Professional Documents
Culture Documents
Page No.
NOTICE OF ANNUAL GENERAL MEETING AND CLOSURE OF BOOKS 2
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING 11
GROUP STRUCTURE 12
FINANCIAL HIGHLIGHTS 13
CORPORATE INFORMATION 14
STATEMENT ON CORPORATE GOVERNANCE 15
DIRECTORS RESPONSIBILITY STATEMENT 24
AUDIT COMMITTEE S REPORT 25
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL 33
DIRECTORS PROFILE 36
CHAIRMAN S STATEMENT 38
FINANCIAL STATEMENTS 40
ANALYSIS OF SHAREHOLDINGS 109
LIST OF PROPERTIES 112
FORM OF PROX11
OXY 115
Special Business
To consider and, if thought fit, to pass with or without any modification(s), th
e
following Ordinary and Special Resolutions:
7.
ORDINARY RESOLUTION Resolution 7
AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF
THE COMPANIES ACT, 1965
2
Agenda 1 is meant for discussion only as the provision of Section 169(1) of the
Companies
Act, 1965 and the Articles of Association of the Company does not require a form
al approval
of the Shareholders. Hence, this Agenda is not put forward for voting.
Special Business
1.
Item 7 of the Agenda
Ordinary Resolution
Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965
The Resolution 7 proposed in the Agenda 7, if passed, will empower the Directors
of the
Company from the date of the above meeting until the next Annual General Meeting
, unless
earlier revoked or varied at a general meeting, to issue shares in the Company u
p to an
aggregate number not exceeding 10% of the issued share capital of the Company fo
r the
time being for such purposes as they consider would be in the interest of the Co
mpany.
4
Special Resolution
Proposed Amendments to the Articles of Association ( Proposed Amendments )
The Proposed Amendments are to streamline the Company s Articles of Association to
be
aligned with the amendments to the Main Market Listing Requirements of Bursa Mal
aysia
Securities Berhad.
Please refer to Annexure B of the 2013 Annual Report for more information.
5
ANNEXURE A
KEYNOTE CAPITAL SDN BHD
46-02, Jalan Tun Abdul Razak,
Susur Satu, 80000 Johor Bahru,
Johor, Malaysia
Date: 18 September 2013
The Board of Directors
APOLLO FOOD HOLDINGS BERHAD
(Co. No. 291471-M)
Suite 1301, 13th Floor,
City Plaza, Jalan Tebrau,
80300 Johor Bahru,
Johor, Malaysia
Dear Sirs,
NOTICE OF NOMINATION OF AUDITORS
We, KEYNOTE CAPITAL SDN BHD, a member of the Company holding 51.31% of the total
voting shares of the Company, hereby give notice, pursuant to Section 172(11) of
the
Companies Act, 1965 of our nomination of Messrs BDO as auditors of the Company i
n place of
the retiring auditors Messrs Reanda LLKG International and of our intention to p
ropose the
following as an ordinary resolution at the forthcoming Annual General Meeting:
ORDINARY RESOLUTION
CHANGE OF AUDITORS
THAT Messrs BDO having consented to act as Auditors be and are hereby appointed a
s
Auditors of the Company for the financial year ending 30 April 2014 in place of
Messrs Reanda
LLKG International who does not wish to seek for re-appointment and Messrs BDO s
hall hold
office until the conclusion of the next Annual General Meeting at a remuneration
to be
determined by the directors.
Yours faithfully,
LIANG CHIANG HENG
Corporate Representative
of Keynote Capital Sdn Bhd
7
ANNEXURE B
Proposed Amendment to Articles of Association of Apollo Food Holdings Berhad
Article No. Existing Article Amended Article Rationale
To insert a None (bb)(i) Share Issuance Scheme Pursuant to Para
new means a scheme involving 1.01 of the Main
Definition a new issuance of shares Market Listing
in Article 2 to the employees. Requirements
immediately ( MMLR )
after item (bb)
To amend Issue of Shares Issue of Shares Pursuant to Para
Article 4. (2)
(a) no Director shall participate
in an issue of shares or
options to employees of the
Company unless
shareholders in general
meeting have approved of
the specific allotment to be
made to such Director. A
non-executive Director may
so participate in an issue of
shares pursuant to a public
issue or offer for sale;
(a) no Director shall participate in a
Share Issuance Scheme for
employees of the Company
unless shareholders in general
meeting have approved of the
specific allotment to be made to
such Director. A non-executive
Director may so participate in
an issue of shares pursuant to a
public issue or offer for sale;
7.03 of MMLR
To amend (1) Instrument appointing proxy (1) Instrument appointing proxy to To a
dd clarity and
Article 100. to be in writing be in writing pursuant to Para
7.21A of MMLR
The instrument appointing a The instrument appointing a
proxy shall be in writing proxy shall be in writing under the
under the hands of the hands of the appointer or of his
appointer or of his attorney
duly authorised in writing or if
the appointer is a
attorney duly authorised in writing
or if the appointer is a corporation
corporation either under its either under its common seal, or
common seal, or the hand the hand of its officer or its duly
of its officer or its duly authorised attorney. An
authorised attorney. An instrument appointing a proxy to
instrument appointing a
proxy to vote at a meeting
shall be deemed to include
the power to demand or join
vote at a meeting shall be
deemed to include the power to
demand or join in demanding a
in demanding a poll on poll on behalf of the appointer.A
C
ANNEXURE B (cont d)
Proposed Amendment to Articles of Association of Apollo Food Holdings Berhad (co
nt d)
C
Article No. Existing Article Amended Article Rationale
To amend
Article 100. by
insertion item
(a), (b), (c)
and (d)
(3) Appointment of proxy by
authorised nominee
Where a Member of the
Company is an authorised
nominee as defined under
the Central Depositories Act,
it may appoint at least one
(1) proxy in respect of each
(3) Appointment of Proxies by
Member of the Company
(a) Where a Member of the
Company is an authorised
nominee as defined in the
Securities Industry
(Central Depositories) Act,
For clarity
securities account it holds
with ordinary shares of the
Company standing to the
credit of the said securities
account.
