Professional Documents
Culture Documents
Incorporated In Malaysia
CONTENTS
Page No.
GROUP STRUCTURE 6
FINANCIAL HIGHLIGHTS 7
CORPORATE INFORMATION 8
DIRECTORS PROFILE 27
CHAIRMANS STATEMENT 29
FINANCIAL STATEMENTS 31
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
1. To receive the Audited Financial Statements for the financial year ended (Please refer
30 April 2012 and the Reports of the Directors and Auditors thereon to Explanatory
Note 1)
2. To declare a first and final dividend of 20% under single tier for the Resolution 1
financial year ended 30 April 2012
3. To approve Directors fee for the financial year ended 30 April 2012 Resolution 2
4. To re-elect the following Directors retiring under Article 116 of the Articles
of Association of the Company:
(i) Mr. Liang Kim Poh; and Resolution 3
(ii) En. Abdul Rahim Bin Bunyamin Resolution 4
5. To re-appoint Messrs Reanda LLKG International as Auditors of the Resolution 5
Company and to authorise the Directors to fix their remuneration
Special Business
To consider and, if thought fit, to pass with or without modification, the following
Ordinary Resolution:-
6. AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO Resolution 6
SECTION 132D OF THE COMPANIES ACT, 1965 (Authority to allot and
issue shares)
THAT pursuant to Section 132D of the Companies Act, 1965 the
Directors be and are hereby authorised to allot and issue shares in the
Company from time to time at such price, upon such terms and conditions,
for such purposes and to such person or persons whomsoever as the
Directors may deem fit provided that the aggregate number of shares so
issued pursuant to this resolution in any one financial year does not
exceed 10% of the issued capital of the Company for the time being and
that such authority shall continue in force until the conclusion of the next
Annual General Meeting of the Company.
7. To transact any other matter for which due notice shall have been given in
accordance with the Company's Articles of Association and the
Companies Act, 1965
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
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NOTES:-
1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend
and vote in his stead. A proxy may but need not be a member of the Company.
2. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless
he specifies the proportion of his holdings to be represented by each proxy.
3. Where a member is an authorised nominee as defined under the Securities Industry (Central
Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities
account it holds with ordinary shares of the Company standing to the credit of the said
securities account.
4. Where a member of the Company is an exempt authorised nominee which holds ordinary
shares in the Company for multiple beneficial owners in one securities account (omnibus
account), there is no limit to the number of proxies which the exempt authorised nominee
may appoint in respect of each omnibus account it holds.
5. Where the Proxy Form is executed by a corporation, it must be either under its Common Seal
or under the hand of an officer or attorney duly authorised.
6. The Proxy Form must be deposited with the Company Secretary at the Registered Office,
Suite 1301, 13th Floor, City Plaza, Jalan Tebrau, 80300 Johor Bahru, Johor Darul Takzim not
less than 48 hours before the time set for the Meeting.
th
7. For the purpose of determining a member who shall be entitled to attend the 18 Annual
General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in
accordance with Article 81(2) of the Companys Articles of Association and Section 34(1) of
the Securities Industry (Central Depositories) Act, 1991 to issue a general meeting Record of
Depositor as at 18 October 2012. Only a depositor whose name appears therein shall be
entitled to attend the said meeting or appoint a proxy to attend and/or vote on his stead.
Explanatory Notes:
Explanatory Note 1
Agenda 1 is meant for discussion only as the provision of Section 169(1) of the Companies
Act, 1965 and the Articles of Association of the Company does not require a formal approval
of the Shareholders. Hence, this Agenda is not put forward for voting.
Ordinary Resolution:-
Resolution 6 Authority to Allot and Issue Shares Pursuant to Section 132D of the
Companies Act, 1965
th
The Company had, during its 17 Annual General Meeting (AGM) held on 28 October 2011,
obtained its shareholders approval for the general mandate for issuance of shares pursuant
to Section 132D of the Companies Act, 1965 (the Act). The Company did not issue any
shares pursuant to this mandate obtained.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
The Ordinary Resolution 6 proposed in the Agenda 6 is a renewal of the general mandate for
issuance of shares by the Company under Section 132D of the Act. The Ordinary Resolution
6, if passed, will empower the Directors of the Company to allot and issue shares in the
Company up to an amount not exceeding in total ten per centum (10%) of the issued share
capital of the Company for such purposes as the Directors consider in the best interest of the
Company. This authority, unless revoked or varied by the Company at a general meeting, will
expire at the next AGM. The renewal of this mandate will provide flexibility to the Company
for any possible fund raising activities, including but not limited to further placing of shares,
for purpose of funding future investment, working capital and/or acquisitions.
