

37,029

1,535

2013
Interest and tax penalties
M anagement fee
Allowance for impairment of
accounts receivable
Inventories write-off
Loss on foreign exchange

1,355

1,577

4,417

2,523

2,265

3,754

Loss on disposal property, plant

and equipment
Others
Total

408

2,036

16

34

191

43,532

4,433

2,557

2,268

4,353

37. MONETARY ASSETS AND LIABILITIES IN FOREIGN CURRENCY

As of 31 July 2013, the Company and its Subsidiaries have monetary assets and liabilities in
foreign currency as follows:
28 October 2013
(Date of
Financial
Foreign

31 July 2013

statements

currency

(Reporting date)

completion)

ASSETS
Cash on hand and in banks
in USD

89,212

917

983

in USD

372,381

3,827

4,103

in EUR

192,372

2,623

2,928

9,379

96

103

59,793,995

614,563

658,810

622,026

666,927

Advance payments

Trade receivables
in USD
Investment
in USD
Total Assets

270

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/79
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
37. MONETARY ASSETS AND LIABILITIES IN FOREIGN CURRENCY
28 October 2013
(Date of
Financial
Foreign

31 July 2013

statements

currency

(Reporting date)

completion)

LIABILITIES
Trade payables
in USD

4,190,293

43,068

46,169

in SGD

17,728

571

158

in EUR

41,870

143

637

in JPY

96,000

10

11

43,792

46,975

578,234

619,952

Total Liabilities
Total Net Assets in Foreign Currency

38. FINANCIAL RISK MANAGEMENT

The Company and its Subsidiaries activities contains varieties of financial risks: market risk,
credit risk, liquidity risk and operational risk.
a. Market Risk
The Company and its Subsidiaries are aware of the market risk arising from fluctuations in
the Rupiah against the US Dollar, as well as fluctuations in interest rates on loans.
Foreign Exchange Rate Risk
Changes in exchange rates impact the results of operations and cash flows of the Company
and its Subsidiaries. Some capital expenditures and trade payables of the Company and its
Subsidiaries are denominated in US Dollar, while most of the revenues of the Company and
its Subsidiaries are denominated in Rupiah.
To mitigate the risk of exposure to fluctuations in currency exchange rates, the Company
observe of the currency exchange rates continously, particularly the United States Dollar.
The Company and its Subsidiaries manage payment of trade payables and other payables
arising from capital expenditures in order to obtain relatively favorable exchange rate.
Indonesia economic condition is affected by the instability of the global economy which
potentially impacts RQWKH&RPSDQ\VSHUIRUPDQFH
However, considering that most of the operations of the Company are denominated in
Rupiah and transactions of the import-export activities in foreign currencies, particularly
the United State Dollar is less material, then the market risk of the transaction does not
significantly DIIHFWWKH&RPSDQ\s operating performance.

271

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/80
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
38. FINANCIAL RISK MANAGEMENT (Continued)
a. Market Risk (Continued)
Foreign Exchange Rate (Continued)
On 23 February 2013, the Company and its Subsidiaries also invest in United States Dollar
(see Note 10, Investments). Returns from these investments are in dividends. The expected
investment along with the return can reduce the impact of fluctuations in United States
Dollar exchange rate.
Management believes that the Company and its Subsidiaries have automatically protected
itself against foreign exchange risks. Most of the revenues of the Company and its
Subsidiaries is the price, billed and paid in Rupiah. Most of the cost of revenue, operating
expenses, including shipping costs, sales commissions, shipping and anchored costs, and
capital expenditures are in Rupiah as well. All long-term loans are redominated in Rupiah,
but there are some costs and expenses in foreign currencies such as United State Dollars,
Singapore Dollars and Euros. Because of production costs are paid in cash with Rupiah and
there are no significant purchases in foreign currencies, strengthening against the USD and
SGD can cause increased operating income, while the weakening Rupiah against the USD and
SGD can lead to decreasing operating income.
The table below shows the impact as a result of an increase/decrease of 5% in foreign
currency exchange rates considering to other factors are remained constant.
USD
Profit or loss

28,817

SGD

EUR
7

103

JPY
1

Interest Rate Risk

The Company and its Subsidaries are subject to interest rate risk caused by rate changes on
loan. Loan is an alternative of the Company to manage its capital structure. The Company
currently only has a loan facility from BCA with the capital rate. The Company currently
only has a loan facility from BCA with a fixed interest rate, which is 8.5% per annum.
Accordingly the exposure to the risk of interest rate fluctuations is small because the loan
interest rate which currently owned is fixed.

272

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/81
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
38. FINANCIAL RISK MANAGEMENT (Continued)
a. Market Risk (Continued)
Interest Rate Risk (Continued)
Profile of the Companys long-term financial liabilities are as follow:
31 December
2011

2010

(As restated, (As restated,

31 July

see Notes

see Notes

2a, n, 44)

2a, n, 44)

2013

2012

252,898

Company's long-term liabilities

Loan to shareholders

235,032

Long-term debt,
net of current portion:
-

Ban k

83

583

Finance leases

243

252,985

235,858

Total

b. Credit Risk
The Company and its Subsidiaries are exposed to credit risk primarily from deposits in
banks, trade receivables, other receivables and investments. Risk of matured receivables
but not impaired at 31 July 2013 were small because debtor had a good experience with the
Company and its Subsidiaries.
Credit Quality of Financial Assets
The Company manages credit risk exposed from its deposits with banks and derivatives
receivables by monitoring reputation, credit ratings and limiting the aggregate risk to any
individual counterparty.
In respect of credit exposures given to customers, the Company and its Subsidiaries assign
general terms and conditions of credit facility to customer. Additional security is also
required in certain circumstances such as advance payment for export sales. Common types
used are bank guarantee and cash collateral.
Management believes in its ability to control and sustain minimal exposure of credit risk.
The maximum credit risk exposure at the reporting date is as follows:

273

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/82
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
38. FINANCIAL RISK MANAGEMENT (Continued)
c. Credit Risk (Continued)
Credit Quality of Financial Assets (Continued)
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

Cash and cash equivalent

26,122

Restricted fund

Trade receivables - third parties

300,553

Other receivables - third parties

410,731

see Notes

see Notes

2a, n, 44)

2a, n, 44)

121,574

277,316

260,923

5,558

207,725

167,098

349

312

77

235

2,502

1,140

2,254

1,580

10,979

10,750

25,116

14,947

101,903

101,754

Prepaid tax
Prepaid expense and advance
payment
Investment in associates company

Investments

614,623

Total

955,128

785,759

458,500

466,734

As of 31 July 2013, trade receivables amounted to Rp 189,241 was not yet due but not
impaired and will be matured in the next 30 days.
Risk of trade receivables past due but not impaired at 31 July 2013 were insignificant
because the debtor had a good experience with the Company and its Subsidiaries.
As of 31 July 2013, trade receivables amounted to Rp 72,188 were past due but not
impaired and will be matured in the next 90 days. It is related to a number of customers
who do not have a history of payment failure.
c. Liquidity Risk
Liquidity risk arises in situations where the Company and its Subsidiaries have difficulties in
obtaining funding sources to fund their working capital and capital expenditure. Liquidity
risk also arises in situations where there is mismatch between the funding sources and any
obligations that have matured.
The Company and its Subsidiaries mitigate liquidity risk by analyzing the cash flows
availability as well as their funding structure.

274

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/83
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
38. FINANCIAL RISK MANAGEMENT (Continued)
c. Liquidity Risk (Continued)
Liquidity risk arises in situations where the Company and its Subsidiaries have difficulties in
obtaining funding. Liquidity risk management are maintaining sufficient cash and cash
equivalents balance. The Company and its Subsidiaries manages liquidity risk by
continuously monitoring actual and forecast cash flows and monitor the maturity profiles of
financial assets and liabilities.
The Company monitors forecasts of the liquidity requirements to ensure that it has
sufficient cash to meet operational needs while maintaining sufficient headroom on its
undrawn committed borrowing facilities at all times so that the Company fulfill
the borrowing limits or covenants on any of its borrowing facilities.
Those forecasting takes into consideration tKH &RPSDQ\V OLDELOLWLHV DV ZHOO DV LWV
Subsidiaries financing plans and covenant compliance.
The following table shows WKH &RPSDQ\V maturity analysis of financial liabilities into
relevant maturity groupings based on their contractual maturities for all financial liabilities
where the contractual maturities are essential for an understanding of the timing of the
cash flows.
The amounts disclosed in the table are the contractual undiscounted cash flows (including
principal and interest payment).
2013
Carrying

Contractual

amount

cash flow

Less than one year

70,000

70,000

Between one and two years

More than two years

Total

70,000

70,000

d. Operational Risk
Operational risk is the risk of losses caused by inadequate or failure of internal processes,
errors due to human factors and systems or from external events. These risks are inherent in
all business processes, operations, systems and services of the Company and its Subsidiaries.
The Company continues to perform risk management in its operations by implementing
mitigations related to existing risks and enables experienced by the Company during the
course of its business. The mitigations related to the Company business are as follow:

275

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/84
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
38. FINANCIAL RISK MANAGEMENT (Continued)
d. Operational Risk (Continued)
The Company continues to maintain a good relationship with all stakeholders, including
good relationships with &RPSDQ\Vsuppliers of raw materials.
The Company continues to transfer knowledge to other management and sustainable
regeneration to maintain the internal continuity of their business.
7KH&RPSDQ\SHUIRUPVWRFRQWLQXHWKHLQQRYDWLRQVLQGHYHORSLQJWKH&RPSDQ\VKHUEDO
products. In addition, with the consistency of the selection and proper use of raw
materials, both in types, quantity and quality, the Company believes that it can produce
herbs and other superfine products so capable to face the competitive competition.
The Company always carefully develops the concept, theme, selects talent and media
and the right time to conduct the marketing campaign in accordance with the character
of the product and its market target.
The Company regularly repairs and maintains machinery and equipment so if there is
damage then it can be anticipated as soon as possible. In some important parts the
Company always prepare backup capacity.
The Company is continuously monitoring and testing of quality and regularly keeping a
sample of each batch of production for 3 years.
The Company conducts a necessary training to maintain and improve the expertise and
skills of its human resources so that the Company can maintain the quality of products
sold by the Company are expected to contribute positively for the performance of the
Company.
The Company has implemented a comprehensive risk management, designed the plant
and infrastructure facilities as well, in addition the Company is also insuring the building
and factory facilities with insurance.
39. FAIR VALUE OF FINANCIAL FINANCIAL ASSETS AND LIABILITIES
The fair value of financial assets and liabillitas are estimated for purposes of recognition and
measurement or for disclosure purposes.
6)$61R)LQDQFLDO,QVWUXPHQW'LVFORVXUHVUHTXLUHVGLVFORVXUHRIIDLUYDOXHPHDVXUHPHQWV
with the following fair value hierarchy:
a. Quoted (unadjusted) prices in active markets for identical assets or liabilities (Level 1);

276

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/85
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
39. FAIR VALUE OF FINANCIAL FINANCIAL ASSETS AND LIABILITIES (Continued)
6)$61R)LQDQFLDO,QVWUXPHQW'LVFORVXUHVUHTXLUHVGLVFORVXUHRIIDLUYDOXHPHDVXUHPHQWV
with the following fair value hierarchy: (Continued)
b. Inputs other than market quotations included within Level 1 that are observable for the
asset or liability, either directly (for example, prices) or indirectly (for example, derivatives
prices) (Level 2); and
c. Inputs for the asset or liability that are not based on observable market data (unobservable
inputs) (Level 3).
The Company financial assets and liabilities measured and recognized at fair value (Level 2) are
derivative payables and receivables.
The fair value of financial instruments traded in active market is determined based on quoted
market prices at the reporting date. The quoted market price used for financial assets is the
Companys bid price, while for financial liabilities using the ask price. These financial
instruments are included in level 1.
The fair value of financial instruments that are not traded in an active market is determined
using valuation techniques. The techniques use observable and available market data, and
refers to a minimum estimate. If all significant inputs in the fair value are observable, these
financial instruments are included in level 2.
If one or more significant input are not based on observable market data, then the instruments
are included in level 3.
Input other than market quotations price included within Level 1 that are observable for the
asset or liability, either directly (for example, prices) or indirectly (for example, derivatives
prices) (Level 2).
The tabel below represents assets and liabilities of the Company measured at fair value as of
31 July 2013:
31 July 2013
Level 1
Available-for-sale financial assets

Level 2
614,563

Level 3
-

Certain valuation techniques used to determine the value of financial instruments included:
Usage price obtained by exchange or securities for similar instrument and;
Other technic such as analitycal discounted cash flow used to determine other value of
financial instrument.

277

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/86
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
39. FAIR VALUE OF FINANCIAL FINANCIAL ASSETS AND LIABILITIES (Continued)
The table below describes carrying value and fair value of financial assets and liabilities:
31 July 2013
Book value

31 December 2012

Fair value

Book value

Fair value

Financial Assets
Cash and cash equivalent

26,122

26,122

410,731

410,731

Trade receivables - Third parties

300,553

300,553

260,923

260,923

Other receivables - Third parties

349

349

312

Investments

614,623

614,623

Total Financial Assets

941,647

941,647

671,966

671,966

Short-term bank loan

112,339

112,339

298,797

298,797

Trade payables - Third parties

110,740

110,740

192,776

192,776

Other payables - Third parties

21,537

21,537

48,041

48,041

1,846

1,846

19,440

19,440

694

694

960

960

247,156

247,156

560,014

560,014

312
-

Financial Liabilites

Accrued expenses
Advance from customers
Total Financial Liabilities

31 December 2011

31 December 2010

(As restated, see Notes 2a, n, 44) (As restated, see Notes 2a, n, 44)
Carrying

Fair

Carrying

Fair

amount

value

amount

value

Financial Assets
Cash and cash equivalent
Restricted fund

121,574
-

123,089

277,316

277,316

5,558

5,558

Trade receivables - Third parties

207,725

207,933

167,098

167,098

Other receivables - Third parties

77

77

235

235

329,376

331,099

450,207

450,207

Total

Financial Liabilities
Short term bank loan

139

139

Trade payables - Third parties

124,174

124,174

84,324

Other payables - Third parties

235

235

5,554

5,554

55,508

55,508

17,876

17,876

Accrued expenses
Advances payments
Loan to shareholders
Long term loan
Total

84,324

35,246

35,246

179

179

252,898

252,898

235,032

235,032

87

87

826

826

468,287

468,287

343,791

343,791

Fair value of most of financial assets and liabilities equals to carrying amount due to
unsignificantly discounted impact.