1991 ( SICDA ), it may
appoint not more than two (2)
proxies in respect of each
securities account it holds with
ordinary shares of the
Company standing to the
credit of the said securities
account.
(b) Where a Member of the
Company is an exempt
authorised nominee which
holds ordinary shares in
the Company for multiple
beneficial owners in one
(1) securities account
( omnibus account ),
there is no limit to the
number of proxies which
the exempt authorised
nominee may appoint in
respect of each omnibus
account it holds.
An exempt authorised
nominee refers to an
authorised nominee
defined under SICDA
which is exempted from
compliance with the
provisions of subsection
25A(1) of SICDA.
Pursuant to
Para 7.21 (1)
of MMLR
Pursuant to
Para 7.21 (2)
of MMLR
(c) Where a Member or the
authorized nominee
appoints two (2) proxies, or
where an exempt authorized
nominee appoints two (2) or
more proxies, the proportion
of shareholdings to be
represented by each proxy
must be specified in the
instrument appointing the
proxies.
For clarity
9
ANNEXURE B (cont d)
C
Proposed Amendment to Articles of Association of Apollo Food Holdings Berhad (co
nt d)
C
Article No. Existing Article Amended Article Rationale
To amend
Article 100.
by insertion
item (a), (b),
(c) and (d)
(cont d)
None (d) A proxy appointed to
attend and vote at a
meeting of the company
shall have the same
rights as the Member to
speak at the meeting.
Pursuant to
Para 7.21A
of MMLR
10
GROUP STRUCTURE
FINANCIAL HIGHLIGHTS
Earnings Per
Turnover
(RM Million )
240
225
210
195
180
165
150
135
120
105
90
75
60
45
30
15
0
44
42
40
38
36
34
32
30
28
26
24
22
20
18
16
14
12
10
8
6
4
2
0
Profit Before Tax
(RM Million)
1312111009 1312111009
Group
Financial results (RM'000)
Turnover
Profit Before Tax
Profit After Tax
Profit Attributable to Members
Dividends
50
40
30
20
10
0
Share
(Sen)
Net Assets
(RM Million)
240
220
200
180
160
140
120
100
80
60
40
20
0
1312 111009 1312111009
V)
d to reach 30%
by year 2016. Presently, the Group does not have a formal boardroom diversity, i
ncluding gender
diversity. The Board believes it is of utmost important to recruit and retain th
e best qualified individual
who possess the requisite skills, knowledge, experience, independence, foresight
and good
judgement to contribute effectively to the Board, regardless of age, gender, rac
e or religion.
The Board of Directors comprise of six members, out of which one is a women Dire
ctor, representing
16.7% of the Board composition.
No senior Independent Director was nominated as the Board is of the view that al
l Directors should
shoulder the responsibility collectively.
A brief profile of each Director is presented on pages 36 and 37.
16
Training
All Directors have completed the Mandatory Accreditation Programme (MAP). Direct
ors are
encouraged to attend seminars and education programmes to further enhance their
skills and
knowledge and to keep abreast with relevant changes and developments in the mark
et place to assist
them in the discharge of their duties as Directors.
Details of the training programmes attended by the Directors during the financia
l year ended 30 April
2013 were as follows:
Name Courses Attended
Liang Chiang Heng x
2013 Budget Updates & Highlights of Recent Tax
Development
x
International Bakeries Exhibition (IBA) 2012
Liang Kim Poh x
2013 Budget Updates & Highlights of Recent Tax
Development
Ng Chet Chiang @ Ng Chat Choon x
2013 Budget Updates & Highlights of Recent Tax
Development
x
Limited Liability Partnership (LLP) Regulations
Datuk P. Venugopal A/L V.K.Menon x
2013 Budget Updates & Highlights of Recent Tax
Development
Abdul Rahim Bin Bunyamin x
2013 Budget Updates & Highlights of Recent Tax
Development
Datin Paduka Hjh. Aminah Binti Hashim x
2013 Budget Updates & Highlights of Recent Tax
Development
All Directors will continue to attend relevant seminars and programmes as a cont
inuous process as
recommended by Bursa Malaysia Securities Berhad.
Appointment and Re-election of Directors
The Nomination Committee is responsible for the identification and making recomm
endations on any
nomination to the Board new Directors and ensuring the appointments of individua
ls with appropriate
experience and knowledge to fulfil the duties of a Director. There is a familiar
isation programme in
place for new Directors, which included visit to the factory, meeting with the s
enior management as
appropriate, to facilitate their understanding of the Company s business and opera
tions.