At this junction, there is no decision to issue new shares. If there should be a decision to
issue new shares after the general mandate is sought, the Company will make an
announcement in respect of the purpose and utilisation of proceeds arising from such issue.
CLOSURE OF BOOKS
th
To determine shareholders entitlement to the dividend payment, if approved at the 18 Annual
General Meeting of the Company, the Share transfer books and Register of Members will be closed
on 12 December 2012.
The dividend, if approved, will be paid on 9 January 2013 to shareholders whose names appear in
the Register of Members and Record of Depositors at the close of business on 12 December 2012.
A depositor shall qualify for entitlement to the dividend only in respect of:-
(a) shares transferred into the depositors securities account before 4.00pm on 12 December 2012 in
respect of transfers;
(b) shares bought on Bursa Malaysia on a cum entitlement basis according to the Rules of Bursa
Malaysia.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
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Securities holdings in the Company and its subsidiaries by the directors standing for
re-election.
Note :
*1
By virtue of his interest in the shares held by Keynote Capital Sdn. Bhd.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
GROUP STRUCTURE
100% 100%
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
FINANCIAL HIGHLIGHTS
Earnings Per
Share
Turnover Profit Before Tax (Sen) Net Assets
(RM Million ) (RM Million) (RM Million)
50
220
225
210 32 40 200
195 30
28 180
180
26 160
165 30
24
150 22 140
135 20
120 120
18
105 16 20 100
90 14
12 80
75
60 10 60
8 10
45 40
6
30 4
15 20
2
0 0 0 0
12 11 10 09 08 12 11 10 09 08 12 11 10 09 08 12 11 10 09 08
Restated
Group 2012 2011 2010 2009 2008
Financed by (RM'000)
Statistics
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. Liang Chiang Heng (Executive Chairman cum Managing Director)
Mr. Liang Kim Poh (Executive Director)
Mr. Ng Chet Chiang @ Ng Chat Choon (Independent Non-Executive Director)
Datuk P. Venugopal A/L V. K. Menon (Non-Independent Non-Executive Director)
Encik Abdul Rahim Bin Bunyamin (Independent Non-Executive Director)
Datin Paduka Hjh. Aminah Binti Hashim (Independent Non-Executive Director)
COMPANY SECRETARIES
Ms. Woo Min Fong (MAICSA 0532413)
Mr. Yap Wai Bing (MAICSA 7023640)
REGISTERED OFFICE
Suite 1301, 13th Floor, City Plaza,
Jalan Tebrau, 80300 Johor Bahru,
Johor, Malaysia
Tel: 07-3322088
Fax: 07-3328096
SHARE REGISTRAR
TRICOR INVESTOR SERVICES SDN BHD (118401 V)
Level 17, The Gardens North Tower,
Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur, Malaysia
Tel: 03-22643895
Fax: 03-22821886
Email: is.enquiry@my.tricorglobal.com
AUDITORS
REANDA LLKG INTERNATIONAL(AF 1082)
Suite 9-6, Level 9,
Wisma UOA II, Jalan Pinang,
50450 Kulal Lumpur, Malaysia
Tel: 03-21662303
Fax: 03-21668303
PRINCIPAL BANKERS
AmBank Berhad
AmInvestment Services Berhad
OCBC Bank (Malaysia) Berhad
RHB Bank Berhad
Malayan Banking Berhad
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
The Board recognises the importance of good governance to support the Groups continued growth
and success. It is committed to continuously improving and enhancing the Groups procedures from
time to time to ensure that the principles and best practices in corporate governance recommended in
the Malaysian Code on Corporate Governance (the Code) are applied within the group to protect
and enhance its shareholders value.