278

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/87
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
40. EARNING PER SHARE
For the period of 7 (seven) months ended 31 July 2013 and 2012 (unaudited) and the years
ended 31 December 2012, 2011, and 2010 net income used to calculate earnings per share each
is Rp 207,999, Rp 190,952, Rp 387,538, Rp 339,935, Rp 237,169, respectively. Weighted
average number of shares for the period of 7 (seven) months ended 31 July 2013 and 2012
(unaudited) and the year ended 31 December 2012, 2011, and 2010 each are 13,500,000,000,
36,000, 1,130,000, 36,000 and 36,000 shares, respectively.
41. AGREEMENTS AND COMMITMENTS
Principal Agreement
PT Muncul Mekar
On 19 February 2006, the Company signed an agreement with PT Muncul Mekar in which the
Company appointed PT Muncul Mekar to act as a distributor of all the products that have been
there or will be produced in the future include herbal powders, liquid herbs, herbal instant and
nature blessing.
This agreement has a term of 19 February 2006 to 19 February 2011 and may be extended again
for taking the time and with the requirements that will be specified later (Note 25).
On 19 February 2011, the Company signed extension of the agreement until 19 February 2016.
Compensation related to the agreement on the deal is the difference in the selling price of
goods to customers with the purchase price of the Company.
PT Semarang Herbal Indo Plant
On 23 November 2011, the Company signed Manufacture Agreement with PT Semarang Herbal
Indo Plant for extraction process. Period for this Agreement is unlimited. Compensations given
for this Agreement amounting to Rp 20,000 per kilogram extraction.
PT Muncul Putra Offset
On June 1, 2013, the Company entered into a lease agreement with PT Muncul Putra Offset.
Under the agreement, the Company leases a building located on Jl. Soekarno Hatta Km 28,
Klepu, Bergas, Kabupaten Semarang, Central Java in the 12-month period amounted to Rp 300.
On July 17, 2013, the Company signed an agreement with PT Muncul Putra Offset in the form of
purchases of goods and services packaging manufacturing packaging products Company.
Has been compared with other suppliers. The agreement valid from 1 March 2013 and can be
terminated with 30 days notice of the party will end before the effective date of termination
(Note 25).

279

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/88
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
41. AGREEMENTS AND COMMITMENTS (Continued)
PT Muncul Putra Offset (Continued)
Purchases of goods and services packaging manufacturing packaging products are based on the
price agreed in the purchase order where the price and quality of goods and services have been
compared with other suppliers. On 31 July 2013, 31 December 2012, 2011 and 2010, the total
payment for PT Muncul Putra Offset amounting Rp 100,745, Rp 174,928, Rp 168,474 and
Rp 196,749.
PT Muncul Armada Raya
On 29 September 2012, the Company signed Cooperation Agreement on Advertising Stickers Box
Panel Installation with PT Muncul Armada Raya. Based on the agreement, the Company can
attach a sticker box panel in 57 units of box cars in a period of 1 year at a cost of Rp 132.5 per
year.
On 17 July 2013, the Company signed an agreement with PT Muncul Armada Raya in the
transportation of products and services of raw materials the Company. The agreement valid
from 1 March 2013 and can be terminated with 30 days notice of the party will end before the
effective date of termination (Note 25).
Service usage and transportation of raw material products the company is based on
agreed prices where the price of such services has been compared with other suppliers.
On 31 July 2013, 31 December 2012, 2011 and 2010, all payments to PT Muncul Armada Raya
amounting of Rp 10,644, Rp 11,438, Rp 18,538 and Rp 16,704.
Unit Usaha Kopaja Advertising
On September 2012, the Company signed Cooperation Agreement on Advertising Full Body
Painting Kopaja Bus with Unit Usaha Kopaja Advertising. Based on the agreement, the Company
can set full body painting advertisements on 10 units bus within 1 year period since the stated
date or bus operates with cost of Rp 427.5 per year.
I Gusti Agung Rai Kusuma
On 10 December 2012, the Company entered into a Cooperation Agreement with I Gusti Agung
Rai Kusuma as models immortalized by way of shooting, shooting video / film and
sound recorded for charging that will be used by the Company for promotion products
Kuku Bima Ener-G Sido Muncul. The amount paid for the contract value amounting to
Rp 170 per contract. Agreement validity period is 1 year from the date of 15 December 2012
until 14 December 2013.
Positif Art Management
On 29 January 2013, the Company entered into a Cooperation Agreement with Positive Art
Management of Model Promotional Advertising Products Coffee Ginger Sido Muncul.
The agreement for the loading / broadcast advertising campaign in the media is valid for 1 year
from the date of 19 December 2012 until 19 December 2013 with an agreed honorarium
amounting to Rp 400.

280

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/89
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
41. AGREEMENTS AND COMMITMENTS (Continued)
PT Gebyar Komunikasi
On 10 Desember 2012, the Company signed cooperation agreement with PT Gebyar Komunikasi.
Based on the agreement, the Company can set DQ LQVWDOODWLRQ RI WKH &RPSDQ\V SURGXFW
billboards in LED Videotron located at Jalan Yos Sudarso Simpang Baloi Lubuk Baja in the period
from 2 August 2012 until 2 August 2013 at cost of Rp 600.
PT Muncul Anugerah Sakti
On 3 January 2013, the Company entered into a lease agreement with PT Muncul Anugerah
Sakti. Under the agreement, the Company as the lessor, agreed to lease 8 units to PT Muncul
Anugerah Sakti amounting Rp 600 with a period of 12 months commencing from 1 January 2013
until 31 December 2013.
PT Dasa Tri Manunggal
Company entered into a lease agreement in the form of PT Dasa Tri Manunggal contract
hire cars and motorcycles for the Company's operations as many as 20 cars and 6 motorcycles
with the amount of rent per year is Rp 1,625. Year lease period from September 2012 to
October 2014 (Note 25).
Universal Ventures Fund, SCC
On 1 February 2013, the Company signed an investment agreement with Universal Ventures
Fund, SCC. Universal Ventures Fund, SCC is a company established under the laws of Barbados
who has a license to run a business based on Mutual Funds Act, CAP 320 B of the Laws of
Barbados. Based on the agreement, the Company agreed to invest in 249,500 shares of K class
shares or worth USD 24.95 with the cost of the management fee to be paid in advance by 0.2%
or the amounted to USD 50,000 per year.
PT Merdeka Sandisurya
Companies buy and sell units of non-residential apartment units in office buildings in
accordance with the Sale and Purchase Agreement No. 01/PPJB.1601/IX-2011 on
3 October 2011. The office building is located on Jl. Pandanaran No. 30, Semarang Floor 16,
an area of 1,091.76 m2 (in full amount) with a selling price of Rp 17,468 and installment
payments for 23 times every 1st date with a nominal value of Rp 738.
Royalty Agreement
On 10 October 2012, the Company signed an agreement with David Hidayat as the authorized
on behalf of himself and oral authorized from Desy Sulistio Hidayat, Irwan Hidayat, Sofyan
Hidayat, Johan Hidayat and Sandra Linata Hidayat. Based on Extraordinary Shareholders
General Meeting on 9 November 2012, the Company agreed to provide royalty to HiGD\DWV
family. Provision of royalty amounted to 1.5% of net product sales sold by the Company.
The basis upon which royalties are the result of the General Meeting of Shareholders, which
percentage is lower than generally accepted.

281

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/90
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
42. SEGMENT INFORMATION
In making decisions by management, the Company and its Subsidiaries are classified into
business units based on primary segmentation in the form of production and distribution
segments.
The Company segment informations based on primary segmentation are as follow:

Sale s
Cost of goods sold
Gross profit

Herbal

Energy

medicine

drink

31 Juli 2013
Beverage and
Healthy
confectionery

drink

Others

Total

568,584

602,987

182,493

27,560

11,562

1,393,186

(190,788)

(475,587)

(153,987)

(11,052)

(1,983)

(833,397)

377,796

127,400

28,506

16,508

9,579

559,789

Operating expenses

268,121

Operating income

291,668

Financial income/
(expenses)

(6,555)

Other income/
(expenses)

(5,285)

Profit before income tax

279,828

Income tax expenses

(77,613)

Other comprehensive
income

5,784

Net Income

207,999

Segment assets

1,908,539

Segment liabilities

326,189

282

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/91
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
42. SEGMENT INFORMATION (Continued)

Sale s
Cost of goods sold
Gross profit

Herbal

Energy

medicine

drink

31 Desember 2012
Beverage and
Healthy
confectionery

drink

Others

Total

785,253

1,266,185

266,666

59,149

14,414

2,391,667

(272,676)

(944,942)

(225,290)

(25,110)

(3,002)

(1,471,020)

512,577

321,243

41,376

34,039

11,412

Operating expenses

920,647
(416,294)

Operating income

504,353

Financial income/
(expenses)

5,197

Other income/
(expenses)

4,071

Profit before income tax

513,621

Income tax expenses

(126,083)

Net Income

387,538

Segment assets

2,150,999

Segment liabilities

846,348
31 Desember 2011

Sale s
Cost of goods sold
Gross profit

Herbal

Energy

Beverage and

Healthy

medicine

drink

confectionery

drink

Others

Total

586,722

1,339,653

229,729

32,282

9,887

2,198,273

(174,614)

(937,984)

(192,872)

(13,166)

(1,948)

(1,320,584)

412,108

401,669

36,857

19,116

7,939

877,689

Operating expenses

(438,740)

Operating income

438,949

Financial income/
(expenses)

10,609

Other income/
(expenses)

5,486

Profit before income tax

455,044

Income tax expenses

(115,109)

Net Income

339,935

Segment assets

1,168,658

Segment liabilities

633,314

283

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/92
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
42. SEGMENT INFORMATION (Continued)
31 December 2010

Sale s
Cost of goods sold
Gross profit

Herbal

Energy

Beverage and

Healthy

medicine

drink

confectionery

drink

Others

Total

482,523

1,201,982

139,762

30,068

12,203

1,866,538

(162,610)

(880,091)

(122,669)

(12,647)

(2,587)

(1,180,604)

319,913

321,891

17,093

17,421

9,616

685,934

Operating expenses

(350,862)

Operating income

335,072

Financial income/
(expenses)

2,778

Other income/
(expenses)

1,341

Profit before income tax

339,191

Income tax expenses

(102,022)

Net Income

237,169

Segment assets

890,202

Segment liabilities

543,793

43. CAPITAL MANAGEMENT

The objectives of the Company and its Subsidiaries manage capital are to maintain the
Company and its SXEVLGLDULHV DELOLW\ WR FRQVWDQWO\ FRQWLQXH HIIRUWV WKDW SURYLGH EHQHILWV WR
shareholders and other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital.
The Company and its Subsidiaries are actively and regularly examining and managing the
capital structure to ensure the capital structure and the optimal returns to shareholders,
considering the future capital requirements and the capital efficiency of the Company and its
Subsidiaries, the profitability of the present and future, current projections cash operations,
projected capital expenditures and projected strategic investment opportunities.
As generally accepted practice, the Company and its Subsidiaries evaluate the capital structure
through debt-to-equity ratio (gearing ratio) is calculated by dividing the net debt to equity. Net
debt is total liabilities as presented in the consolidated statement of financial position reduced
with cash and cash equivalents. While covering the entire equity capital attributable to equity
holders of the Company. As of 31 July 2013, 31 December 2012, 2011 and 2010, the ratio
calculation is as follows:

284

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/93
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
43. CAPITAL MANAGEMENT (Continued)
31 December
2011

2010

(As restated, (As restated,

31 July
2013

2012

see Notes

see Notes

2a, n, 44)

2a, n, 44)

Total liabilities

326,189

846,348

633,314

543,793

Less: cash and cash equivalents

(26,122)

(410,731)

(121,574)

(277,316)

Net payable

300,067

435,617

511,740

266,477

Total equity

1,582,350

1,304,651

535,344

346,409

0.19

0.33

0.96

0.77

Debt to Capital Ratio

There are capital requirements for loans to PT Bank Central Asia Tbk to meet the debt-toequity ratio within a maximum of 2 times. The company still meets the requirements.
The consequences of non-compliance of external capital requirements, if the non-compliance
has been expressed as follows:
a. If there is failure as follows :
Company failure to pay the debt on time and in the way as specified in the Credit
Agreement, in which case the due has given a valid and sufficient evidence that the
Company had ignored its obligations;
The Company is neglected or not meeting the requirements or provisions referred to in
Article 13 and Article 14 or other provisions in the Credit Agreement and other
agreements in accordance with the Credit Agreement, either existing or to be made in
the future;
Collateral Provider neglects its obligations under the Collateral Documents;
7KH RWKHU SDUW\ ZKLFK GHEW LV VHFXUHG E\ WKH VDPH FROODWHUDO ZLWK WKH &RPSDQ\V
Collateral has declared as negligence by the BCA;
The Company uses Credit Facility departures from the intent and purpose of its use;
According to the BCA assessment, financial condition, bonafidity and solvency of the
&RPSDQ\ZDVGHFOLQHGLQVRPHZD\DIIHFWHGWKH&RPSDQ\VDELOLW\WRSD\GHEWV
The Company and/or Collateral providers filed for bankruptcy or declared bankrupt or
filed a suspension of debt payments or for any reason are no longer be eligible to
manage and control the assets of the Company and/or Collateral providers;
Most or all of the assets of the Company and/or collaterals seized due to litigation or
dispute that could materiall\DIIHFWWKH&RPSDQ\DQGRUFROODWHUDOVDELOLW\WRPHHWLWV
obligations under the Credit Agreement and/or the Collateral Documents;

285

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/94
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
43. CAPITAL MANAGEMENT (Continued)
The consequences of non-compliance of external capital requirements, if the non-compliance
has been expressed as follows: (Continued)
Collateral provided by the Company and/or Collateral providers is destroyed,
diminishing its value or seized others either partially or wholly or because of something
is ended its entitlement;
An agreement was made Collateral submitted by the Company and/or the collateral
provider to BCA or an information or statements given to the BCA, including but not
limited to the statements contained in article 12 of the Credit Agreement, prove to be
incorrect;
The Company involved in the case in which the Court as a judgment from BCA can cause
the Company and/or Guarantor pay compensation and/or other payments that could
PDWHULDOO\DIIHFWWKH&RPSDQ\VDELOLW\WRPDNHGHEWSD\PHQWV
The Company violates of any provision of applicable law or regulations which could
result in the Company's business license revoked and/or directly or indirectly affect the
&RPSDQ\VDELOLW\WRPHHWLWVREOLJDWLRQVXQGHUWKH&UHGLW$JUHHPHQW
The inclusion of any request from the other party to the Company to be declared
bankrupt or to the designated person/other parties to control the assets of the Company
and such things can not be resolved by the Company within 30 (thirty) days from the
date of filing of the petition or the appointment;
The Company is dismissed or liquidated;
The Company failed to meet its obligations under the credit agreement or other
agreement with any name that is also signed by the Company with the BCA and/or with
other parties;
Other Debtors failed to meet its obligations under the Other Debtor Credit Agreement
and the other agreements in accordance with the Credit Agreement Other Debtors, or to
the credit agreement or other agreement with any name which is signed by Other
Debtor with the Bank and/or other parties that existed and will be made in the future;
the parties declare not applicable of article 1266 of the Civil Code, particularly
concerning necessity to apply for cancellation of the agreement by the District Court
and BCA rightfully stated maturity debt immediately and must be paid in full at the
same time by Company without regard to the provisions of the BCA Debt as defined in
DUWLFOH  RI WKH &UHGLW $JUHHPHQW ZLWK WKH SURYLVLRQV RI WKH &RPSDQ\V REOLJDWLRQV
arising from the Credit Agreement remain shall be filled.
b. If the Company is obliged to perform an obligation based on the Credit Agreement within a
specified time and the Company failed to execute then with the passed time is a valid and
VXIILFLHQWHYLGHQFHRIWKH&RPSDQ\VIDLOXUHVRDQRWLFHVummon) is not necessarily needed
or other similar securities as well and also warning letter from the seizor.
c. If the debt to maturity referred to Credit Agreement points above so BCA is entitled to
exercise its rights as a creditor to obtain debt repayment by execute his rights against the
Company and/or its assets, including but not limited to the exercise of rights BCA to the
Collateral and/or the Guarantor and the Collateral Documents by Deed Granting Guarantee.