In accordance with the Company s Articles of Association, nearest to one third (1/
3) of the Directors,
including the Managing Director, shall retire from office at every Annual Genera
l Meeting but shall be
eligible for re-election provided always that each Director shall retire at leas
t once every three years.
Directors who are appointed by the Board during the financial year are subject t
o re-election by the
shareholders at the next Annual General Meeting held following their appointment
s.
Director(s) over seventy years of age are required to submit himself/themselves
for re-appointment
annually in accordance with Section 129(6) of the Companies Act, 1965.
The names of Directors seeking for re-appointment and re-election at the forthco
ming Annual General
Meeting are disclosed in the Notice of Annual General Meeting in this Annual Rep
ort.
18
Members
Liang Chiang Heng
Executive Chairman cum Managing Director
Datuk P. Venugopal A/L V.K Menon Non-Independent Non-Executive Director
Abdul Rahim Bin Bunyamin Independent Non-Executive Director
Datin Paduka Hjh. Aminah Binti Hashim
Independent Non-Executive Director
The Committee meets at least once a year. The Remuneration Committee reviews and
makes
recommendations to the Board as to the remuneration and other entitlements of th
e Executive
Directors to ensure that they are rewarded appropriately for their contribution
to the Group s growth
and profitability. Remuneration of Non-Executive Directors is linked to their le
vel of responsibilities.
The Executive Directors play no part in the deliberations and decisions on their
remuneration. The
remuneration and entitlements of Non-Executive Directors are decided by the Boar
d with the Director
concerned abstaining from deliberations and voting on decisions in respect of hi
s remuneration.
The Directors fees are subject to shareholders approval at the Annual General Meet
ing.
Aggregate remuneration of the Directors categorised into appropriate components
for the financial
year ended 30th April 2013 are as follows:
Executive Directors
RM
Non-Executive Directors
RM
Salaries, bonus and allowances 3,982,496 27,750
Other emoluments 179,297 16,000
Pension
defined contribution plans 484,528 Fees 66,000 124,000
TOTAL 4,712,321 167,750
The number of Directors whose total remuneration falls within the respective ban
d are as follows:
No of Directors
Range of remuneration Executive Directors Non Executive Directors
Below RM 50,000 -4
RM 1,500,001 -RM1,550,000 1 RM 3,200,001 -RM3,250,000 1 TOTAL 2 4
The Remuneration Committee met once during the financial year, attended by all i
ts members.
19
Members
Datuk P. Venugopal A/L V.K Menon
Abdul Rahim Bin Bunyamin
Financial Reporting
In presenting the annual financial statements and quarterly announcement of resu
lts to shareholders,
the Directors take responsibility to present a balanced and accurate assessment
of the Group s
position and prospects. The Audit Committee assists the Board in scrutinising th
e information for
disclosure to ensure accuracy and transparency.
20
There were no options, warrants or convertible securities issued during the fina
ncial year.
(h) Deviation in Financial Results
There was no material deviation between the results for the financial year and t
he unaudited
results previously announced.
(i) Sanctions and Penalties
There were no sanctions or penalties imposed on the Company and its subsidiaries
by Bursa
Securities, Securities Commission and the relevant regulatory bodies during the
financial year.
(j) Non-audit fee
The amount of the Group s non-audit fee paid to external auditors and its affiliat
ed company
during the financial year ended 30 April 2013 is RM18,500 being tax compliance f
ee and meeting
allowance.
22
DIRECTORS
RESPONSIBILITY STATEMENT
The Directors are required by the Companies Act, 1965 ( the Act ) to prepare financi
al statements
for each financial year which have been made out in accordance with the applicab
le Financial
Reporting Standards in Malaysia and to give a true and fair view of the state of
affairs of the Group
and of the Company at the end of the financial year and of the results and cash
flows of the Group
and of the Company for the financial year.
During the preparation of the financial statements for the financial year ended
30 April 2013 the
Directors have ensured that:
The Group and the Company have used appropriate accounting policies which are co
nsistently
applied;
Reasonable judgements and estimates that are prudent and reasonable have been ma
de;
All applicable Financial Reporting Standards in Malaysia have been followed;
The accounting and other records required by the Act are properly kept and discl
osed with
reasonable accuracy on the financial position of the Group and of the Company wh
ich enable them
to ensure that the financial statements comply with the Act.
The Directors have general responsibilities for taking such steps that are reaso
nably available to
them to safeguard the assets of the Group and of the Company, and to prevent and
detect fraud and
other irregularities and material misstatements. Such systems, by their nature,
can only provide
reasonable and not absolute assurance against material misstatement, loss and fr
aud.
24
have been
present and to have formed part of the quorum at all times during the committee
meeting by
instantaneous telecommunication device unless he has previously obtained the exp
ress consent
of the Chairman of the committee meeting to leave the meeting.
Minutes of the proceedings at a committee meeting by instantaneous telecommunica
tion device
will be sufficient evidence of such proceedings and of the observance of all nec
essary formalities
if certified as correct minutes by the Chairman of the committee meeting. Instan
taneous
telecommunication device means any telecommunication conferencing device with or
without
visual capacity.
A resolution in writing signed or approved by a majority of the Committee and wh
o are sufficient to
form a quorum shall be as valid and effectual as if it had been passed at a meet
ing of the
Committee duly called and constituted.