Set out below is a statement on the extent of the Groups application of the principles of the Code and
compliance with the best practices provisions:
Two (2) Executive Directors (including the Executive Chairman cum Managing Director)
One (1) Non- Independent Non-Executive Director
Three (3) Independent Non-Executive Directors
The Board comprises an appropriate balance of Directors with diverse experience and expertise
required for the effective stewardship of the Group and independence in decision making at Board
level. The Board is headed by an Executive Chairman who is also the Managing Director responsible
for implementing decisions of the Board. The Board is mindful of the convergence of the two roles,
but is comfortable that there is no undue risk involved as all related party transactions are strictly
dealt with in accordance with the listing requirements and with independent consultants to advise
other Board members and shareholders. Further to this, sufficient number of Independent Directors
will be maintained which will meet the requirements of Bursa Securities in relation to one-third
Independent Directors. A brief profile of each Director is presented on pages 27 and 28.
More than one-third of the Board are Independent Non-Executive Directors thereby bringing
objective, independent judgement to the decision making process. As and when conflict of interest
arises, the Director concerned would declare his interest and abstain from the decision-making
process.
The Board retains full and effective control of the Group. This includes responsibility for determining
the Groups overall strategic direction, development and control. Key matters, such as approval of
annual and quarterly results, acquisitions and disposals of assets, as well as material agreements,
major capital expenditures, budgets, long range plans and succession planning for top management
are reserved for the Board.
Board Meetings
The Board normally meet 4 times a year with additional meetings convened as and when necessary.
During the year ended 30 April 2012, the Board met 4 times, where it deliberated upon and
considered a variety of matters including the Groups financial results, major investments, strategic
decisions and the direction of the Group.
In the periods between the Board Meetings, Board approvals were sought via circular resolutions,
which were attached with sufficient information required to make informed decision.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
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Number of
Number of Board meetings
Name
meetings held attended by
during the year Directors
Liang Chiang Heng 4 4
Liang Kim Poh 4 4
Ng Chet Chiang @ Ng Chat Choon 4 4
Datuk P. Venugopal A/L V. K. Menon 4 4
Abdul Rahim Bin Bunyamin 4 3
Datin Paduka Hjh. Aminah Binti Hashim 4 4
Supply of Information
Notices, agendas and Board papers of each meeting are issued in a timely manner prior to the
meetings to enable Directors to obtain further explanations/ clarifications, where necessary, in order
to be properly briefed before the meeting.
All Directors have access to the advice and services of the Company Secretary in carrying out their
duties. If necessary, the Directors may seek external advice and call for additional clarification and
data to assist them in forming their opinion and findings in the lead up to Board decisions.
Directors Training
All Directors have completed the Mandatory Accreditation Programme (MAP). Directors are
encouraged to attend seminars and education programmes to further enhance their skills and
knowledge and to keep abreast with relevant changes and developments in the market place to assist
them in the discharge of their duties as Directors.
Details of the training programmes attended by the Directors during the financial year ended 30 April
2012 were as follows:
Name Courses Attended
Liang Chiang Heng Key Amendments to Listing Requirements 2011
Corporate Disclosure and Corporate Governance
Blueprint 2011
Liang Kim Poh Key Amendments to Listing Requirements 2011
Corporate Disclosure and Corporate Governance
Blueprint 2011
Ng Chet Chiang @ Ng Chat Choon Key Amendments to Listing Requirements 2011
Corporate Disclosure and Corporate Governance
Blueprint 2011
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
The identification and appointment of new Directors undergoes a process led by the Nomination
Committee. There is a familiarisation programme in place for new Directors, which included visit to
the factory, meeting with the senior management as appropriate, to facilitate their understanding of
the Companys business and operations.
In accordance with the Companys Articles of Association, nearest to one third (1/3) of the Directors,
including the Managing Director, shall retire from office at every Annual General Meeting but shall be
eligible for re-election provided always that each Director shall retire at least once every three years.