286

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/95
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
44. RESTATEMENT AND ACCOUNT RECLASIFICATION OF FINANCIAL STATEMENTS
As described in Note 2a, effective on 26 December 2012, the Company completed the purchase
of shares in PT Muncul Mekar and PT Semarang Herbal Indo Plant as much as 99.99% of the
shareholders. The transaction, in accordance to SFAS No. 38 on Accounting for Restructuring
Transactions Entities Under Common Control, accounted for using the pooling-of-interest
method. Thereby, the consolidated financial statements for the years ended 31 December 2011
and 2010 have been restated as if the PT Muncul Mekar and PT Semarang Herbal Indo Plant
have joined the Company since the beginning of the periods presented.
The Company has restated the consolidated financial statements, which have been previously
published, as of and for date and for the years ended 31 December 2011 and 2010 and the
consolidated statements of financial position at 1 January 2010 to reflect adjustments related
to the adoption of Statement of Financial Accounting Standards specified that became
effective on 1 January 2012, retrospectively.
In accordance with SFAS No. 38 (Revised 2004), the Company has restated accounts in the
consolidated financial statements for the years ended 31 December 2011 and 2010 are
amended as follow:
Impact of
31 December 2011
As restated *)

adjusted

As recorded

accounting

previously

policy

Statement of financial position

Current assets

743,798

704,053

39,745

Non-current assets

424,860

359,349

65,511

1,168,658

1,063,402

105,256

Total Assets
Liabilities and Equity
Current liabilities

360,667

357,000

3,667

Non-current liabilities

272,647

293,714

(21,067)

Equity

535,344

412,689

122,655

1,168,658

1,063,403

105,255

Total Liabilities and Equity

*) Including the carrying amount of assets and liabilities PT Muncul Mekar and PT Semarang
Herbal Indo Plant after elimination.

287

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/96
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
44. RESTATEMENT OF FINANCIAL STATEMENTS (Continued)
Some accounts presented by the Company and its Subsidiaries for a more precise presentation
has the following details:
31 December 2011
PT Semarang
PT Muncul

Herbal

Mekar

Indo Plant

Statement of financial position

Current assets
Non-current assets
Total Assets

254,970

3,180

13,380

55,589

268,350

58,769

217,356

2,033

Liabilities and Equity

Current liabilities
Non-current liabilities
Equity
Total Liabilities and Equity

4,884

160

46,110

56,576

268,350

58,769

Impact of
31 December 2011
As restated

adjusted

As recorded

accounting

previously

policy

Statement of comprehensive income

Sale s

2,198,273

2,077,892

120,381

(1,320,584)

(1,317,031)

(3,553)

877,689

760,861

116,828

Sales and marketing expenses

(337,612)

(260,206)

(77,406)

General and administrative expenses

(101,128)

(103,403)

2,275

11,215

10,885

330

(606)

(487)

(119)

Cost of goods sold and direct expenses

Gross Profit

Other financial income

Other financial expenses
Other operating income

7,754

6,980

774

Other operating expenses

(2,268)

(455)

(1,813)

Profit Before Income Tax

455,044

414,175

40,869

110,505

107,237

3,268

4,604

1,676

2,928

115,109

108,913

6,196

339,935

305,262

34,673

Income Tax
Current tax
Deferred tax
Total Income Tax Expenses
Profit Before Comprehensive Income

288

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/97
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
44. RESTATEMENT OF FINANCIAL STATEMENTS (Continued)
Some accounts presented by the Company and its Subsidiaries for a more precise presentation
has the following details:
Impact of
31 December 2011
As restated

adjusted

As recorded

accounting

previously

policy

Profit Before Comprehensive Income (Continued)

339,935

305,262

34,673

Other comprehensive income

339,935

305,262

34,673

Profit for the year atributable to:

The owner of parent
Non-controling interest

0.02

Total

339,935

305,262

0.02
34,673

Impact of
31 December 2010
As restated *)

adjusted

As recorded

accounting

previously

policy

Statement of financial position

Current assets

639,127

596,735

42,392

Non-current assets

251,075

197,700

53,375

Total Assets

890,202

794,435

95,767

Current liabilities

267,357

257,221

10,136

Non-current liabilities

276,436

273,140

3,296

Equity

346,409

264,074

82,335

Total Liabilities and Equity

890,202

794,435

95,767

Liabilities and Equity

*) Including the carrying amount of assets and liabilities PT Muncul Mekar and PT Semarang
Herbal Indo Plant after elimination.

289

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/98
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
44. RESTATEMENT OF FINANCIAL STATEMENTS (Continued)
Some accounts are restated by the Company and its Subsidiaries for a more precise
presentation as follows:
31 December 2010
PT Semarang
PT Muncul

Herbal

Mekar

Indo Plant

Statement of financial position

Current assets
Non-current assets
Total Assets

187,398

5,970

13,269

50,334

200,667

56,304

166,223

5,121

Liabilities and Equity

Current liabilities
Non-current liabilities
Equity
Total Liabilities and Equity

3,292

31,152

51,179

200,667

56,304

31 December 2010
As recorded
As restated

previously

Impact of
adjusted
accounting
policy

Statement of comprehensive income

Sale s

1,866,538

1,782,681

83,857

(1,180,604)

(1,180,702)

98

685,934

601,979

83,955

Sales and marketing expenses

(218,599)

(167,495)

(51,104)

General and administrative expenses

(132,263)

(119,179)

(13,084)

Cost of goods sold and direct expenses

Gross Profit

Other financial income

Other financial expenses
Other operating income

6,653

6,334

319

(3,875)

(3,694)

(181)

5,694

1,597

4,097

Other operating expenses

(4,353)

(454)

(3,899)

Profit Before Income Tax

339,191

319,088

20,103

(104,798)

(99,141)

(5,657)

2,776

2,484

292

(102,022)

(96,657)

(5,365)

237,169

222,431

14,738

Income Tax
Current tax
Deferred tax
Total Income Tax Expenses
Profit Before Comprehensive Income

290

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/99
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
44. RESTATEMENT OF FINANCIAL STATEMENTS (Continued)
Restatement (Continued)
Some accounts are restated by the Company and its Subsidiaries for a more precise
presentation as follows:
Impact of
adjusted

31 December 2010
As restated

As recorded

accounting

previously

policy

Profit Before Comprehensive Income (Continued)

237,169

222,431

14,738

Other comprehensive income

Total Other Comprehensive Income

237,169

222,431

14,738

237,169

222,431

14,738

Profit for the year atributable to:

The owner of parent
Non-controling interest

0.01
237,169

0.01

222,431

14,738

45. NON-CASH ACTIVITIES

31 July

31 December
2011

2010

(As restated, (As restated,

see Notes

see Notes

2013

(unaudited)

2012
2012

2a, n, 44)

2a, n, 44)

1,972

14,727

5,110

2,327

Additional property, plant and equipment

through financial lease loans

581

Additional property, plant and equipment

advances payment and other payables

15,824

Advances for purchase of property, plant

and equipment

3,481

291

These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/100
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
46. EVENTS AFTER THE REPORTING PERIOD
1. Based on Notarial Deed No.33 from Fathiah Helmi, SH, Notary in Jakarta dated
18 September 2013 regarding statements of mutual agreement of all the CompanyV
shareholders of PT Industri Jamu dan Farmasi Sido Muncul Tbk, the shareholders has been
convicted to approve of several things among others:
a. Changes of entire Article of Association of the Company among others:
Agreed to change status of the Company from Unlisted Company to Listed Company
To confirm to Bapepam and LK Regulation Number IX J.1 Attachment of the Decision
of Chairman of Bapepam-LK Number: KEP-179/BL/2008 dated 14 May 2008 in regard
to the Fundamentals of the Articles of Association of the Company to perform public
offering of equity and public company;
Approved the amendment of Article 4, paragraph 1 of the Company's increase the
authorized capital of the Company of Rp 4,500,000,000,000 (in Rupiah full amount)
consists of 45,000 shares, with nominal value of Rp 100 (in Rupiah full amount) to
Rp 5,000,000,000,000 (full Rupiah) consist of 50,000,000,000 (full amount) shares,
with nominal value of Rp 100 (in rupiah full).
b. Approved the issuance of shares of the Company maximum of to 15,000,000,000 new
shares (full amount) with a nominal value of Rp 100 (in Rupiah full amount) offered at
an offer price regarding to applicable laws and regulations, including regulations of
&DSLWDO 0DUNHW DQG 6WRFN ([FKDQJH 5HJXODWLRQ DSSOLFDEOH LQ ZKHUH WKH &RPSDQ\V
shares will be listed.
c. Approved the allocation of shares maximum of 10% of total issuance of new shares, in
order to Employee Stock Allocation (ESA) program with respect to Bapepam-LK or
Otoritas Jasa Keuangan (OJK) regulations and the Stock Exchange Regulations.
d. Approved to authorize the Board of Directors the Company to carry out all necessary
actions in accordance with IPO (Initial Public Offering), including but not limited to:
Establish the use of funds raised through public offering;
Register the shares of the Company at Collective Custody in accordance with
Indonesian Central Securities Custodian regulations;
Record all the issued and fully paid shares of the Company to the Stock Exchange.
e. Approved to provide authority to the Board of Commissionaire of the Company to:
- Determine the certainty of issued shares through Initial Public Offering to the society;
- Stated in notarial deed regarding to increase issue and paid-in capital Company as
a realization of the issuance shares that have been issued in the Initial Public Offering
after completed;
f.

Received and approve the resignation of Mr. Ray Nugraha Yoshuara commencing
15 September 2013.

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These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/101
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
46. EVENTS AFTER THE REPORTING PERIOD (Continued)
g. Approved to changes in the composition of the Board of Directors and Board of
Commissioners as follows:
Board of Directors
President Director

Irwan Hidayat

Director

Sofyan Hidayat

Director

David Hidayat

Unaffiliated Director

Revi Firmansjah

Board of Commissioners
President Commissioner

Sigit Hartojo Hadi Santoso

Commissioner

Johan Hidayat

Independent Commissioner

Budi Setiawan Pranoto

The changes of authorized capital has been approved by the Ministry of Law and Human
Rights of the Republic of Indonesia No. AHU-49566.AH.01.02.Tahun 2013 dated
24 September 2013.
2. In accordance with the promissory notes dated 19 September 2013, the Company and
PT Hotel Candi Baru (HCB) in which the company's accounts receivable to HCB amounting
Rp 87,975,415,277. Such receivable bears interest rate appropriate with interest rate
from Goverment Bank and will be paid after the date of 31 December 2013 as agreed by
both parties.
3. In accordance with the Letter of Recognition Debt dated 20 September 2013 between the
Company and PT Daya Cipta Tiara (DCT), wherein DCT has paid all the receivable on
9 October 2013.
4. The Company have received Underpayment Tax Assessment Letter of Income Tax
Article 21 No. 00072/201/11/ 511/13 dated 12 July 2013 for the tax period of January to
December 2011 amounted to Rp 86,5.
5. Base on Initial Public Offering Registration Statement Letter No. 031/IPO/X/2013 dated
10 October 2013, the Company filed a Registration Statement for Initial Public Offering.
Until the completion date of the consolidated financial statements as of 31 July 2013,
the public offering statement is still in the process of obtaining an effective statement
from the OJK.
6. The Company's receivables to PT Gasindo Mekar Putra amounting to Rp 1,810,000,000
already paid on 25 September 2013.
7. Based on statements from the management on 21 October 2013, the Company will redeem
the investment at Universal Ventures Fund SCC in the near future or at the latest on
30 June 2014.

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These consolidated financial statements were originally issued in the Indonesian language

Exhibit E/102
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
47. REISSUANCE OF CONSOLIDATED FINANCIAL STATEMENTS
We previously have published the Independent Auditor's Report No. 771/4-S114/ISW-3/07.13
dated 26 September 2013 regarding the consolidated financial statements of PT Industri Jamu
dan Farmasi Sido Muncul Tbk and its Subsidiaries as of 31 July 2013, 31 December 2012, 2011
and 2010 and for the seven months period ended 31 July 2013 and the years ended
31 December 2012, 2011 and 2010, in connection with the redeem of the Company and its
Subsidiaries investment (Notes 10 and 46) then we has reissued the consolidated financial
statements.
We have also reissued the Independent Auditor's Report No.793/4-S114/ISW-3/07.13/R
dated 23 October 2013 regarding the consolidated financial statements of PT PT Industri Jamu
dan Farmasi Sido Muncul Tbk and Subsidiaries dated 31 July 2013, 31 December 2012, 2011 and
2010 and for the seven months period ended 31 July 2013 and the years ended 31 December
2012, 2011 and 2010, with respect to examination result from Otoritas Jasa Keuangan (OJK)
dated 24 October 2013 regarding the registration statement in the Initial Public Offering of the
Company, hence we reissued to the financial presentation and disclosures with some changes in
the notes 2a, 5, 6, 10, 12, 16, 17, 23, 25, 26, 29, 41, 44, 45 and 46 on such consolidated
financial statements.
48. COMPLETION OF THE CONSOLIDATED FINANCIAL STATEMENTS
The management of the Company is responsible for the preparation of these consolidated
financial statements that were completed on 28 October 2013.

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XVIII. INDEPENDENT APPRAISAL REPORT

Presented below is the Appraisal Report on the market value of the fixed assets owned by the Company, as
conducted by Public Appraisal Company Benedictus Darmapuspita and Partners as presented in the Appraisal
Report No. BDR 2012-0536/A1-A4,B1-B4, C dated 19 September 2013.


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XIX.

ARTICLES OF ASSOCIATION

The Companys Articles of Association as provided below is the latest of the Companys Articles of Association
as provided in the Deed of Shareholders Meeting Resolution of PT Industri Jamu dan Farmasi Sido Muncul Deed
of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul
No. 33 dated 18 September 2013, drawn up before Fatiah Helmi, SH, Notary in Jakarta, which has been ratified
by the Minister of Justice and Human Right by Decree No. AHU-49556.AH.01.02 dated 24 September 2013 and
registered in the Company Registry under No. AHU-0089234.AH.01.09. dated 24 September 2013, whereby the
shareholders approved to change the Companys status to a public company and to add the Companys
business activities and to adapt the entire provisions of the Companys Articles of Association to conform with the
requirements relating to the articles of association of public companies as set forth under Rule No. IX.J.1, which
resulted in the change of the Companys name to PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk.
The Companys Articles of Association has conformed to the Rule No. IX.J.1, Attachment of the Decree of the
Chairman of Bapepam and LK No. Kep179/BL/2008 dated 14 May 2008, and Law No. 40 of 2007 regarding
Limited Liability Company.
NAME AND DOMICILE
Article 1
1. The limited liability is named PT Industri Jamu dan Farmasi Sido Muncul Tbk, domiciling in Semarang City
(hereinafter referred to as the Company).
2. The Company may open branch or representative offices in other locations whether inside or outside the
Republic of Indonesia as determined by its Board of Directors.
PERIOD OF ESTABLISHMENT
Article 2
The Company is established for an indefinite period and commenced operation as a limited liability company on
18 March 1975 (eighteen March nineteen seventy-five).
AIM AND OBJECTIVE AND BUSINESS OPERATIONS
Article 3
1. The aim and objective of the Company is to conduct business in the sectors of herbal medicine and
pharmaceutical industry, trade, ground transportation, service, and agriculture.
2. To achieve the aforesaid aim and objective, the Company may carry out the following business operations:
A. Main business activities:
a. Enage in industrial sector including pharmaceutical, herbal medicine, herb ingredients, cosmetic,
health food and beverages, and electronic medical devices;
b. Engage in trading, including import, export, local, interprovinces, agency, purveyors, wholesaler,
supplier, and distributor for pharmaceutical products, herbal medicine, herb ingredients, cosmetics,
health drinks, food supplements, and electronic medical devices, either for the Company or on a
commission basis for and on behalf of other parties;
c. Engage in ground transportation business, including expedition, warehousing and freight to support
the aforementioned industry and trading activities;
d. Engage in wellness service business, utilize wellness related electronic device and engage in
healthcare services, except legal and tax service;

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e. Engage in agriculture business, which include conservation of herbal plants and animals to be used
as objects for cosmetic and herbs ingredients research and providing visitors infrastructure at the
herbal plants and animal conservation area, all of which are aimed to support the pharmaceutical
and herbal medicine industry referred to above.
B. Supporting business activities:
a. Engage in waste management;
b. Engage in plantation;
c. Engage in printing;
d. Engage in herbal medicine consultation.
CAPITAL
Article 4

1. The authorized capital of the Company is in the amount of Rp5,000,000,000,000.00 (five trillion rupiah),

divided among 50,000,000,000 (fifty billion) shares, each having a nominal value of Rp100.00 (one hundred
rupiah).