27
x
assess the quality and effectiveness of the internal control system and the effi
ciency of
the Company operations;
x
the quality and effectiveness of the entire accounting and internal control syst
ems; and
x
the adequacy the disclosure of information essential to a fair and full presenta
tion of the
financial affairs of the Group.
4. To
discuss problems and reservations arising from the interim and final audits, and
any
matters the auditor may wish to discuss (in the absence of the management where
necessary).
5. To review all areas of significant financial risks and the arrangements in pl
ace to contain these
risks to acceptable levels.
29
3 to 35 of
the Annual Report to provide an overview on the state of risk management and int
ernal control.
32
INTRODUCTION
Pursuant to paragraph 15.26(b) and Practice Note 9 of the Bursa Malaysia Securit
ies Berhad
Main Market Listing Requirements in relation to requirement to prepare statement
about the state
of risk management and internal control of the listed issuer as a group, and as
guided by the
Statement on Risk Management and Internal Control: Guidelines for Directors of L
isted Issuers
( the Guidelines ), the Board is pleased to present the statement on the state of ri
sk management
and internal control of the Group for the financial year ended 30 April 2013.
BOARD RESPONSIBILITY
The Board of Directors ( the Board ) affirms its overall responsibility for maintain
ing a sound risk
management and internal control system and for reviewing their adequacy and effe
ctiveness so
as to safeguard all its stakeholders interests and protecting the Group s assets. T
he system of
internal controls covers inter-alia, risk assessment as well as financial, opera
tional, environmental
and compliance controls. However, in view of the limitations that are inherent i
n any system of
internal controls, the system of internal controls is designed to manage, rather
than to eliminate,
the risk of failure to achieve the Group s business objectives. Accordingly, the s
ystem of internal
controls can only provide reasonable and not absolute assurance against material
misstatement
of losses and fraud.
RISK MANAGEMENT
The Board maintains an on-going commitment for identifying, evaluating and manag
ing significant
risks faced by the Group during the financial year under review. The Board had p
ut in place risk
management framework and internal control system in order to manage key business
risks faced
by the Group adequately and effectively. The responsibility for the identificati
on, evaluation and
management of the key business risk delegated to the Executive Board and Senior
Management.
The Group s Risk Management is embedded into key processes at all level of organis
ation
structure whereby respective head of departments are delegated with the responsi
bility to
continuously identify, evaluate and manage the existing and emerging risks, resu
lting from
changes to internal and external environment, faced by the Group under their sco
pe of
responsibility by formulating and implementing adequate internal control to mana
ge the risk
exposure identified.
The Executive Directors and Senior Management manage key business risks faced by
the Group
through constant communication among themselves and with respective head of depa
rtments
during daily management of operation and through scheduled management meetings.
Changes in
the key business risks faced by the Group or emergence of new key business risks
are
highlighted to the Board for deliberation and decision making.
The above process has been practiced by the Group for the financial year under r
eview and up to
the date of approval of this statement.
33
DIRECTORS
PROFILE
Singaporean)
Non-Independent and Executive Director. Has been with the Apollo Group since 197
9 and appointed
as Managing Director on 20 March 1996 as the Executive chairman as well on 21 Ju
ly 1998. The
Group s business has grown and expanded within the short period of time under his
leadership. He
was awarded an Honorary PhD in Business Administration from the Wisconsin Intern
ational
University. He also sits on the Board of several private companies. He is also a
member of the
Remuneration Committee.
Liang Kim Poh (52 years of age
Singaporean)
Malaysian)
Malaysian)
DIRECTORS
PROFILE (Continued)
Malaysian)
Malaysian)
CHAIRMAN S STATEMENT
On behalf of the Board of Directors, I am pleased to present the Annual Report a
nd the Audited
Financial Statements of Apollo Food Holdings Berhad Group for the financial year
ended 30 April
2013.
Financial Performance
The Group registered a turnover of RM222.75 million for the financial year ended
30 April 2013, an
increase of 11.07% as compared to RM200.55 million in 2012. This was mainly due
to the
improvement of demand in both export and domestic markets.
The profit after tax increased by 47% to RM32.08 million from RM21.74 million as
recorded in the
previous financial year. Similarly the Group s earning per share also increased fr
om 27.18 sen to
40.10 sen over the same period. The higher revenue and improved cost structure h
ad contributed to
the higher profit.
Despite the continuing economic uncertainties globally, the Malaysian economy re
mained resilient
and the Malaysia s Gross Domestic Product ( GDP ) grew 5.6% in 2012 compared with 5.1%
in 2011.
Despite the political unrest in certain regions and slowing growth in the emergi
ng markets, the
markets in which the Group operates remain relatively stable.
Although the prices of major materials consumed by Group were less volatile this
year verses 2012,
the volatile raw material prices are expected to continue in the forthcoming yea
r. Coupled with the
uncertainties in the global economy, we expect the forthcoming year to be anothe
r challenging year.
In facing these challenges, the Group will monitor the raw material prices close
ly and review its
business strategies to adapt to the changes in the market for the forthcoming ye
ar.