Directors who are appointed by the Board during the financial year are subject to re-election by the
shareholders at the next Annual General Meeting held following their appointments. Director(s) over
seventy years of age are required to submit himself/themselves for re-appointment annually in
accordance with Section 129(6) of the Companies Act, 1965.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
The number of Directors whose total remuneration falls within the respective band are as follows:
No of Directors
Range of remuneration Executive Directors Non Executive Directors
Below RM 50,000 - 3
RM 50,001 - RM 100,000 - 1
RM 1,350,001 - RM1,400,000 1 -
RM 2,950,001 - RM3,000,000 1 -
TOTAL 2 4
The Remuneration Committee met once during the financial year, attended by all its members.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
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Chairman
Ng Chet Chiang @ Ng Chat Choon Independent Non-Executive Director
Members
Datuk P. Venugopal A/L V.K Menon Non-Independent Non-Executive Director
Abdul Rahim Bin Bunyamin Independent Non-Executive Director
Datin Paduka Hjh. Aminah Binti Hashim Independent Non-Executive Director
The Committee is responsible for making recommendations to the Board on appointment of all new
members to the Board and Committees of the Board and it provides a formal and transparent
procedure for such appointments. The Committee will review at least once a year the performance of
the individual Directors, Board and Board Committees as well as the required mix of skills and
experience of the Directors on the Board in determining the appropriate balance and size of
Executive and Non-Executive participation.
The Nomination Committee met once during the financial year, attended by all its members.
Audit Committee
The composition of membership and the terms of reference of the Audit Committee and other
pertinent information about the Audit Committee and its activities are highlighted in the Audit
Committee Report set out on Pages 17 and 24 of the Annual Report.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
Shareholders Relations
The Company maintains a regular policy of disseminating information that is material for
shareholders attention through announcements and release of financial results on a quarterly basis,
which provide the shareholders and the investing public with an overview of the Groups performance
and operations.
At the Annual General Meeting of the Company, the Directors welcome the opportunity to gather the
views of shareholders. Notices of each meeting are issued on a timely manner to all, and in the case
of special business, a statement explaining the effect of the proposed resolutions is provided. Upon
request, the Directors will also meet up with institutional investors, press and investment analysts to
explain to them the Groups operations so as to give them a better understanding of the Groups
business.
While conducting interviews, the Board takes necessary precautions to ensure that price sensitive
and information regarded as material undisclosed information about the Group is not revealed until
after the prescribed announcement has been made to Bursa Securities.
The Group is committed to be a successful and responsible corporate citizen by not just delivering
quality products and services and generating attractive returns to our customers and shareholders,
we also recognise that it is our corporate social responsibility to ensure that we conduct our business
in an ethical, professional and socially responsible manner. As we strive to achieve this aim, we
recognise our responsibility to our employees, business associates and community within which we
conduct our business as well as the environment we operate in.
Recognising its employees as an important asset to the Group, it has always ulfil ured to safeguard
the welfare of its employees. Occupational Safety and Health Programme have been established to
provide a safe and healthy workplace and environment for the employees and visitors. Employees
are also provided with the necessary training on an ongoing basis to further enhance their skills and
knowledge. This includes participation in various job related training organised by external parties.
On community welfare, the Group has from time to time donated cash and sponsored company
products to various organisations, associations and schools for them to carry out their various
activities.
The Group adheres strictly to all applicable environmental laws and regulations. Production process
are being constantly monitored and upgraded to ensure compliance with any changes in the
environmental laws and regulations. Operation and office resources are been utilised without much
wastage and recycling are being encouraged at all times. The Group is committed to seek continuous
improvements in its operations to minimise any negative impact on the environment.
The Group has complied substantially with the principles and best practices in Corporate Governance
as provided by the Malaysia Code of Corporate Governance with the exception of identification of a
senior Independent Director and the composition of the Audit Committee. The Board is of the view
that all Directors should shoulder the responsibility collectively.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
In compliance with the Bursa Securities Listing Requirements, the following additional information is
provided:-
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
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The Directors are required by the Companies Act, 1965 (the Act) to prepare financial statements for
each financial year which have been made out in accordance with the applicable Financial Reporting
Standards in Malaysia and to give a true and fair view of the state of affairs of the Group and of the
Company at the end of the financial year and of the results and cash flows of the Group and of the
Company for the financial year.