2. Out of the above authorized capital, 13,500,000,000 (thirteen million and five hundred thousand) shares each

having a nominal value of Rp100.00 (one hundred rupiah) with a total nominal value Rp1,350,000,000,000.00
(one trillion three hundred and fifty billion rupiah) have been paid-up in full to the Company by each of the
shareholders subscribing as set out at the end of this deed.

3. 100% (one hundred percent) of the above authorized capital, or a total nominal value of

Rp1,350,000,000,000.00 (one trillion three hundred and fifty billion rupiah) have been paid-up in full to the
Company by each of the shareholders in form of cash, as stated in the Deed No. 23 dated 21 March 2013
(twenty first of March two thousand and thirteen), drawn up before Dewikusuma, SH, Notary in Semarang
which has been ratified by the Minister of Justice and Human Right by Decree No. AHUAH.01.1011347 dated
28 March 2013 (twenty eight of March two thousand and thirteen).

4. Payment for shares can be made in form of cash or others. Payment for shares in forms other than cash,

either as tangible or intangible articles, is subject to the following conditions:

a) the object to be made as deposit of the capital shall be announced to the public at the time of invitation to
the GMS concerning such deposit to convene;
b) the object to be made as deposit of the capital shall be appraised by an appraiser registered with the
Financial Service Authority (previously knowned as the Capital Market and Financial Institutions
Supervisory Agency, hereinafter being referred to as the Financial Service Authority), and is not
encumbered as lien in any way whatsoever;
c) approval from a GMS shall be obtained with quorum as stipulated in Article 14 section (1) of this Articles
of Association;
d) in the event the object to be deposited as capital is in the form of the Companys shares listed at the
Stock Exchange, their price shall be set at the fair market price;
e) in the event the capital deposit is derived from retained earnings, shares paid above par value, the
Companys net profit, and/or private capital, then such profit held in reserve, shares paid above par value,
the Companys net profit, and/or private capital must already be stated in the latest Annual Financial
Statement as audited by an auditor registered at the Financial Service Authority receiving unqualified
opinion; and
f) In a GMS which approves the public offering, the maximum amount of shares to be issued for public shall
be determined and the Board of Commissioners shall be authorized to determine the realization of of
shares to be issued in the said public offering.

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5. The shares in portfolio shall be issued by the Company subject to approval of the General Meeting of

Shareholders (hereinafter referred to as GMS) under the terms and price determined by the Board of
Directors based on approval from the Board of Commissioners, where such price shall not be lower than the
nominal value, the issuance of such shares shall be subject to provisions hereof and withdue observance of
Capital Market and Stock Exchange regulations where the Companys shares are listed.

6. Any increase of capital by the issuance of Equity Securities (Equity Securities shall mean shares, convertible

securities, or any other securities bearing rights for acquiring shares from the Company as the issuer), shall
be exercised under the following terms:
a. Any increase of capital by the issuance of equity securities which is exercised with an order, shall be
exercised by furnishing the pre-emptive rights (hereinafter being referred to as the HMETD) to the
shareholders whose names registered in the Companys shareholders register proportionally with the
number of shares registered in the Companys shares register in the name of the relevant shareholders
on such date.
b. Issuance of equity securities without the granting of pre-emptive right to shareholders may be effective if
such issuance:
1). is made to the Companys employees;
2). is made to holders of bonds or other convertible securities, issued with the approval of the GMS;
3). is effected in the course of reorganization and/or restructuring approved by the GMS; and/or
4). is effected in accordance with the prevailing Capital Market laws and regulations allowing capital
increase without pre-emptive right.
c. Pre-emptive right shall be transferable and tradable within a period as stipulated in the Bapepam-LK
Rule No. IX.D.1, Annex to Decree of Bapepam-LK Chairman No. Kep-26/PM/2003 dated 17 July 2003
regarding Pre-emptive Right.
d. Equity securities to be issued by the Company which are not subscribed by HMETD holders shall be
allocated to all shareholders which order additional equity securities, provided that in the case of
oversubscription, the unsubscribed equity securities shall be allocated proportionally with the number of
HMETD exercised by each shareholder which orders such additional equity securities.
e. In the case that there are equity securities that remain unsubscribed by the shareholders as stipulated
under letter d of this section, and when standby buyers are available, such equity securities shall be
allocated to certain parties acting as the standby buyer under equal price and terms.
f. The implementation of the issuance of shares in portfolio for the holders of convertible securities or
securities bearing rights to acquire shares, can be conducted by the Board of Directors on the basis of
previous Companys GMS which approved such issuance.
g. The increase of paid-up capital becomes effective upon payment, and the issued shares shall bear the
same rights as the one issued under the same class by the Company without prejudice to Companys
obligation to render notification to the Minister of Justice and Human Rights.

7. Increase in the Companys Authorized Capital

a) The Companys authorized capital may only be increased based on the GMS decision. Changes in
articles on association due to changes in the authorized capital must be approved by the Minister of
Justice and Human Rights.
b) The increase of authorized capital causing the issued and paid-up capital to become less than 25%
(twenty five percent) of the authorized capital, can only be done as long as:
b.1. approval from GMS for the increase of authorized capital has been obtained;
b.2. approval from the Ministry of Justice and Human Rights has been obtained;
b.3. the increase of the issued and paid-up capital to become at least 25% (twenty five percent) of the
authorized capital shall be done no later than 6 (six) months after the approval of the Ministry of
Justice and Human Rights.
b.4. in case the increase of paid-up capital as referred to in Article 4 section 7.b.3 of the Articles of
Association is not fully satisfied, then the Company must re-amend its Articles of Association to
enable the authorized and paid-up capital meet the provision of Article 33 section (1) and section (2)
of the Company Law, within 2 (two) months after the period stipulated under Article 4 section 7.b.3 is
not fulfilled;

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b.5. approval of the GMS as referred to in Article 4 section 7 b.1 of the Articles of Association also
includes the approval for amending the Articles of Association as meant under Article 4 section 7.b.4
of the Articles of Association.
c) The amendment of Articles of Association in order to increase the authorized capital shall become
effective after the payment of shares causing the paid-up capital becomes at least 25% (twenty five
percent) of the authorized capital and bearing the same rights as other shares issued by the Company,
without prejudice to the Companys obligation to proceed approval for the amendment of Articles of
Association upon such increase of such paid-up capital from the Ministry ofJustice and Human Rights.

8. The Company may buy back the issued shares, with due observance of the applicable laws.
SHARES
Article 5
1. Companys shares shall be registered shares, as registered in the Shareholders Register.
2. The Company shall recognize only one individual or 1 (one) legal entity as the owner of one share.
3. Each shares has 1 (one) voting right.
4. If a share, for any reasons, becomes owned by several persons, then those who jointly own the share must
appoint in writing one person among themselves or another person as their representatitve and only the
name of the representative that will be registered in the Shareholders Register and the representative must
be deemed as the legitimate shareholder of the share concerned and shall have the right to exercise all rights
vested by law over that share.
5. Every shareholder must comply with this Articles of Association and all resolutions validly adopted at a GMS,
as well as the prevailing laws and regulations.
6. All shares issued by the Company can be encumbered as collateral with due adherence to the prevailing
laws and regulations concerning the shares pledge, Capital Market Law and the Company Law.
7. Evidence of ownership of shares are as follows:
a. In the case that the Companys shares are not kept in the Collective Depository at the Settlement and
Depository Agency, then the Company shall render a share ownership evidence in the form of shares
collective certificate to the shareholders.
b. In the case that the Companys shares are kept in the Collective Depository at the Settlement and
Depository Agency, then the Company shall issue a certificate or a written confirmation to the Settlement
and Depository Agency as an evidence of registration in the Companys shareholders register.
8. For the Companys shares that are listed on the Stock Exchange, the prevailing Capital Market laws and
Stock Exchange regulations where such shares are listed shall apply.

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SHARES CERTIFICATE
Article 6
1. The Company may issue a collective share certificate as evidence of ownership of 2 (two) or more shares
owned by a single shareholder.
2. A share certificate must contain at least the followings:
a. name and address of the shareholder;
b. share certificate serial number;
c. nominal value of the share;
d. issuance date of the share certificate;
3. A collective shares certificate must contain at least the followings:
a. name and address of the shareholder;
b. collective share certificate serial number;
c. serial number and number of shares;
d. nominal value of the shares;
e. issuance date of the collective share certificate;
4. Each share certificate and/or collective share certificate and/or the convertible bonds and/or warrant and/or
other convertible securities shall be printed out and shall be marked with serial number and rendered a date
of issuance and bearing signature of the Board of Directors and a member of Board of Commissioners
appointed by the Board of Commissioners Meeting and the said signatures can be directly printed on the
said share certificate and/or the collective share certificate and/or the convertible bonds and/or warrant and/
or other convertible securities with regard to the prevailing Capital laws.
REPLACEMENT OF SHARE CERTIFICATE
Article 7
1. The Damaged Share Certificate and Collective Share Certificate
a. In the event that a share certificate is damaged, a replacement of the said share certificate can be issued
if:
1) the applicant who files a written request for said share replacement is the owner of the said share
certificate; and
2) the Company has received the damaged share certificate.
b. The Company must destroy the original of the share certificate after issuing the replacement share
certificate bearing the same serial number as the original one.
2. In the event that a share certificate is lost, the replacement of the said share certificate can be issued if:
a. the applicant who files a written request for said share replacement is the owner of the said share
certificate;
b. the Company has obtained a police report from the Police of the Republic of Indonesia on the lost of the
said share certificate;
c. the applicant who files a request such share replacement provides a security as deemed adequate by the
Companys Board of Directors; and
d. the plan for the issuance of a replacement of lost share certificate has been announced at the Stock
Exchange where the Companys shares are listed by at least 14 (fourteen) calender days prior to the
issuance of such share replacement of share certificate.

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3. All costs incurred for the issuance of a replacement share certificate shall be borne by the shareholder
concerned.
4. The provisions of section 1, 2, and 3 shall also apply for the issuance of a replacement of collective share
certificate or equity securities.
COLLECTIVE DEPOSITORY
Article 8
1. The provisions of collective depository at least shall be as follows:
a. shares held in a collective depository with the Depository and Settlement Institution shall be registered in
the Shareholder Register in the name of the Depository and Settlement Institution on behalf of the
accountholders in such institution;
b. shares held in a collective depository with the custodian bank or securities company shall be registered in
the securities account at the Depository and Settlement Institution on behalf of the custodian bank or
securities company for the benefit of the relevant accountholders of such custodian bank or securities
company;
c. if the shares held in collective depository with the custodian bank constitute a part of a collective
investment contract mutual funds securities portfolio and is not included in collective depository at the
Depository and Settlement Institution, the Company shall register the shares in the Shareholder Register
in the name of the custodian bank for the benefit of the owner of the respective units of the collective
investment contract mutual funds;
d. the Company shall issue certificates or written confirmation to the Depository and Settlement Institution as
referred to in paragraph (a) of this article or the custodian bank as referred to in paragraph (c) of this
article as evidence of registration in the Companys Shareholder Register;
e. the Company shall transfer shares held in collective depository registered in the name of the Depository
and Settlement Institution or the custodian bank concerned. Request for such transfer shall be submitted
by the Depository and Settlement Institution or the custodian bank to the Company or Securities
Administration Bureau designated by the Company;
f. the Depository and Settlement Institution, custodian bank, or securities company shall issue a written
confirmation to the accountholder as evidence of registration in the securities account;
g. with respect to the collective depository, every share of the same type and class issued by the Company
shall have equal status as and may be exchanged with one another;
h. the Company shall refuse registration of the shares in the collective depository if the share certificate is
lost or destroyed, unless the person requesting the transfer is able to provide sufficient evidence and/or
guarantee that the person is the lawful shareholder and the share certificate is indeed lost or destroyed;
i. the Company shall refuse registration of the shares in the collective depository if the shares are pledged,
placed under attachment by court order or is seized in a criminal proceeding;
j. an accountholder whose shares are registered in the collective depository is entitled to be present and/or
cast votes in a General Meeting of Shareholders of the Company in proportion to number of shares held
in the securities account;
k. the custodian bank and securities company shall deliver a list of securities accounts and the Companys
shares owned by each account holder of such custodian bank and securities company to the Depository
and Settlement Institution to be delivered further to the Company by no later than 1 (one) business day
prior to a GMS invitation;
l. the investment manager is entitled to be present and cast votes in the GMS by virtue of the Companys
shares held in collective depository at the custodian bank, which constitute a part of the collective
investment contract mutual funds portfolio and is not held in collective depository at the Depository and
Settlement Institution provided that the custodian bank shall deliver the name of the investment manager
by no later than 1 (one) business day prior to the invitation to the GMS;

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m. the Company shall distribute dividend, bonus shares, or other entitlements relating to ownership of the
shares to the Depository and Settlement Institution with respect to shares held in collective depository
with the Depository and Settlement Institution, which shall forward the said dividend, bonus shares, or
such other rights to the custodian bank and to the securities company for the benefit of the respective
account holders with the custodian bank and securities company;
n. the Company shall distribute dividend, bonus shares, or other rights relating to share ownership to the
custodian bank with respect to shares held in collective depository with the custodian bank which
constitute a part of the collective investment contract mutual funds portfolio and which is not held in
collective depository at the Depository and Settlement Institution; and
o. the latest by which securities account holders are determined as being entitled to receive dividend, bonus
shares, or such other rights with respect to shares held in collective depository shall be determined by the
GMS provided that the custodian bank and securities company shall deliver a list of the securities account
holders and the number of the Companys shares that are held by each of the said securities account
holders to the Depository and Settlement Institution by no later than the date for which constitute the basis
for determining shareholders entitled to receive the dividend, bonus shares, or other entitlements, and
shall forward the consolidated list to the Companys Board of Directors by no later than 1 (one) business
day following the date which constitute the basis for determining shareholders entitled to receive the
dividend, bonus shares, or other entitlements.
2. The provisions of collective depository shall be subject to the Capital Market Law and Stock Exchange
regulations in the Republic of Indonesia where the Companys shares are listed.
SHAREHOLDERS REGISTER AND SPECIAL REGISTER
Article 9
1. The Board of Directors shall establish, keep, and maintain a Shareholders Register and a Special Register in
the Companys place of domicile.
2. In the Shareholders Register the followings shall be recorded:
a. names and addresses of the shareholders and/or the Depository and Settlement Institution or other party
appointed by the account holders of the Depository and Settlement Institution;
b. quantity, serial numbers, and acquisition dates of shares owned by the shareholders;
c. the paid-up amount of each share;
d. names and addresses of perons or legal entities as the pledgees over the shares or as the fiduciary
receiver of the shares as well as the date of encumbrance of such share pledge or the date of registration
of such fiduciary transfer;
e. information on the payments of the shares in the form other than money;
f. other information as deemed necessary by the Board of Directors.
3. The Special Register shall record information pertaining to the ownership of shares by the members of Board
of Directors and Board of Commissioners and their families in the Company and/or in other company and the
dates of acquisition of such shares. The Board of Directors has the obligation to keep and maintain the
Shareholders Register and the Special Register with due care.
4. Every shareholder whose name registered in the Shareholders Register or Special Register shall, by a letter
accompanied with receipt, notify the Board of Directors of the Company for any change of the shareholders
address. So far as such notice has not been rendered, all letters, summons and notices to the shareholder
are valid if addressed to the shareholders last address as recorded in the Shareholders Register.
5. The Board of Directors shall provide the Shareholders Register and the Special Register at the Companys
office. Each shareholder or his/her legal representative has the right to ask for the Shareholders Register and
the Special Register shown to them during business hours of the Company.