Dividend
Your Board of Directors is recommending a first and final dividend of 25 sen und
er the single tier
system (tax exempt) for the financial year ended 30 April 2013, for the sharehol
ders approval at the
forthcoming Annual General Meeting to be held on 24 October 2013. If approved, t
he dividend will be
paid on 9 January 2014.
Operations Review and Prospects
Continuous improvement on our production planning, stringent quality control and
investment on
newer and modern production machineries with higher output and more automation t
FINANCIAL STATEMENTS
PAGE NO.
DIRECTORS REPORT 41
45
STATEMENT BY DIRECTORS 46
STATUTORY DECLARATION 46
INDEPENDENT AUDITORS REPORT 47 - 49
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 50
COMPANY STATEMENT OF FINANCIAL POSITION 51
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 52
COMPANY STATEMENT OF CHANGES IN EQUITY 53
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 54
COMPANY STATEMENT OF COMPREHENSIVE INCOME 55
CONSOLIDATED STATEMENT OF CASH FLOW 56
COMPANY STATEMENT OF CASH FLOW 57
NOTES TO THE FINANCIAL STATEMENTS 58 - 108
40
REPORT
The Directors hereby submit their report together with the audited financial sta
tements of the Group
and of the Company for the financial year ended 30 April 2013.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of
management
services to subsidiaries.
The principal activities of the subsidiaries are described in Note 15 to the fin
ancial statements.
There have been no significant changes in the nature of these activities during
the financial year.
RESULTS
Group Company
RM RM
Profit before tax 42,449,536 19,883,117
Income tax expense (10,366,391) (275,686)
Profit for the year 32,083,145 19,607,431
Profit for the year attributable to
Owners of the Parent 32,083,145 19,607,431
DIVIDEND
Since the end of the previous year, the amount of dividends paid or proposed by
the Company
were as follows:
RM
In respect of the year ended 30 April 2012 :
Final tax exempt (single tier) dividend of 20 sen on 80,000,000 ordinary
shares paid on 9 January 2013 16,000,000
The Directors have proposed a single tier final dividend of 25 sen per ordinary
share amounting to
RM20,000,000 in respect of the current financial year. The proposed final divide
nd is subject to
approval by the shareholders at the forthcoming Annual General Meeting of the Co
mpany and has
not been included as a liability in the financial statements.
RESERVES AND PROVISIONS
There were no material transfers to and from reserves and provisions during the
financial year
except as disclosed in the financial statements.
41
DIRECTORS
REPORT (Continued)
DIRECTORS
REPORT (Continued)
DIRECTORS
REPORT (Continued)
the results of the Group s and Company s operations during the financial year were
not substantially affected by any item, transaction or event of a material and u
nusual
nature;
(ii)
there has not arisen in the interval between the end of the financial year and t
he date
of this report any item, transaction or event of a material and unusual nature w
hich is
likely to affect substantially the results of the operations of the Group and of
the
Company for the financial year in which this report is made; and
(iii)
no contingent or other liability has become enforceable or is likely to become
enforceable within the period of twelve months after the end of the financial ye
ar which
will or may substantially affect the ability of the Group or of the Company to m
eet their
obligations when they fall due.
44
DIRECTORS
REPORT (Continued)
HOLDING COMPANY
The Company is a subsidiary of KEYNOTE CAPITAL SDN BHD, a company incorporated i
n
Malaysia, which is also regarded by the Directors as the ultimate holding compan
y.
AUDITORS
The auditors, Reanda LLKG International, retire and do not wish to seek re-appoi
ntment.
Signed on behalf of the Board
in accordance with a resolution of the Directors
LIANG KIM POH
Johor Bahru
in
LIANANANANA NNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNN GGGGGGGGGGGGG
GGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGG CHIAAIAAAAAAAAAAAAAAAAAAAAA
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA NGNNNNNNNNNNNNNNNNNN
GNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNNN HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH
HHHHHHHHHHHHHHHHHHHHH HHHHHHHHHHHHHHHHHHHHH HHHHHHEENEEE G
Jh Bh
30 August 2013
45
REPORT
MEMBERS
TO THE ME OF APOLLO FOOD HOLIDNGS BERHAD
REPORT ON THE FINANCIAL STATEMENTS
We have audited the financial statements of APOLLO FOOD HOLDINGS BERHAD, which c
omprise
of the statements of financial position as at 30 April 2013 of the Group and of
the Company, and the
statements of comprehensive income, statements of changes in equity and statemen
ts of cash flows
of the Group and of the Company for the financial year then ended, and a summary
of significant
accounting policies and other explanatory notes as set out on pages 50 to 108.
Directors Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation of financial st
atements so as to
give a true and fair view in accordance with Malaysian Financial Reporting Stand
ards, International
Financial Reporting Standards and the requirements of the Companies Act 1965 in
Malaysia. The
Directors are also responsible for such internal control as the Directors determ
ine is necessary to
enable the preparation of financial statements that are free from material misst
atement, whether due
to fraud or error.