During the preparation of the financial statements for the financial year ended 30 April 2012 the
Directors have ensured that:
The Group and the Company have used appropriate accounting policies which are consistently
applied;
Reasonable judgements and estimates that are prudent and reasonable have been made;
The accounting and other records required by the Act are properly kept and disclosed with
reasonable accuracy on the financial position of the Group and of the Company which enable them to
ensure that the financial statements comply with the Act.
The Directors have general responsibilities for taking such steps that are reasonably available to
them to safeguard the assets of the Group and of the Company, and to prevent and detect fraud and
other irregularities and material misstatements. Such systems, by their nature, can only provide
reasonable and not absolute assurance against material misstatement, loss and fraud.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
The Audit Committee (Committee) adopted the revised terms of reference on 27 March 2008 as set
out on page 17 to 24 of the annual report.
COMPOSITION OF MEMBERS
For the financial year ended 30 April 2012, the Committee comprised the following members:-
Chairman
Mr Ng Chet Chiang @ Ng Chat Choon (Independent Non-Executive Director)
Members
Datuk P. Venugopal A/L V.K. Menon (Non-Independent Non-Executive Director)
Encik Abdul Rahim Bin Bunyamin (Independent Non-Executive Director)
Datin Paduka Hjh. Aminah Binti Hashim (Independent Non-Executive Director)
TERMS OF REFERENCE
Objectives
(1) To provide assistance to the Board in fulfilling its fiduciary responsibilities relating to
corporate accounting and reporting practices for the Company;
(2) To maintain, through regularly scheduled meetings, a direct line of communication between
the Board and the external auditors as well as the internal auditors;
(3) To avail to the external and internal auditors a private and confidential audience at any time
they desire and to request such audience through the Chairman of the Committee, with or
without the prior knowledge of Management;
(4) To act upon the Boards request to investigate and report on any issue of concern with regard
to the management of the Company; and
(5) To ensure compliance with any such changes / amendments / updates / insertions of the
listing requirements and any other applicable laws and regulations, arising thereof from time
to time.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
The Audit Committee shall be appointed by the Board from amongst their members and shall consist
of not less than three (3) members. All the audit committee members must be non-executive directors
with a majority of them being Independent Directors.
st
(a) he must have passed the examinations specified in Part 1 of the 1 Schedule of the
Accountants Act 1967; or
(b) he must be a member of one of the associations of accountants specified in Part II of the
st
1 Schedule of the Accountants Act 1967; or
(iii) he must fulfil such other requirements as prescribed or approved by the Exchange.
The members of the Committee shall among them elect a Chairman from whom shall be an
Independent Director.
The terms of office and the performance of each member shall be reviewed at least once every three
years.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
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The Committee shall meet at least four (4) times a year and as many times as the Committee
deems necessary.
The quorum for a meeting shall be two (2) members, and only if only two members present both
of them must be Independent Directors. If the number of members present for the meeting is
more than two (2), the majority of members present must be Independent Directors.
Minutes of each meeting shall be kept by the Secretary as evidence that the Committee had
discharged its functions. The Chairman of the Committee will report to the Board after each Audit
Committee meeting. The approved minutes of Audit Committee meetings are forwarded to Board
members for information.
In the absence of the Chairman of the Committee, members present shall elect a Chairman for
the meeting from amongst the Independent Directors.
A committee member may not leave the meeting by disconnecting his instantaneous
telecommunication device unless he has previously obtained the express consent of the
Chairman of the meeting and a committee member will be conclusively presumed to have been
present and to have formed part of the quorum at all times during the committee meeting by
instantaneous telecommunication device unless he has previously obtained the express consent
of the Chairman of the committee meeting to leave the meeting.