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6. The Companys legal shareholders are entitled to exercise all rights rendered to a shareholder under the
applicable laws and with due observance of this Articles of Association.
7. Registration of more than 1 (one) names for 1 (one) share or the transfer of title of 1 (one) share to more than
1 (one) persons is not allowed. The Company shall, with due observance of the provision under Article
5 section (4) of this Articles of Association, be entitled to deem that the shareholder whose name is registered
in the Shareholders Register of the Company is the only legal shareholder of such share(s).
8. The Board of Directors of the Company may appoint and authorize the Securities Administration Bureau to
record the shares in the Shareholders Register and in the Special Register. Each registration and recording
in the Shareholders Register including recording of sale, transfer and assignment, encumbrance, pledge and
fiduciary transfer of shares of the Company or rights or interests over the shares shall be performed in
compliance with this Articles of Association and the applicable Capital Market regulations.
TRANSFER OF SHARES
Article 10
1. a. Except determined otherwise in the Capital Market Law and the Articles of Association of the Company,
transfer of shares shall be sufficiently evidenced by document signed by or on behalf of the transferor and
by or on behalf of the transferee. The document of transfer of shares shall be in form of documents which
has been determined by or approved by the Board of Directors.
b. Transfer of shares held in the collective depository shall be effected by transfer from one securities
account to another securities account at the Depository and Settlement Institution, custodian bank, and
securities company.
The deed of transfer or such other document as referred to section (a) of article must be in a form as
determined by and/or acceptable to the Board of Directors, and the copy or original of which shall be
submitted to the Company, provided that transfer of document for shares listed at the Indonesian Stock
Exchange must conform with the requirements set out in the prevailing Capital Market laws including
regulations that apply at the Indonesian Stock Exchange at which the Companys shares are listed.
2. Transfer of shares which are not in accordance with the provisions in this article nor the prevailing laws or
without approval from authorized parties if required, shall not apply to the Company.
3. The Board of Directors in their sole discretion and by giving a reason thereof, may refuse to register a
transfer of share in the Shareholders Register if any of the relevant provisions in this Articles of Association
has not been satisfied or if any requirements for the transfer of share has not been met.
4. In the event the Board of Directors refuses to register the transfer of shares, the Board of Directors shall
deliver a notification of refusal to the persons intending to effect the transfer within 30 (thirty) days following
the receipt of the request for such transfer by the Board of Directors, provided that in the case of the
Companys shares listed with the Indonesian Stock Exchange the relevant laws and regulations prevailing in
Indonesia must be duly observed.
5. In the event of a transfer of ownership of a share, the original shareholder registered in the Shareholders
Register shall continue to be considered as the shareholder until the name of the new shareholder has been
registered in the Shareholders Register, subject to the relevant regulatory provisions and regulations of the
Indonesian Stock Exchange where the Companys shares are listed.

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6. The person receiving a transfer of shares due to the death of a shareholder or due to any other reason which
causes the ownership of the shares to change by law, by providing evidence of the right to receive the
transfer as may from time to time be required by the Board of Directors, may submit a written application to
be registered as a shareholder. Registration may be put into effect only upon the Board of Directors
acceptance of the evidence of transfer, without prejudice to the relevant provisions of this Articles of
Association and the applicable Indonesian Capital Market laws.
7. Form and methods of transfer of shares which traded listed at the Capital Market must conform with the
requirements set out in the prevailing Indonesian Capital Market laws including regulations that apply at the
Indonesian Stock Exchange where the Companys shares are listed.
GENERAL MEETING OF SHAREHOLDERS
Article 11
1. A GMS consists of:
a. annual GMS;
b. other forms of GMS, hereinafter referred to as extraordinary GMS, which can be conducted anytime as
required.
2. The term GMS as used in this Articles of Association shall mean both the annual GMS and the extraordinary
GMS, unless expressly stated otherwise.
3. GMS that falls under the agenda other events shall not be entitled to make decisions.
4. Annual GMS shall be conducted every year.
5. Annual GMS for approval of the annual report shall be conducted at least in June after the closing period of
respective fiscal year, and during the annual GMS, the Board of Directors shall announce the following:
a. annual report as referred to in Article 21 section (3) of this Articles of Association;
b. proposed utilization of the Companys net profit if the Company has a positive net income;
c. proposed appointment of a public accountant office registered in the Financial Service Authority.
In addition to the agenda referred to in section (a), (b), and (c) in this article, the annual GMS shall discuss
another agenda as long as it is in the interest of the Company in accordance with the provisions of this
Articles of Association and the prevailing laws and regulations.
6. Approval of the annual report by annual GMS, means will effect full release and discharge for the Board of
Directors and Board of Commissioners of the management and supervisory duties undertaken during the
previous fiscal year, provided that such performance of duties are reflected in the annual report except the
misappropriation, fraud, and other criminal activities.
7. In a GMS event can also include the proposal which proposed by:
a. the Board of Commissioners and/or one person or more of shareholders representing at minimum 1/10
(one-tenth) of total amount of paid in shares which have voting rights;
b. the proposals shall be recieved by the Board of Directors within 7 (seven) calendar days prior the date of
notice for GMS.

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VENUE, ANNOUNCEMENT, INVITATION, AND TIMING OF A GMS

Article 12
1. A GMS must be convened within the Republic of Indonesia, and may be held at:
a. the Companys domicile;
b. a location where the Company carries out its business; or
c. the domicile of the Stock Exchange where the Companys shares are listed.
2. Announcement of a GMS must be effected by no later than 14 (fourteen) days prior to the date of the
invitation of GMS, excluding the date of the announcement and the date of the invitation of GMS.
3. a. Invitation to a GMS must be effected no later than 14 (fourteen) calendar days prior to the date of the
GMS, excluding the date of the invitation and the date of the GMS.
b. Invitation to a second GMS shall be effected by no later than 7 (seven) days prior to the convening of the
second GMS, excluding the date of invitation and date of the GMS, along with information that the first
GMS was convened but did not achieve quorum without prejudice to the applicable Indonesian Capital
Market laws and Stock Exchange regulations whereto the Companys shares being listed.
c. Invitation to a GMS shall state the day, date, time, venue, and agenda and information that the materials
to be discussed at the meeting are available at the office of the Company as provided under the Company
law, except as otherwise provided under the applicable Capital Market laws.
d. Second GMS shall be convened no earlier than 10 (ten) calendar days and no later than 21 (twenty-one)
calendar days following the preceding GMS.
4. Without prejudice to other provisions of this Articles of Association the invitation of GMS shall be conducted
by the Board of Directors and Board of Commissioners as provided in this Articles of Association. The
announcement and invitation shall be conducted by placement of an advertisement in at least 1 (one) daily
newspaper printed in Bahasa Indonesia which shall have a wide national circulation as determined by the
Board of Directors, except as otherwise provided under the prevailing laws including the applicable Capital
Market laws.
5. The announcement and invitation of GMS, for deciding resolutions of conflict of interests, shall be conducted
in accordance with the Capital Market laws.
6. The convene of GMS as referred to in Article 11 of this Articles of Association can be conducted as requested
by:
a. 1 (one) person or more of shareholders who representing 1/10 (one-tenth) or more of total shares with
voting rights; or
b. the Board of Commissioners.
CHAIRPERSON AND MINUTES OF MEETING OF
GENERAL MEETING OF SHAREHOLDERS
Article 13
1. A GMS shall be chaired by a person appointed by and from among the members of the Board of
Commissioners. In the event all members of the Board of Commissioners are not present or are unavailable,
the GMS shall be chaired by a person appointed by and from among the members of the Board of Directors.
In the event all members of the Board of Directors are not present or are unavailable, the GMS shall be
chaired by a shareholder present at the GMS who is appointed by and from among participants of the GMS.

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2. In the event the member of the Board of Commissioners so appointed has a conflict of interest with regard to
any of the issues to be resolved in the GMS, the GMS shall be chaired by another person appointed by and
from among the members of the Board of Commissioners which do not have such conflict of interest. If all
members of the Board of Commissioners have a conflict of interest, the GMS shall be chaired by a person
appointed by and from among the Board of Directors. If the director so appointed has a conflict of interest
with regard to the issue to be resolved in the GMS, the GMS shall be chaired by a member of the Board of
Directors who does not have a conflict of interest. If all members of the Board of Directors have a conflict of
interest, the GMS shall be chaired by an independent shareholder appointed by other shareholders attending
the GMS.
3. Chairperson of the GMS may request that such power of attorney to represent be presented during the
meeting.
4. All matters discussed and resolved in a GMS shall be recorded in a minute of meeting which shall be signed
by chairperson of GMS and a shareholder or a representative of shareholder who appointed by and from
among them. Minute of meeting shall constitute valid evidence with respect to all shareholders and third
parties in connection with the resolutions so adopted and all events occurring in the GMS.
5. The signing as referred to in section (4) of this article is not required if the minute of meeting is prepared in
form of notarial deed.
6. The minute of meeting which prepared in accordance with the provisions in section (4) and (5) in this article
shall constitute valid evidence with respect to all shareholders and third parties in connection with the
resolutions so adopted and all events occurring in the GMS.
QUORUM, VOTING RIGHTS, AND RESOLUTION OF
THE GENERAL MEETING OF SHAREHOLDERS
Article 14
1. As long as not otherwise provided in this Articles of Association, the quorum of attendance and resolutions of
GMS with regard to the issue to be resolved in the GMS including the issuance of equity and an amendment
that does not require approval of the Minister of Justice and Human Rights of the Republic of Indonesia
securities shall be conducted in accordance with the following provisions:
a. in event of a GMS attended by 1/2 (one-half) of the total shares or represented and the resolutions of
GMS is valid if the motion is approved by more than 1/2 (one-half) of the total shares with valid votes
present at the meeting;
b. in the event of quorum as referred to in paragraph (a) aforesaid cannot be met, the second GMS shall
valid and have right to make a binding resolutions if in GMS at least 1/3 (one-third) of total shares with
votes present or represented and resolutions of GMS is conducted if approved by more than 1/2 (onehalf) of total shares with votes present at the meeting, except otherwise provided in this article and the
applicable laws;
c. if quorum for the second GMS as referred to in paragraph (b) cannot be met, upon request of the
Company, attendance quorum, the required number of votes, invitatiton, and the time for convening a
GMS shall be determined by the Financial Service Authority.
2. A GMS convened to effect an amendment to the Companys Articles of Association requiring the approval of
the Ministry of Justice and Human Rights, shall conform to the following:
a. the GMS shall be attended by shareholders representing at least 2/3 (two-third) of the entire shares with
valid voting rights, and such resolution shall be valid if approved by more than 2/3 (two-third) of the entire
shares with valid voting rights present at the GMS;

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b. in the event the attendance quorum as referred to in paragaraph (a) above cannot be achieved, then at
the second GMS a resolution shall be validly adopted if such GMS is attended by shareholders
representing at least 3/5 (three-fifth) of the total shares with valid voting rights and such resolution
approved by more than 1/2 (one-half) of the total shares with valid voting rights present at the GMS; and
c. in the event the attendance quorum as referred to in paragraph (b) above cannot be achieved, then upon
the request of the Company, the attendance quorum for the third GMS, the total votes required to adopt a
resolution, invitation, and time of convening of the GMS shall be determined by the Financial Service
Authority.
The amendment of the Companys Articles of Association shall be made on the notarial deed and prepared in
the Indonesian language.
3. A GMS convened to tranfer the assets of the Company or make the same as security for a loan, which assets
constitute more than 50% (fifty percent) of the Companys net assets, whether in one or more independent or
related transactions, to effect a merger, amalgamation, acquisition, spin-off, filing of a petition for the
Companys bankruptcy, extension of the Companys establishment period, and dissolution, shall be
conducted in the following manner:
a. the GMS shall be attended by shareholders representing at least 3/4 (three-forth) of the entire shares with
valid voting rights, and such resolution shall be valid if approved by more than 3/4 (three-fourth) of the
entire shares with valid voting rights present at the GMS;
b. in the event the attendance quorum as referred to in paragraph (a) above cannot be achieved, then at the
second GMS a resolution shall be validly adopted if such GMS is attended by shareholders representing
at least 2/3 (two-third) of the total shares with valid voting rights and such resolution approved by more
than 3/4 (three-fourth) of the total shares with valid voting rights present at the GMS; and
c. in the event the attendance quorum as referred to in paragraph (b) above cannot be achieved, then upon
the request of the Company, the attendance quorum of the third GMS, the total votes required to adopt a
resolution, invitation, and time of convening of the GMS shall be determined by the Financial Service
Authority.
4. A GMS convened to approve transactions involving a conflict of interest shall be conducted in the following
manner:
a. the shareholders having such conflict of interest shall be considered as rendering the same decision as
that which has been agreed upon by the independent shareholders, which shall be the shareholders
without any conflict of interests;
b. the GMS shall be attended by shareholders representing at least 1/2 (one-half) of the entire shares with
valid voting rights held by the entire independent shareholders and such resolution shall be valid if
approved by more than 1/2 (one-half) of the entire shares with valid voting rights held by the entire
independent shareholders;
c. in the event the attendance quorum as referred to in paragraph (b) above cannot be achieved, then at the
second GMS a resolution shall be validly adopted if such GMS is attended by shareholders representing
more than 1/2 (one-half) of the total shares with valid voting rights held by the entire independent
shareholders and such resolution approved by more than 1/2 (one-half) of the total shares held by the
entire independent shareholders attending/represented at the GMS; and
d. in the event the attendance quorum for the second meeting cannot be achieved, then upon the request of
the Company, the attendance quorum for the third GMS, the total votes required to adopt a resolution,
invitation, and time of convening of the GMS shall be determined by the Financial Service Authority or its
representative.
5. Person who authorized to attend the GMS are shareholders who recorded in the Companys Register, 1
(one) business day prior to the date of invitation with observance of the prevailing laws and Stock Exchange
regulations whereto the Companys shares are listed.