Auditors
Responsibility
93,164
1,205,418
55,350,629
Total current assets 121,836,462 103,060,858 99,633,147
TOTAL ASSETS 256,272,916 239,221,242 233,771,475
EQUITY AND LIABILITIES
Shareholders' Equity
Equity attributable to owners
of the parent
Share capital
Reserves
10
11
80,000,000
150,182,760
80,000,000
134,213,905
80,000,000
128,395,593
Total equity 230,182,760 214,213,905 208,395,593
Non Current Liabilities
Retirement benefits obligations
Deferred tax liabilities
12
13
1,533,201
15,709,259
1,411,747
15,983,840
1,308,168
15,977,172
Total non current liabilities 17,242,460 17,395,587 17,285,340
Current Liabilities
Trade payables
Other payables and accruals
Retirement benefits obligations
Income tax payable
14
14
12
2,921,227
4,198,419
84,600
1,643,450
3,703,319
3,594,711
51,673
262,047
4,290,539
3,538,628
66,743
194,632
Total current liabilities 8,847,696 7,611,750 8,090,542
Total liabilities 26,090,156 25,007,337 25,375,882
TOTAL EQUITY AND LIABILITIES 256,272,916 239,221,242 233,771,475
The accompanying notes form an integral part of these financial statements.
50
4,325,454
7,450,383
(7,450,383)
238,973
238,973
74,007
312,980
116,463,490
7,367,676
123,831,166
21,744,305
(16,000,000)
129,575,471
208,478,300
(82,707)
208,395,593
21,818,312
(16,000,000)
214,213,905
The accompanying notes form an integral part of these financial statements.
52
312,980
23,379,384
13,893,295
(16,000,000)
21,272,679
107,943,811
13,967,302
(16,000,000)
105,911,113
The accompanying notes form an integral part of these financial statements.
53
(4,648,627)
(531,137)
Cash flows from operations 39,070,469 32,594,128
Interest received 1,784,151 1,591,745
Income taxes refunded
Income taxes paid
Payment of retirement benefits 12
622,954
(9,842,446)
(39,653)
(6,014,744)
(72,483)
Net cash flows from operating activities 31,595,475 28,098,646
INVESTING ACTIVITIES
Purchase of available-for-sale investments
Proceeds from disposal of available-for-sale investments
Rental received from investment properties
Dividends received
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
3
(1,408,161)
164,400
158,666
(6,438,972)
7,500
(2,454,906)
807,859
314,400
106,881
(9,703,331)
3,000
Net cash used in investing activities (7,516,567) (10,926,097)
FINANCING ACTIVITY
Dividends paid on ordinary shares
Net cash used in financing activity
17 (16,000,000)
(16,000,000)
(16,000,000)
(16,000,000)
NET INCREASE IN CASH AND CASH EQUIVALENTS 8,078,908 1,172,549
Currency translation differences 192,931 67,884
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 56,591,062 55,350,629
CASH AND CASH EQUIVALENTS AT END OF YEAR 9 64,862,901 56,591,062
The accompanying notes form an integral part of these financial statements.
56
FINANCING ACTIVITY
Dividends paid on ordinary shares 17 (16,000,000) (16,000,000)
Net cash flows used in financing activity (16,000,000) (16,000,000)
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,310,732 14,125,160
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 33,380,561 19,255,401
CASH AND CASH EQUIVALENTS AT END OF YEAR 9 35,691,293 33,380,561
The accompanying notes form an integral part of these financial statements.
57
position, financial performance and cash flows is set out in Note 2.1(b) below.
These
notes included reconciliations of equity and total comprehensive income for the
comparative period and of equity at the date of transition under MFRS. The
transition from FRS to MFRS has not had a material impact on the statements of
cash flows.
58
Consolidate
Flow for
at the date
the date of
63
rate that reflects, where appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.
74
The Group operates an unfunded retirement benefits plan for its eligible Directo
rs
and employees. The liabilities in respect of the retirement benefits are based o
n a
plan benefit formula. The Group s obligations under the plan are calculated using
the Projected Credit Unit Method through which the amount of benefit that
employees and Directors have earned in return for their service in the current a
nd
prior years is estimated. That benefit is discounted in order to determine its
present value.
The discount rate is yield at the reporting date on high quality corporate bonds
or
government bonds.
(q) Cash and Cash equivalents
Cash and cash equivalents comprise cash and bank balances, demand deposits,
and short-term, highly liquid investments that are readily convertible to known
amount of cash and which are subject to an insignificant risk of changes in valu
e.
(r) Segmental Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision maker. The chief operating
decision maker, who is responsible for allocating resources and assessing
performance of the operating segments and making strategic decisions. Additional
disclosures on each of these segments are shown in Note 29.
79
202,292,007
6,438,972
(462,239)
(25,115)
30 April 2013 20,720,756 22,733,057 5,226,401 151,627,746 2,043,900 4,849,785 1,
041,980 208,243,625
Accumulated depreciation
1 May 2012
Charge for the year
Written off
Disposals
2,912,426
959,155
758,080
253,257
75,728,790
7,503,555
(434,032)
(25,111)
1,836,982
83,986
3,005,355
248,189
(28,088)
2,299
74,033
-84,243,932
9,122,175
(462,120)
(25,111)
30 April 2013 3,871,581 1,011,337 -82,773,202 1,920,968 3,225,456 76,332 92,878,
876
Carrying Amount
30 April 2013 16,849,175 21,721,720 5,226,401 68,854,544 122,932 1,624,329 965,6
48 115,364,749
80
1,379,907
2,762,302
143,594,815
2,043,900
4,047,812
2,299
191,819,884
1,379,907
1 May 2011 (As restated)
Additions
Written off
Disposals
20,720,756
20,027,907
2,115,935
2,762,302
1,446,102
143,594,815
6,061,329
(464,693)
(35,000)
2,043,900
4,047,812
79,965
(102,922)
(8,500)
2,299
193,199,791
9,703,331
(567,615)
(43,500)
30 April 2012 20,720,756 22,143,842 4,208,404 149,156,451 2,043,900 4,016,355 2,
299 202,292,007
Representing:
At cost
At valuation
20,720,756
22,143,842
4,208,404
-
149,156,451
2,043,900
4,016,355
2,299
202,292,00720,720,756 22,143,842 4,208,404 149,156,451 2,043,900 4,016,355 2,299 202,292,00
7
Accumulated depreciation
1 May 2011
Transfer from leasehold land
use rights
1,221,044
254,953
162,530
69,271,589
1,725,437
2,871,152
1,957
75,346,132
162,530
1 May 2011 (As restated)
Charge for the year (Restated)
Written off
Disposals
1,221,044
1,691,382
417,483
340,597
69,271,589
6,949,595
(464,686)
(27,708)
1,725,437
111,545
2,871,152
242,354
(102,909)
(5,242)
1,957
342
75,508,662
9,335,815
(567,595)
(32,950)
30 April 2012 2,912,426 758,080 -75,728,790 1,836,982 3,005,355 2,299 84,243,932
Carrying Amount
30 April 2012 17,808,330 21,385,762 4,208,404 73,427,661 206,918 1,011,000 -118,
048,075
Negative pledges for RM10 million (2012: RM10 million) over all movable and immo
vable property, plant and
equipment are given to a local bank to secure banking facilities extended to a s
ubsidiary as disclosed in Note 25.
Property, plant and equipment are depreciated on a straight line method over the
ir estimated useful lives as
specified under note 2.2(b). Any changes in the expected level of usage and tech
nological developments could
impact the economic useful lives and the residual values of these property, plan
t and equipment; therefore future
depreciation charges could be re-estimated and revised.
81
16,502,940
(519,100)
15,983,840
Deferred Tax Assets of the Group
Group
2012
At 1 May 2011
Recognised in profit or loss
At 30 April 2012
Offsetting
After offsetting
Provisions
RM
(789,793)
208,793
(581,000)
519,100
(61,900)
Property,
plant and
equipment
RM
(31,500)
(31,500)
(31,500)
Total
RM
(789,793)
177,293
(612,500)
519,100
(93,400)
89
89
92
22,700
35,945
244,250-281,000
340
93
(214,424)
-Quoted Malaysian shares
-Unquoted Malaysian shares
-subsidiaries
-others
(158,141)
(525)
(106,446)
(435)
(158,141)
(19,200,016)
(106,446)
(13,500,010)
94
REMUNERATION
The members of key management personnel of the Group and of the Company comprise
the
Executive Directors and Directors of subsidiary companies. Key management person
nel are
defined as those persons having authority and responsibility for planning, direc
ting, and
controlling the activities of the Group and of the Company whether directly or i
ndirectly. Details
on the compensation for these key management personnel are disclosed as follows:
Group Company
2013 2012 2013 2012
RM RM RM RM
Directors of the Company
Executive:
-Fees 66,000 74,000 66,000 74,000
-Salaries, bonus and
3,982,496 3,487,089 10,500 10,500
allowances
-Other short-term
159,258 155,757 employee benefits
-Retirement benefits 20,039 27,516 -Pension costs:
-defined contribution
plans 484,528 440,610
4,712,321 4,184,972 76,500 84,500
Non-executive:
-Fees 124,000 140,000 124,000 140,000
-Provision for gratuities 16,000 32,000 16,000 32,000
-Allowances 27,750 24,500 27,750 24,500
167,750 196,500 167,750 196,500
Director of Subsidiary
-Fee 13,000 17,000 -Salary, bonus and
995,479 845,431 -
allowance
-Other short-term
24,677 21,456 employee benefits
-Retirement benefits 9,517 16,560 -Pension costs:
-defined contribution
plans 119,804 102,747
1,162,477 1,003,194 Total 6,042,548 5,384,666 244,250 281,000
95
REMUNERATION (Continued)
The number of Directors of the Company whose total remuneration during the year
fall within the
following bands is as follows:
Number of Directors
2013 2012
Executive Directors:
RM1,350,001 RM1,400,000 -1
RM1,500,001 RM1,550,000 1RM2,950,001
RM3,000,000 -1
RM3,200,001
RM3,250,000 1
Non-Executive Directors:
RM50,001 RM100,000 -1
Below RM50,000 4 3
22 INCOME TAX EXPENSE
Group Company
2013 2012 2013 2012
RM RM RM RM
Income tax:
Current year 10,711,438 6,854,468 252,726 300,920
(Over)/under provision in
prior years (75,766) 49,123 -77,035
10,635,672 6,903,591 252,726 377,955
Deferred tax: (Note 13)
Relating to origination and
reversal of temporary
differences (269,281) 360,517 22,960 (6,158)
(Over)/under provision in
prior years (411,249) -6,458
(269,281) (50,732) 22,960 300
Total 10,366,391 6,852,859 275,686 378,255
96
tes charged by
the bank if these guarantees have not been available. The Directors have assesse
d the fair
value of these financial guarantees to have no material financial impact on the
results and
the retained profits of the Company.