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6. A shareholder may be represented by another shareholder or third party who has a power of attorney in
observance of the prevailing laws.
7. During the course of the meeting, every share shall conver a right upon the holder to cast 1 (one) vote.
8. A shareholder having voting right who is present at the GMS but do not exercise such right shall be
considered to has cast the same vote as the majority vote of shareholders who has cast their votes.
9. The voting shall be conducted in verbal, except if otherwise determined by the chairperson of GMS.
10. During the voting, member of Board of Directors, member of Board of Commissioners and the Companys
employees shall be prohibited to act as the proxy of shareholders.
11. All resolutions of GMS must be adopted by consensus through amicable dialogue, and in the manner as
provided in this Articles of Association.
12. A GMS can be convened without announcement and invitation provided that the entire shareholders with
valid voting rights present or represented at the GMS and resolutions of GMS shall be approved by the entire
shareholders present.
13. Shareholders may decide validly without convening the GMS, with provision that all shareholders have been
notified by written notification and all shareholders approve the written proposal then sign that approval.
Resolutions which made by that way are equal with valid resolutions in GMS.
DIRECTORS
Article 15
1. The Company is managed and led by Directors.
2. Board of Directors consisting of at least 2 (two) directors:
a. a president director;
b. 1 (one) or more directors;
with observance of the prevailing Capital Market law.
3. Persons who can be appointed as member of Board of Directors are individuals who has the capability in
performing legal action, except within 5 (five) years prior to his/her appointment:
a. had been declared bankrupt;
b. had been being member of Board of Directors or Board of Commissioners who was convicted cause a
bankruptcy of a company; or
c. had been convicted of a criminal acts to detriment of the countrys financial and/or related to the financial
sector.
4. Term of a member of Board of Directors shall conform with the following laws:
a. Company law;
b. Capital Market law; and
c. laws which related to the Companys business activities.
5. The fullfilment of requirements as referred to in this article is evidenced by form/letter which filed by the
Company.

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6. The appointment of a member of Board of Directors which is not met the requirements as referred to in
section (3) in this article is cancelled under the law since the other member of Board of Directors or Board of
Commissioners notice the unfullfilment of requirements. No less than 7 (seven) calendar days since it has
been noticed, other member of Board of Directors or Board of Commissioners shall announce the
cancellation for appointment of member of Board of Directors in no less than 1 (one) newspaper and inform
the Ministry of Justice and Human Rights to recorded in the Companys register.
7. Members of the Board of Directors are appointed and dismissed by a GMS, beginning from the date of the
GMS effecting his/her (their) appointment up to the dismissed at the end of third annual GMS following
his/her (their) appointment, except if otherwise provided in the GMS.
8. Member of Board of Directors after his office term of service may be reappointed by resolution of the GMS.
9. a. GMS can dismiss members of Board of Directors any time by mentioning the reasons.
b. The reason of dismissal of member of Board of Directors as referred to in this article shall be conducted if
the respective member of Board of Directors no longer fullfils the requirements as member of Board of
Directors which among other do disservice the Company or for other reasons appropriate by the GMS.
c. The resolution of dismissal of member of Board of Directors shall be taken after give an opportunity to
member of Board of Directors to present a defense in GMS.
d. Granting the opportunity to member of Board of Directors to present a defense in GMS is not necessary in
event of he has no objection to such dismissal.
e. Dismissal of member of Board of Directors shall be effective as the closing of GMS as referred to in point
(a) in this section or another data which has been determined in resolution of GMS.
10. a. A member of Board of Directors may resign from office prior written notice of such resignation to the
Company.
b. The Company shall then convene a GMS to decide upon the resignation tender of such director by no
later than 60 (sixty) calendar days following the receipt of such notice.
c. If the Company fails to convene a GMS within the period as referred to in this section, the resignation
shall with the lapse of time be valid and the resigning director shall cease from being in office without
requiring the approval from the GMS, in observance of point (g) in this article.
d. Prior to the effective date of resignation, the resigning director shall responsible to accomplish his duties
and responsibilities as stipulated in Articles of Association and the prevailing laws.
e. For the resigning director as referred to in aforesaid shall still be accountable for the period during which
he was a director from the time of appointment up to his effective resignation as director in GMS.
f. Discharge of responsibility of the resigning member of Board of Directors shall be given after the annual
GMS discharge it.
g. In event of member of Board of Directors resigned that led the number of members to less than 2 (two)
persons, then the resignation valid if it has determined in GMS and has appointed the new member, so as
to meet the minimum requirement of number of members.
11. a. Member of Board of Directors may be suspended at any time by Board of Commissioners along with the
reason for such suspension.
b. The suspension as referred to in point (a) shall be informed in writing to the person concerned.
c. The suspended member of Board of Directors shall not be authorized to discharge the duties as stipulated
in this Articles of Association.
d. Within no later than 45 (forty five) calendar days following the suspension, a GMS must be convened.
e. In the GMS as described in point (d), the director concerned shall be given an opportunity to present a
defense in GMS if the suspended director attending the GMS.
f. GMS shall rescinded or affirmed the suspension.
g. In event of GMS is affirmed the suspension, the director concerned shall be dismissed permanently.
h. In event of the suspended member of Board of Directors is not attend the GMS then the suspended
director considered not use his right to defend himself in GMS, thus the suspended director accept the
resolution of GMS.

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i. In the 45 (forty five) days period has elapsed and a GMS as described in point (d) of this section has not
been convened or the GMS cannot reach a decision, the suspension shall become null and void.
12. GMS may:
- appoint other person to fill the position of the dismissed member of Board of Directors; or
- appoint other person to fill the position of the resigning member of Board of Directors; or
- appoint a person as a member of Board of Directors to fill in the vacant position; or
- add a new member of Board of Directors.
The term of office of the person who has been appointed to replace the dismissed or resigning member of
Board of Directors shall be the remaining portion of the term of office of the dismissed or resigning member of
Board of Directors and the term of office of the new additional member of Board of Directors shall be the
remaining term of office of the members of Board of Directors who are still serving at the time, unless
otherwise determined by the GMS.
13. The term of office of a member of Board of Directors shall automatically terminated, if such member of the
Board of Directors:
a. is declared bankrupt or under guardianship pursuant to a court order; or
b. is no longer qualified pursuant to the prevailing laws and regulations; or
c. is deceased; or
d. is dismissed pursuant to a resolution of the GMS.
14. Salaries, service allowances, and other remuneration granted to members of Board of Directors (if any) shall
be determined by the GMS and the authority in respect of the foregoing may be conferred to the Board of
Commissioners.
15. If the position of any member of Board of Directors for whatsoever reason is vacant and the number of
members of Board of Directors is less than 2 (two) persons as indicated under section 2 of this article then no
later than 60 (sixty) calendar days after such vacancy occurred, a GMS shall be convened to fill the vacancy
with due observance to the applicable laws and regulations.
16. In case the position of president director is vacant and as long as his/her successor has not been appointed
or assumed the president director position then, a member of Board of Directors who appointed by Board of
Directors shall perform the obligation of the president director and have the same authorities and
responsibilities as the president director.
17. In case all members of the Board of Directors are vacant then, the provision of Article 19 section (4) of the
Companys Articles of Association shall prevail.
DUTIES AND AUTHORITIES OF THE DIRECTORS
Article 16
1. Board of Directors shall fully assume responsibility in performing its tasks for the Companys interest in
achieving the Companys purposes and objectives.
2. Each member of Board of Directors shall perform his/her duties in good faith and with full responsibility giving
due regards to the prevailing regulations and the Companys Articles of Association.

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3. The Board of Directors shall legally and directly represent the Company within and outside the court in
respect of all matters and in any events, to bind the Company to other parties and other parties to the
Company, and to undertake any acts concerning management and ownership, but with the limitation to:
a. receive or lend loan on behalf of the Company (not included to withdraw the Companys fund in bank)
which amount thereof exceeds the limit which from time to time determined by the Board of
Commissioners meeting;
b. establish a new business or participate in other company whether domestic or overseas which amount
thereof exceeds the limit which from time to time determined by the Board of Commissioners meeting;
c. bind the Company as guarantor;
d. acquire or purchase, sell, or with any other ways to obtain and release right on the Companys fixed
assets and subsidiaries;
e. encumber the Companys assets as lean.
The Board of Directors shall obtain approval from Board of Commissioners, without prejudice to the
provisions in section (4) below this section and the prevailing laws.
4. Any legal action to (a) transfer or release rights or (b) encumber as security more than 50% (fifty percent) of
the Companys net worth in a single transaction or more whether or not they are related one another, the
transaction mentioned above is transfer of the Companys net assets which occurred within 1 (one) fiscal
year then, it shall obtain approval of the GMS under conditions and terms as stipulated in Article 14 section
(3) of this Articles of Association.
5. Legal action to execute any material transactions, affiliated transactions, and conflict of interest transactions
as referred to in the applicable Capital Market laws which require approval from the Companys GMS shall be
subject to conditions as stipulated in the applicable Capital Market laws.
6. Two members of Board of Directors shall be entitled to and authorized to act for and on behalf of the Board of
Directors and legally represent the Company.
7. Distribution of tasks and authorities of each member of Board of Directors shall be determined by the GMS, in
case the GMS is silence then, the distribution of tasks and authorities of each member of Board of Directors
shall be determined by the Board of Directors meeting.
8. In case the Company has any conflict of interest against personal interest of a member of Board of Directors
then, the Company shall be represented by other members of Board of Directors, and in case the Company
has any conflict of interest against the interest of all members of Board of Directors then, the Company shall
be represented by Board of Commissioners with due observance of the applicable laws.
DIRECTORS MEETING
Article 17
1. A Board of Directors meeting may be convened at any time when considered necessary by one or more
members of the Board of Directors or upon the written request of 1 (one) or more shareholders which jointly
representing 1/10 (one-tenth) of the total issued shares with valid voting rights.
2. Invitation to a Board of Directors meeting may be made by any of its members entitled to act for and on its
behalf in accordance with Article 16 section (6) of this Articles of Association.
3. Invitation to a Board of Directors meeting shall be delivered through any kind of written form to each member
of the Board of Directors with receipt by no later than 3 (three) calendar days prior to the meeting, excluding
the date of the invitation and date of the meeting.
4. Invitation to the meeting shall state the agenda, date, time, and venue of the meeting.

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5. A Board of Directors meeting shall be held at the domicile of the Company or its place of business or Stock
Exchange within Republic of Indonesia whereto the Companys share being listed. In the event all members
of the Board of Directors are present or represented, such prior invitation shall not be required and the
meeting may be convened at any location and entitled to adopt valid and binding resolutions.
6. A Board of Directors meeting shall be chaired by the president director. In the event the president director
cannot attend or is unavailable, which shall not be required to be proven to any third parties, the meeting
shall be chaired by a member of the Board of Directors appointed from among members who are present.
7. A member of the Board of Directors may be represented at a Board of Directors meeting by another member
by virtue of a power of attorney.
8. A Board of Directors meeting is valid and entitled to adopt binding resolutions if more than 1/2 (one-half) of
the total members of the Board of Directors is present or represented at the meeting.
9. A resolution of a Board of Directors meeting shall be adopted by way of amicable discussion. If a resolution
cannot be achieved through such a manner, a resolution shall be sought through voting based on approving
votes of more than 1/2 (one-half) of the total votes cast at the meeting.
10. If the number of approving and disapproving votes are equal, then the proposal shall be refused.
11. a. Each attending member of the Board of Directors is entitled to cast 1 (one) vote and an additional 1 (one)
vote for every member he is representing.
b. Each member of the Board of Directors who personally in any way either directly or indirectly has an
interest in a transaction, the contract or proposed contract, in which the Company becomes one of the
parties shall mention the nature of interest in the Board of Directors meeting and not entitled to participate
in the voting on matters related to transactions or contract, unless otherwise stipulated in the Board of
Directors meeting.
12. A minute of Board of Directors meeting shall be prepared by a person present at the meeting or appointed by
the chairperson of the meeting, and subsequently signed by the meeting chairperson and a member of the
Board of Directors or a representative or proxy of a director appointed for such purpose at the meeting. If the
minute of meeting is prepared by a notary, then the above signatures shall not be required.
13. The minute of meeting as referred to in section (12) in this article shall serve as valid evidence with respect to
the members of the Board of Directors as well as any third parties regarding the resolutions adopted at the
meeting.
14. The Board of Directors may also adopt valid resolution without convening a Board of Directors meeting,
provided that all members have been informed in writing and given their approval on the motion in writing by
signing such proposal. A resolution so adopted shall has the same binding power as a resolution validly
adopted in a Board of Directors meeting.
BOARD OF COMMISSIONERS
Article 18
1. The Board of Commissioners shall consists of at least 2 (two) members:
- a president commissioner;
- 1 (one) or more commissioners; with regarding to prevailing Capital Market law.
2. Any member of the Board of Commissioners may not act severally but under resolution of the Board of
Commissioners or based on appointment of the Board of Commissioners.

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3. Persons who can be appointed as member of Board of Commissioners are individuals who has the capability
in performing legal action, except within 5 (five) years prior to his/her appointment:
a. had been declared bankrupt;
b. had been being member of Board of Directors or Board of Commissioners who was convicted cause a
bankruptcy of a company; or
c. had been convicted of a criminal act to detriment of the countrys financial and/or related to the financial
sector.
4. Term of a member of the Board of Commissioners shall conform with the following laws:
a. Company law;
b. Capital Market law; and
c. laws related to the Companys business activities.
5. The fullfilment of requirements as referred to in this article shall be evidenced by a form/letter which filed by
the Company.
6. The appointment of member of Board of Commissioners which is not met the requirements as referred to in
section (3) in this article is cancelled under the law since the other member of Board of Commissioners or
Board of Directors notice the unfullfilment of requirements. No less than 7 (seven) calendar days since it has
been noticed, other member of Board of Commissioners or Board of Directors shall announce the
cancellation for appointment of member of Board of Commissioners at least in 1 (one) national newspaper
and inform the Ministry of Justice and Human Right to be recorded in the Companys register.
7. The members of Board of Commissioners are appointed and dismissed by the GMS, such appointment shall
be effective as of a date determined at the GMS and shall expire at the closing of the third annual GMS after
such appointment, unless otherwise determined at the GMS.
8. Member of Board of Commissioners after his office term of service may be reappointed by resolution of the
GMS.
9. a. The GMS may, at any time, dismiss a member(s) of the Board of Commissioners by stating the reason of
such dismissal.
b. The reasons for the dismissal of the members of Board of Commissioners as meant under this article
shall be done in case the member of Board of Commissioners is no longer meet the requirements for a
member of Board of Commissioners, among others, committing any harmful action to the Company or
due to any other reason as deemed appropriate by the GMS.
c. The resolution of dismissal of member of the Board of Commissioners shall be taken after giving an
opportunity to member of the Board of Commissioners to present a defense in GMS.
d. Granting the opportunity to member of the Board of Commissioners to present a defense in GMS is not
necessary in event of he has no objection to such dismissal.
e. The dismissal of member of Board of Commissioners shall be effective as the closing of GMS as referred
to in point (a) in this section or another date which has been determined in resolution of GMS.
10. a. A member of Board of Commissioners shall have the right to resign from his/her position by submitting a
written notice concerning his/her intention to the Company.
b. The Company shall, no later than 60 (sixty) after receiving the resignation letter, convene the GMS to
resolve the resignation of the member of Board of Commissioners.
c. If the Company fails to cenvene a GMS within the period as referred to point (b) in this section, the
resignation shall with the lapse of time be valid without requiring the approval of the GMS, in observance
of point (g) of this section.
d. Prior to the effective date of resignation, the resigning commissioner shall responsible to accomplish his
duties and responsibilities as stipulated in Articles of Association and the prevailing laws.