98
customer.
103
105
On demand or within 1
year
3,544,076 4,256,564
Market Risk
Market price risk is the risk that the fair value or future cash flows of the Gr
oup s financial
instruments will fluctuate because of changes in market prices (other than inter
est or
exchange rates).
106
tives for
capital management, are as follows:
2013 2012
RM RM
Total liabilities
26,090,156 25,007,337
Total equity
230,182,760 214,213,905
Total capital
80,000,000 80,000,000
Gearing ratio
11% 12%
107
The breakdown of the retained profits of the Group and of the Company as at 30 A
pril 2013 into
realised and unrealised profits is presented in accordance with the directive is
sued by Bursa
Malaysia Securities Berhad dated 25 March, 2010 and prepared in accordance with
Guidance
on Special Matter No. 1, Determination of Realised and Unrealised Profits or Los
ses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requi
rements, as
issued by the Malaysian Institute of Accountants.
Group Company
2013 2013
RM RM
Total Retained Profits of the Company and its
subsidiaries :
-Realised 196,034,263 24,867,370
-Unrealised (15,747,125) 12,740
180,287,138 24,880,110
Less: Consolidation adjustments
(34,628,522)
ANALYSIS OF SHAREHOLDINGS
AS AT 2 SEPTEMBER 2013
Statement of shareholdings according to the record of depositors as at 2 Septemb
er 2013
Authorised share capital : RM100,000,000 ordinary shares of RM1-00 each
Issued and fully paid-up capital : RM80,000,000 divided into 80,000,000 shares
Class of shares : Ordinary shares of RM1-00 each
No of shareholders : 2,715
Voting rights : One vote per ordinary share
A) List of Substantial Shareholders
Direct Deemed interest in shares
No. Name Of Shareholders No. of shares % No. of shares %
1.
2.
3.
4.
5.
6.
Keynote Capital Sdn Bhd
Liang Chiang Heng
Liang Kim Poh
Tan Song Cheng
Tan Kok Guan
Amanahraya Trustees Berhad
- Skim Amanah Saham
Bumiputera
41,048,415
220,000
225,000
66,000
16,072,000
51.31
0.28
0.28
0.08
20.09
41,048,415
*1
41,048,415
*1
41,048,415
*1
41,048,415
*1
51.31
51.31
51.31
51.31
Note :
LIST OF PROPERTIES
AS AT 30 APRIL 2013
Location Existing Use Tenure Approximate Land Area Carrying
Age of (sq.m) Amount At
Building 30 April
(Years) 2013
RM'000
70, Jalan Langkasuka
Larkin Industrial Area
80350 Johor Bahru
58, Jalan Langkasuka
Larkin Industrial Area
80350 Johor Bahru
GM170 Lot
GM100 Lot
Jalan JB
Plentong
81800 Ulu
138 &
139
Kota Tinggi
Tiram, Johor
Vacant land
Vacant land
2 units of
intermediate double
storey terrace house
rented out
Factory building
occupied as second
factory
Factory building
occupied as main
factory
Factory building
occupied as second
factory
Factory building
occupied as main
factory
99 years
leasehold
expiring on
08.08.2109
60 years
leasehold
expiring on
14.01.2024
Freehold
Freehold
Freehold
99 years
leasehold
expiring on
08.08.2109
99 years
leasehold
expiring on
08.08.2109
99 years
leasehold
expiring on
08.08.2109
99 years
leasehold
expiring on
08.08.2109
24 7,762 7,133
22 10,036 2,260
-53,595 8,285
-14,156 2,896
16 327 299
44 8,377 4,483
45 7,661 5,041
46 7,751 3,606
7 11,914 7,396
41,399
112
Notes
1.
A member entitled to attend and vote at the Meeting is entitled to appoint a pro
xy to attend and vote in his stead. A proxy may but need
not be a member of the Company.
2.
Where a member appoints more than one (1) proxy, the appointment shall be invali
d unless he specifies the proportion of his holdings to
be represented by each proxy.
3.
Where a member is an authorised nominee as defined under the Securities Industry
(Central Depositories) Act 1991, it may appoint not
more than two (2) proxies in respect of each securities account it holds with or
dinary shares of the Company standing to the credit of the
said securities account.
4.
Where a member of the Company is an exempt authorised nominee which holds ordina
ry shares in the Company for multiple beneficial
owners in one securities account ( omnibus account ), there is no limit to the numbe
r of proxies which the exempt authorised nominee
may appoint in respect of each omnibus account it holds.
5.
Where the Proxy Form is executed by a corporation, it must be either under its C
ommon Seal or under the hand of an officer or attorney
duly authorised.
6.
The Proxy Form must be deposited with the Company Secretary at the Registered Of
fice, Suite 1301, 13th Floor, City Plaza, Jalan
Tebrau, 80300 Johor Bahru, Johor Darul Takzim not less than 48 hours before the
time set for the Meeting.
7.
For the purpose of determining a member who shall be entitled to attend the 19th
Annual General Meeting, the Company shall be
requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 81(2) o
f the Company s Articles of Association and Section
34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a gen
eral meeting Record of Depositor as at 14 October 2013.
Only a depositor whose name appears therein shall be entitled to attend the said
meeting or appoint a proxy to attend and/or vote on his
stead.
115