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e. For the resigning commissioner as referred to in aforesaid shall still be accountable for the period during

which he was a commissioner from the time of appointment up to his effective resignation as
commissioner in GMS.
f. Discharge of responsibility of the resigning member of Board of Commissioners shall be given after the
annual GMS discharge it.
g. In event of member of Board of Commissioners resigned that led the number of members to be less than
2 (two) persons, then such resignation shall only be valid if it has determined in GMS and has appointed
the new member, so as to meet the minimum requirement of the total members of Board of
Commissioners.
11. The term of office of members of Board of Commissioners shall automatically terminated, if such members of
Board of Commissioners:
a. is declared bankrupt or under guardianship pursuant to a court order;
b. is prohibited to have a position as a member of Board of Commissioners under the provision of laws or
regulations;
c. is deceased; or
d. is dismissed pursuant to a resolution of the GMS.
12. Salaries, allowances, and other remunerations granted to the members of Board of Commissioners shall be
determined by the GMS.
13. If the position of any member of Board of Commissioners office is vacant and the number of members of the
Board of Commissioners is less than 2 (two) persons as indicated under section 1 of this article then, no later
than 60 (sixty) calendar days as of such vacancy occurred, a GMS shall be convened to fill the vacancy with
due observance to the applicable Capital Market regulations.
14. In case the position of president commissioner is vacant and as long as his/her successor has not been
appointed or assumed the president commissioner position then, a member of Board of Commissioners who
appointed by Board of Commissioners meeting shall perform the obligation of the president commissioner
and has the same authorities and responsibilities as the president commissioner.
DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS
Article 19
1. The Board of Commissioners shall perform supervision over the management policies, daily management,
either relating to the Coampany or Companys business and shall provide advice to the Board of Directors.
2. The Board of Commissioners shall, at any time, during office hours of the Company, be entitled to enter the
building and the premises of the Company or other places used or controlled by the Company and be entitled
to inspect all records, letters, and other evidences, to inspect and examine the financial situation and to know
all actions taken by the Board of Directors.
3. The Board of Directors and each member of Board of Directors shall be obliged to give explanations relating
to all matters requested by the Board of Commissioners.
4. In the event that all members of the Board of Directors are suspended or due to any reason the Company
has no member of the Board of Directors, the Board of Commissioners shall temporarily manage the
Company. In that case, the Board of Commissioners shall be entitled to grant temporary authority to one or
more among the members of Board of Commissioners to manage the Company at the responsibility of Board
of Commissioners.

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5. In the case that there is only one member of Board of Commissioners, all tasks and duties vested to the
president commissioner or members of Board of Commissioners under this Articles of Association shall also
be applicable to him.
6. The Board of Commissioners may, at any time, under a resolution of the Board of Commissioners meeting,
suspend one or more members of the Board of Directors from his/her position (their position) if such
member(s) of the Board of Directors engage in actions which contradict the Articles of Association and/or the
applicable laws, the said suspension must be accompanied by valid reasons.
7. The said suspension shall be in compliance with the Article 15 section (11) of this Articles of Association.
BOARD OF COMMISSIONERS MEETING
Article 20
1. A Board of Commissioners meeting may be convened at any time when considered necessary by one or
more members of the Board of Commissioners or upon the written request of director or upon request of 1
(one) or more shareholders which jointly representing 1/10 (one-tenth) of the total issued shares with valid
voting rights.
2. The invitation of the Board of Commissioners meeting shall be made by the president commissioner. In the
event that the president commissioner is not available, of which no evidence to third parties shall be required
then, 1 (one) of the members of Board of Commissioners appointed by the president commissioner shall be
entitled and authorized for the invitation of the Board of Commissioners meeting.
3. Invitation to the Board of Commissioners meeting shall be delivered by using whatsoever means in writing
and delivered to each member of the Board of Commissioners no later than 3 (three) calendar days before
the meeting is convened and in the case of state of urgency, at the latest 1 (one) calendar day before the
meeting excluding the date of invitation and the date of meeting, such urgency state shall be determined by
the president commissioner. In case of all members of the Board of Commissioners are present or
represented at the Board of Commissioners meeting, such prior invitation is not required.
4. Invitation to the meeting shall state the agenda, date, time, and venue of the meeting.
5. The Board of Commissioners meeting shall be convened at the Companys place of domicile or the
Companys place of business or at the place of Stock Exchange where the Companys shares are listed,
provided that it is within the territory of the Republic of Indonesia. If all members of Board of Commissioners
are present or represented at the meeting, the meeting may be convened wherever within the territory of the
Republic of Indonesia and shall be entitled to resolve any valid and binding resolutions.
6. The Board of Commissioners meeting shall be chaired by the president commissioner. In the event the
president commissioner cannot attend or is unavailable, which shall not be required to be proven to any third
parties, the meeting shall be chaired by a member of the Board of Commissioners appointed from among
members who are present.
7. A member of the Board of Commissioners may be represented at the Board of Commissioners meeting only
by the other member of the Board of Commissioners by virtue of a power of attorney.
8. The Board of Commissioners meeting shall be valid and entitled to adopt binding resolutions if more than 1/2
(one-half) of the total members of the Board of Commissioners is present or represented at the meeting.
9. A resolution of the Board of Commissioners meeting shall be adopted by way of amicable discussion. If a
resolution cannot be achieved through such a manner, a resolution shall be sought through voting based on
approving votes of more than 1/2 (one-half) of the total votes validly cast at the meeting.

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10. If the number of approving and disapproving votes are equal, then the proposal shall be refused.
11. a. Each member of Board of Commissioners is entitled to cast 1 (one) vote and 1 (one) additional vote for
every member he is representing.
b. Each member of Board of Commissioners who personally in any way either directly or indirectly has an
interest in a transaction, the contract or proposed contract, in which the Company becomes one of the
parties shall declare the nature of interest at the Board of Commissioners meeting and shall not be
entitled to cast vote concerning the matters related to such transaction or contract, unless otherwise
stipulated in the Board of Commissioners meeting.
c. A voting concerning any person shall be conducted in enclosed letter without signature, while a voting
concerning other matters shall be conducted in verbal unless otherwise determined by the chairperson of
the meeting without any objections from members who are present.
12. A minute of Board of Commissioners meeting shall be prepared by a person present at the meeting as
appointed by the chairperson of the meeting, and subsequently signed by the chairperson of the meeting and
a member of the Board of Commissioners and/or a representative. If the minute of meeting is prepared by a
notary, then the above signatures shall not be required.
13. The minute of Board of Commissioners meeting as referred to in section (12) in this article shall serve as a
valid evidence with respect to the members of the Board of Commissioners as well as any third parties
regarding the resolutions adopted at the meeting.
14. The Board of Commissioners may also adopt valid resolutions without convening a Board of Commissioners
meeting, provided that all members have been informed in writing and given their approval in writing by
signing such approval. A resolution adopted in such manner shall has the same binding powers as a
resolution validly adopted at a Board of Commissioners meeting.
WORK PLAN, FISCAL YEAR, AND ANNUAL REPORT
Article 21
1. The Board of Directors shall prepare and implement the annual work plan.
2. The Board of Directors shall submit the annual work plan to the Board of Commissioners for approval.
3. The approval on the annual report, including the ratification of the annual financial statements as well as the
Board of Commissioners report on supervisory tasks and decision on profit utilization shall be determined by
the GMS.
4. The work plan as referred to in section (1) must be submitted prior to the commencement of the following
financial year.
5. The financial year of the Company shall commence from 1st (first) January to 31st (thirty first) December. At
the end of month of December of each year, the Companys bookkeeping shall be closed.
6. The Board of Directors must submit the Companys financial statements to the public accountant appointed
by the GMS to be audited and the Board of Directors shall prepare the annual report with due observance of
the applicable laws and make it available at the Companys office for review by the shareholders as of the
date of the invitation of the annual GMS.
7. Within 4 (four) months after the closing of the Companys financial year, the Board of Directors shall prepare
the annual report in compliance with the applicable laws.

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8. The annual report shall be signed by all members of the Board of Directors and the Board of Commissioners.
In case there is a member of Board of Directors and/or Board of Commissioners who does not sign the
annual report, specific reasons shall be given in writing. In case there is a member of Board of Directors
and/or Board of Commissioners who does not sign the annual report and giving no reasons upon such matter
then, the relevant members are deemed to have approved such annual report.
9. The Company shall announce the balance sheet and the profit/loss statement in Bahasa Indonesia nationally
circulated newspaper subject to procedures as stipulated under the rule No. X.K.2 concerning the Obligation
for Delivering Periodical Financial Statement of Public Company.
UTILIZATION OF PROFIT AND DISTRIBUTION OF DIVIDENDS
Article 22
1. The Companys net profit in any financial year as stated in the balance sheet and the profit and loss
statement which have been ratified by the annual GMS and constitutes positive profit balance shall be divided
for utilization as determined by the annual GMS.
2. The dividends may only be paid according to financial capability of the Company based on the resolution
adopted in the GMS, such resolution shall also determine the time and the method of payment of dividend.
Dividend for one share must be paid to the person in whose name the share is registered in the Shareholders
Register with due observance of the Article 9 of this Articles of Association, that will be determined by, or by
the authority of the GMS in which the resolution for the distribution of dividend is adopted with due
observance of the applicable rules of the Stock Exchange where the Companys shares are listed.
3. In the event that the annual GMS does not determine other utilization, the net profit shall, after deduction by
the reserve fund as required by the law and this Articles of Association, be distributed as dividends.
4. If the profit and loss statement in a financial year shows a loss that cannot be covered by the reserve fund,
the loss shall remain recorded and entered in the profit and loss statement and in the following financial years
the Company shall not be considered as having made any profit as long as the loss recorded and entered in
the profit and loss statement have not yet been fully covered, without prejudice to the provisions of the
applicable laws.
5. The dividends which remain uncollected within a period of 5 (five) years after the date determined for the
payment of dividends has lapsed, will be entered into a special reserve. The GMS shall determine the
method of collection of the dividends that have been entered into such special reserve. The dividends that
have been entered into the special reserve as mentioned above and uncollected within a period of 10 (ten)
years will become the possession of the Company.
6. As for the shares listed a the Stock Exchange, the applicable rules of the Stock Exchange where the
Companys shares are listed will prevail.
7. The Company may distribute the interim dividends prior to the end of financial year of the Company if
required by shareholders representing 1/10 (one-tenth) of total issued shares, due observance of earning
projection and financial ability of the Company.
8. The distribution of the interim dividends shall be determined by the resolution of the Board of Directors
meeting and approved by the Board of Commissioners with due observance of section (6) of this article.
9. In the event that after the closing of the financial year, it turned out that the Company suffers loss, the interim
dividends that have been distributed must be returned by the shareholders to the Company.

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10. The Board of Directors and the Board of Commissioners of the Company shall jointly and severally be
responsible for the loss suffered by the Company in case the shareholders are unable to return the interim
dividends as referred to section (9) of this article.
UTILIZATION OF RESERVE FUNDS
Article 23
1. The Company must retain certain amount of its net profit in every financial year as a reserve fund, as
determined by the GMS with due observance of the applicable laws.
2. The obligation to retain certain amount of the net profit shall apply when the Company has a positive balance
of profit.
3. The retaining of the net profit for the reserve fund shall be done until the reserve fund has reached 20%
(twenty percent) of the total issued and paid-up capital.
4. The reserve fund which has not reached the amount as referred to in section (3) of this article may only be
utilized to cover the loss which cannot be covered by other reserves.
5. If the amount of the reserve fund has exceeded 20% (twenty percent) of the total issued and paid-up capital,
the GMS may decide that the ecxess amount may be utilized for the Companys needs.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Article 24
1. The amendments to the Articles of Association shall be in compliance with the Company Law and/or Capital
Market regulations.
2. The amendments to the Articles of Association shall be determined by the GMS with due observance of the
provisions contained in this Articles of Association.
3. The amendments to the provisions of the Articles of Association pertaining change of the Companys name
and/or place of domicile of the Company, purposes and objectives, as well as business activities, duration of
the Companys establishment, the amount of authorized capital, reduction of the issued and paid-up capital
and/or change of the status of the Company from a private company to a public company or vice-versa, shall
be subject to approval from the Ministry of Justice and Human Rights as required by the applicable laws.
4. The amendments to the Articles of Association pertaining to the matters other than as referred to in section
(3) of this article shall be sufficiently reported to the Ministry of Justice and Human Rights of the Republic of
Indonesia with due observance of the provisions of the Company law.
5. The provisions concerning reduction of capital shall be with due observance of the applicable laws, especially
the Capital Market regulations.
MERGER, CONSOLIDATION, ACQUISITION, AND SPIN-OFF
Article 25
1. Merger, consolidation, acquisition, and spin-off shall be determined by the GMS in compliance with the
provisions as referred to in Article 14 section (3) of this Articles of Association.
2. Further provisions concerning merger, consolidation, acquisition, and spin-off shall be as stipulated under the
applicable laws, especially the Capital Market regulations.

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DISSOLUTION, LIQUIDATION, AND EXPIRATION OF LEGAL ENTITY STATUS

Article 26
1. Dissolution of the Company can be done under the resolution of the GMS subject to provisions as referred to
in Article 14 section (3) of this Articles of Association.
2. Further provisions concerning dissolution, liquidation, and expiration of legal entity status shall be as
stipulated under the applicable laws, especially the Capital Market regulations.
DOMICILE
Article 27
The shareholders shall, for the matters relating to the Company, be deemed of having place of domicile at the
addresses as recorded in the Shareholders Register with due observance of the applicable laws and the Capital
Market regulations as well as the Stock Exchange rules where the Companys shares are listed.
CLOSING PROVISION
Article 28
Any and all matters that are not or not yet adequately provided in this Articles of Association shall be decided by
the GMS.
THE MANAGEMENT OF THE COMPANY HEREBY DECLARES THAT THE ARTICLES OF ASSOCIATION
CONTAINED IN THIS PROSPECTUS IS THE LATEST ARTICLES OF ASSOCIATION OF THE COMPANY IN
ACCORDANCE WITH RULE NUMBER IX.J.1.


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XX.

TERMS OF SHARES SUBSCRIPTION

1. Shares Subscription
Shares Subscription shall be carried out in conformity with the terms and requirements set forth in this
Prospectus and the Shares Subscription Form (SSF). SSFs are available from the Underwriters or Selling
Agents that are listed in Chapter XXI of this Prospectus. Shares subscription shall be carried out using the
original SSF issued by the Underwriters, made in 5 (five) copies. Subscriptions that are not in conformity with
the terms referred to above shall not be processed.
Each subscriber shall maintain a Securities Account at the Securities Companies or Custodian Banks that are
Account Holders at the Kustodian Sentral Efek Indonesia (KSEI).
2. Eligible Subscribers
Eligible Subscribers are Individuals and/or Institutions or Corporate Entties as defined in Law No. 8 Year
1995 dated 10 November 1995 regarding the Capital Market, Rule No. IX.A.7, Annex to the Decree of
Chairman of Bapepam and LK No. Kep691/BL/2011 dated 30 December 2011 regarding Subscription and
Allotment of Securities in a Public Offering.
3. Minimum Subscription Quantity
Subscription of shares shall be submitted in a mnimum amount of 1 (one) unit of transactions consisting of
500 (five hundred) shares and subsequently, in multiples of 500 (five hundred) shares.
4. Securities Registration in Collective Depository
All shares offered by the Company through this Initial Public Offering are registered at PT Kustodian Sentral
Efek Indonesia (KSEI) under the Agreement of Equity Securities Registration in KSEI
No. SP-0024/PE/KSEI/0713 signed by and between the Company and KSEI on 16 July 2013.
A. Upon registration of the Shares in KSEI, the following conditions shall apply to the Offerred Shares:
1. The Company shall not issue any Collective Shares Certificate (CSC) for the shares offered in this
Initial Public Offering. The Offered Shares shall be distributed electronically and administered in
KSEIs Collective Depository. Shares issued in this Initial Public Offering shall be credited to the
Securities Account on behalf of the Account Holder by no later than the date of the shares distribution
following the receipt of shares registration confirmation under the name of KSEI from the
Company/SAB.
2. Before the shares offerred in this Initial Public Offering are listed on the Stock Exchange, subscribers
shall receive confirmation of allotment registerd under the name of the subscribers in the form of
Allotment Confirmation Form (ACF)
3. The Company shall issue Shares Subscription Confirmation Form (SSCF) to KSEI as evidence of
registration in the Companys Shareholders List for the shares in Collective Depository.
4. KSEI, Securities Companies or Custodian Banks shall issue a written confirmation to the account
holders which serve as a confirmation of share ownership. The Written Confirmation is a legitimate
confirmation letter for the shares registered in the securities account.
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5. Transfer of shares ownership shall be carried out by way of transfer between Securities Accounts at
KSEI.
6. Shareholders registered in the Securities Accounts shall be entitled for dividend, bonus shares, preemptive rights, and the rights to cast vote in GMM and other rights that are inherent with the shares.
7. Payment of dividends, bonus shares and grant of pre-emptive rights to shareholders shall be carried
out by the Company or the SAB appointed by the Company, through the Securities Accounts at KSEI
to be subsequently forwarded to the Beneficial Owner of the securities accounts at the Securities
Companies or Custodian Banks.
8. Subsequent to the Initial Public Offering and the listing of the Companys shares, shareholders who
wish to obtain the shares certificate may withdraw the shares from Collective Depository at KSEI after
such shares are distributed to the Securities Account of the appointed Securities Companies or
Custodian Banks.
9. The withdrawal shall be carried out by filing an application for shares withdrawal in the form of Shares
Withdrawal Form to KSEI through the Securities Companies or Custodian Banks admistering such
shares.
10. Shares withdrawn from the Collective Depository shall be issued in the form of Collective Shares
Certificate by no later than 5 (five) business days following the receipt of the aforementioned
application by KSEI and shall be issued under the name of the shareholders as requested by the
Securities Companies or Custodian Banks administering the shares.
11. Parties intending to settle transactions of the Companys shares shall appoint a Security Company or
Custodian Bank that are registered as Account Holders at KSEI to administer the shares.
B. Shares withdrawn from KSEIs Collective Depository and for which are a Collective Shares Certificate are
issued cannot be used for the settlement of transactions in the stock exchange. Further information
regarding shares withdrawal proceduresis available at the Underwriters or Selling Agents where the
respective SSFs were filed.
5. Submission of Shares Subscription Order
During the Offering Period, eligible subscribers may submit shares subscription order during normal working
hours to the Underwriters or Selling Agents where the SSFs are obtained.
Each party is elibgle only for 1 (one) form, submitted by the respective subscriber supplemented by
photocopy of identification (Resident Identity Card or Passport for individual and Articles of Association for
legal entity) and performs full payment in accordance with the total subscription. In addition to providing
photocopy of passport, foreign subscribers shall completely and clearly state his/her name and address in the
country of origin and the legitimate legal domicile in the SSF and perform full payment in accordance with the
total subscription.
Selling Agents, Underwriters, Joint Lead Underwriters and the Company reserve the right to reject the shares
subscription in the event of incomplete SSF or failure to meet the requirements of shares subscription.

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6. Offering Period
Offering Period shall be conducted for the period of 4 (four) working days starting on 9 December 2013 at
10.00 West Time Zone and shall be closed on 12 December 2013 at 15.00 West Time Zone. The Joint Lead
Underwriters may shorten the Offering Period in the event that the total subscription exceeds the total shares
offered, with prior notification to OJK, which shall be submitted in no less that 1 (one) Business Day.
7. Allotment Date
Allotment Date when shares allotments are conducted in accordance with the prevailing regulations shall be
16 December 2013.
8. Terms of Payment
Payments can be made in cash, RTGS, transfer or rupiah denominated bank drafts or cheques and paid by
the respective Subscriber (representatives are not allowed), by presenting the original identification and the
respective photocopy and complete and duly filled-in SSF to the Underwriters or Selling Agents at the time
the SSFs are filed and all payment shall be paid to the account of the Joint Lead Underwriters as described
below:
Account Holder: PT Kresna Graha Sekurindo
Bank Mandiri
Branch Bursa Efek Indonesia
Account number: 1040001026736
In the case of payment by cheques or bank drafts, the respective cheques or bank drafts shall bear the name
of the parties filing or signing the SSF. Cheques or bank drafts owned by or bearing the name of a third party
are not acceptable as payment. To avoid late payment, on the last day of the Offering Period, payment shall
be made in cash, RTGS or transfer between Bank Mandiri accounts. All payment shall be cashed or
accepted in good funds in the above account by no later than 17 December 2013 15.00 West Time Zone.
SSFs which payments are not received in the above account on 17 December 2013 15.00 West Time Zone
are considered void and uneligible for allotment.
All fees and charges related to the payment process shall be borne by the subscribers. All cheques and bank
drafts received shall be immediately endorsed upon receipt, in the event that such cheques and bank drafts
are dishonored by the drawing bank, the related shares subscriptions shall be automatically considered void.
Payment of specific shares subscription shall be made directly to the Company. Payment made by transfer
from accounts in other banks shall be supplemented with a copy of the Credit Clearing Note from the
respective bank, which states the SSF and SSL reference number.
9. Receipts
The Lead Underwriters or Selling Agents receiving the SSF shall return to the subscribers, the 5th copy of the
originally signed SSF as a Receipt of Shares Subscription. Such Receipt of Shares Subsctiption is not a
guarantee that the shares subscription shall be fulfilled. The Receipt of Shares Subscription shall be
maintained to be returned at the time of refund and/or receipt of the ACF for the shares subscription. Receipt
of Shares Subscription for specific shares subscription shall be submitted directly to the Company.

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10. Shares Allotment

Allotment shall be carried out by the Joint Lead Underwriters as the Allotment Manager by using a combinded
method of Pooling and Fixed Allotment System in accordance with Bapepam Rule No. IX.A.& regarding
Responsibilities of Allotment Managers with Respect to Subscription and Allotment of Securities in a Public
Offering, Annex to the Decree of the Chairman of Bapepam and LK No. Kep691/BL/2011 dated 39 December
2011 and other prevailing laws and regulations, including the Capital Market Law.
Allotment Managers shall submit to OJK the Accountant Audit Report regarding the fairness of allotment
implementation by adhering to Bapepam-LK Rule No. VII.G. 12, Annex to Decree Bapepam-LK Chairman
No. Kep-17/PM/2004 dated 13 April 2004 regarding Guidelines for Accountants on Audit of Securities
Subscription and Allotment or Distribution of Bonus Shares and Rule No. IX.A.7 regarding Subscription and
Allotment of Securities in a Public Offering, by no later than 30 (thirty) days following the allotment date.
The Company shall submit to OJK the Initial Public Offering Report by no later than 5 (five) business days
following the Allotment Date in accordance with Bapepam and LK Rule No. IX.A.2 regarding Procedures for
Registration Statement in Relation to a Public Offering.
The allotment shall be conducted using a combined method of Pooling and Fixed Allotment system, whereby
Fixed Allotment shall be limited to a maximum of 98% (ninety-eight pecent) of the offered shares. The
remaining 2% (two percent) shall be allotted using the pooling method.
i) Fixed Allotment
Allotment using the fixed allotment system shall only be exercised upon fulfillment of the following
requirements:
a. Allotment Managers determine the percentage and the Parties to obtain the Fixed Allotment in the
Initial Public Offering. The determination of Fixed Allotment percentage shall duly consider the interest
of individual subscribers;
b. Total Fixed Allotment as referred to in point a includes the allotment for the Companys employees
subscribing in the Initial Public Offering (if any) with a maximum amount of 10% (ten percent) of the
shares offered in this Initial Public Offering;
c. Fixed Allotment is restricted for the following subscribers:
a) Directors, Commissioners, employees or Parties with share ownership of 20% (twenty percent) or
more in a Security Company which acts as Underwriters or Selling Agents with respect to the Initial
Public Offering;
b) Directors, Commissioners and/or the Companys principal shareholders; or
c) Affiliate of the Parties referred to in point a and b, who are not subscribing for the interest of a third
party.
d. In the event of oversubscription in this Initial Public Offering; Underwriters, Selling Agents and its
affiliated parties are prohibited from purchasing or owning shares on their behalf; and
e. In the event of undersubscription in this Initial Public Offering; Underwriters, Selling Agents and its
related parties are prohibited from selling the shares acquired or to be acquired based on the
Underwriting Agreement, unless through the Stock Exchange provided it has been disclosed in the
Prospectus that such shares shall be listed on the Stock Exchange.

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ii) Pooling
In the event that the subscribed shares exceed the offered shares, the Allotment Managers shall exercise
the remaining shares allotment procedures after allocation of fixed allotment as follows:
a. After exempting subscribers who are: (i) directors, commissioners, employees or Parties with 20% or
more share ownership in a Security Company that acts as the Underwriter or Selling Agent with regard
to this Initial Public Offering; (ii) the Companys directors, commissioners, and/or principal
shareholders; or (iii) affiliate of Parties referred to in point (i) and (ii), who are not submitting shares
subscription on behalf of a third party, the allotments shall be as follows:
1. Non-exempted subscribers shall receive all subscribed Shares; and
2. In the event that non-exempted subscribers have received full allotment and the Offered Shares
still remain, the remaining shares shall be allocated proportionally to the subscribers who are (i)
directors, commissioners, employees or Parties with 20% or more share ownership in a Security
Company that acts as the Underwriter or Selling Agent with regard to this Initial Public Offering; (ii)
the Companys directors, commissioners, and/or principal shareholders; or (iii) affiliate of Parties
referred to in point (i) and (ii), who are not submitting shares subscription on behalf of a third party.
b. In the event that there are remaining shares after exempting the subscribers as defined in point a,
which are less the the remaining shares subscription, the allotment for non-exempted subscribers
shall be allocated based on the following requirements:
1. Non-exempted subscribers shall receive 1 (one) unit of transaction at the Stock Exchange,
provided that adequate units of transaction are available. If such units are unavailable, the
remaining units of transactions shall be allocated by way of lottery. The number of shares included
in the unit of transaction referred to above is the highest unit of transaction set by the Stock
Exchange where such shares are to be listed;
2. In the event of remaining shares, subsequent to allocation of 1 (one) unit of transaction to nonexempted subscribers, the remaining shares shall be allocated proportionally in unit of transactions
in accordance with the number of shares subscribed by the subscribers.
11. Postponement or Cancellation of the Initial Public Offering
Within the period from the Effectiveness of the Registration Statement to the end of the Offering Period, the
Company reserves the right to postpone the Initial Public Offering for a maximum period of 3 (three) months
subsequent to the Effective Statement or to cancel the Initial Public Offering based on the terms set forth in
the Underwriting Agreements and all the amendments, changes and additions thereof and with due
consideration to Rule No. IX.A.2, provided that there are events beyond the Companys capabilities and
control, which include the followings:
a. Decline of the IDX composite by more than 10% (ten percent) for 3 (three) consecutive exchange days;
b. Natural disasters, war, riots, fire, strikes which significantly affect the Issuers going concern; and/or
c. Other events which significantly affect the Issuers going concern as defined by OJK.
In the event that Cancellation of the Initial Public Offering occurs prior to the effectiveness of the Registration
Statement, the Company and the Joint Lead Underwriters shall provide a written notification to OJK.
12. Subscription Refund
Subscribers whose subscriptions are declined in parts or in whole or in the event of cancellation of this Initial
Public Offering shall be refunded in Rupiah denomination by the Underwriters or Selling Agents where the
respective SSFs were filed. The refund shall be made by no later than 2 (two) Business Days subsequent to
the end of Allotment Date or the announcement date of the aforementioned cancellation.

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Refunds that are made in the period exceeding 2 (two) Business Days subsequent to the end of Allotment
Date or the announcement date of the Initial Public Offering cancellation shall be entitled for interest for each
day of delay at the amount equals to the interest rate of 1 (one) month Rupiah denominated current account
at Bank Mandiri, that are effective commencing on the 3rd Busines Day subsequent to the Allotment Date or
2 (two) Business Day subsequent to the date of cancellation or postponement of the Initial Public Offering,
calculated proportionally for each day of delay.
The procedures for refunds as referred to above are as follows:
a. Payment shall be made in cash, cheque or bank draft bearing the name of the subscribers upon
presentation or submission of Receipt of Shares Subscription and identity card to the Underwriter where
the Shares Subscribtion Form was filed by the respective subscriber, in accordance with the terms stated
in the SSF and for which the subscribers are exempted from Bank Mandiris administration fee or transfer
fee. Payment by cheque shall be addressed to the subscriber filing (signing) the SSF.
b. Payment may be sent by the Underwriters or directly collected by the respective subscriber by presenting
or submitting identitiy card to the Underwriters where the SSF was initialy filed or to the Company (in the
case of Specific Subscribers), in accordance with the terms set forth in the SSF. In the event that the
shares subscription refunds are available but not collected by the subscribers within 2 (two) Business
Days subsequent to the date of termination of the Agreement resulting in the cancellation of the Initial
Public Offering, the Joint Lead Underwriters and/or Underwriters and/or the Company (in the case of
Specific Subscribers) shall not be held liable and therefore the obligation to pay the fine to subscribers
shall cease to exist.
Shares subscription refunds shall be processed only upon submission of Receipt of Shares Subscription.
Payment of subscription refund may be made in cheque addressed to the subscribers filing the SSF or bank
draft, directly by investors in the office of Underwriters or Selling Agent where the SSFs were initialy filed by
submitting the Receipt of Shares Subscription. Refund of shares subscription for specific subscribers shall be
administered and conducted by the Company.
13. Delivery of Allotment Confirmation Form (ACF ) for the Shares Subscription
Distribution of shares to each securities account in KSEI under the name of the Securities Companies or
Custodian Banks appointed by the subscribers on behalf of the subscribers shall be carried out in no later
than 2 (two) Business Days subsequent to the Allotment Date. ACF for the shares subscription can be
collected at the appointed Shares Administration Bureau by presenting the subscribers original identity card
and receipt of shares subscription. Delivery of ACF for specific subscription shall be conducted by the
Company.
14. Others
The Joint Lead Underwriters and the Company reserves the right to accept or reject the shares subscriptions,
in parts or in whole. In the event of oversubscription and it is proven that certain parties filed more than
1 (one) shares subscription form, either directly or indirectly, the Allotment Managers shall only include
1 (one) shares subscription form first filed by the respective subscriber, in accordance with the provisions of
Rule No. IX.A.7 Annex to the Decree of the Chairman of Bapepam and LK No. Kep691/BL/2011 dated
30 December 2011 regarding Subscription and Allotment of Securities in a Public Offering. In the event that
the shares subscription forms are received by the Joint Lead Underwriters, cancellation in parts or in whole
by the subscribers is prohibited.


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XXI.

DISTRIBUTION OF PROSPECTUS AND SHARES SUBSCRIPTION FORM

The Prospectus and Shares Subscription Forms are available at the office of the appointed Underwriters and
Selling Agents, namely the Securities Brokers registered as members of the IDX as listed below:
JOINT LEAD UNDERWRITERS
PT Mandiri Sekuritas
Plaza Mandiri, 28th Floor
Jl. Jend. Gatot Subroto Kav. 36-38
Jakarta 12190, Indonesia
Phone: (+6221) 526 3445
Fax: (+6221) 5263507

PT Kresna Graha Sekurindo Tbk

Kresna Tower B, 6th Floor
Parc 18 SCBD
Jl. Jend. Sudirman Kav. 5253
Jakarta 12190
Phone: (+6221) 25557000
Fax: (+6221) 29391950
UNDERWRITERS

Public Offering Booth shall be opened during the Offering Period at .



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