A resolution in writing signed or approved by a majority of the Committee and who are sufficient to
form a quorum shall be as valid and effectual as if it had been passed at a meeting of the
Committee duly called and constituted.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
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The Committee shall, in accordance with a procedure to be determined by the Board and at the
cost of the Company:-
1. have explicit authority to investigate any matters of the Company and its subsidiaries, within
its terms of reference, where it deems necessary, investigate any matter referred to it or
that it has come across in respect of a transaction that raises questions of management
integrity, possible conflict of interest, or abuse by a significant or controlling shareholder;
3. have full and unrestricted access to the Chief Executive Officer and Chief Financial Officer
and to any information pertaining to the Company which it requires in the course of
performing its duties;
5. be able to obtain and seek outside legal or other independent professional advice and to
secure the attendance of outsiders with relevant experience and expertise if it considers
necessary; and
6. be able to convene meetings with the external auditors, the internal auditors or both,
excluding the attendance of other directors and employees of the Company.
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT
(INCORPORATED 2012
IN MALAYSIA)
Incorporated In Malaysia ANNUAL REPORT 2012
1. (i) To consider and recommend the appointment of the external auditors, the audit fee, and
any questions of resignation or dismissal, and inquire into the staffing and competence of
the external auditors in performing their work and assistance given by the Companys
officers to the external auditors.
(ii) Where the external auditors are removed from office or give notice to the Company of
their desire to resign as external auditors, the Committee shall ensure that the Company
immediately notify Bursa Malaysia Securities Bhd (the Exchange) and forward to the
Exchange a copy of any written representations or written explanations of the resignation
made by the external auditors at the same time as copies of such representations or
explanations are submitted to the Registrar of Companies pursuant to section 172A of the
Companies Act 1965.
2. (i) To discuss with the external auditors before the audit commences the nature, scope and
any significant problems that may be foreseen in the audit, ensure adequate tests to
verify the accounts and procedures of the Company and ensure co-ordination where
more than one audit firm is involved; and
(ii) To ensure and confirm that the management has placed no restriction on the scope of the
audit.
3. To review the quarterly announcements to Bursa Malaysia Securities Berhad and financial
statements before submission to the Board, focusing particularly on:-
4. To discuss problems and reservations arising from the interim and final audits, and any
matters the auditor may wish to discuss (in the absence of the management where
necessary).
5. To review all areas of significant financial risks and the arrangements in place to contain these
risks to acceptable levels.
21
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT
(INCORPORATED 2012
IN MALAYSIA)
Incorporated In Malaysia ANNUAL REPORT 2012
(a) Review the adequacy of the competency of the internal audit function including the
scope and resources of the internal audit functions and ensuring that the internal
auditors have the necessary authority to carry out their work;
(d) Consider major findings of internal audit investigations and managements response,
and ensure that appropriate actions are taken on the recommendations of the internal
audit function;
(i) To review any appraisal or assessment of the performance of the staff of the
internal audit function;
(iii) To inform itself of resignations of internal audit staff members and provide the
resigning staff member an opportunity to submit his/her reason of resignation.
22
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT
(INCORPORATED 2012
IN MALAYSIA)
Incorporated In Malaysia ANNUAL REPORT 2012
8. To consider:-
any related party transactions that may arise within the Company or the Group and to
ensure that Directors report such transactions annually to shareholders via the
annual report; and
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT
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IN MALAYSIA)
Incorporated In Malaysia ANNUAL REPORT 2012
i. Reviewed the external auditors scope of work and audit plan for the year;
ii. Reviewed and recommended to the Board the re-appointment of external auditors and the
audit fee thereof;
iii. Reviewed the Corporate Governance Statement and Statement on Internal Control prior to
the Boards approval for inclusion in the Companys annual report;
iv. Reviewed the draft audited financial statements prior to submission to the Board for their
consideration and approval;
v. Reviewed the Groups unaudited quarterly reports and announcements before recommending
them for the Boards consideration and approval;
vi. Met with the external auditors without the presence of any executive board members and
management personnel;
vii. Reviewed internal audit plan, internal audit reports with recommendations by the internal
auditors, managements response and follow-up actions taken by the management;
viii. Reported to and updated the Board on significant issues and concerns discussed during the
Committee and where appropriate made the necessary recommendations to the Board; and
The role of the internal audit function is to assist the Audit Committee and the Board of Directors
in monitoring and managing risks and internal controls of the Group. A systematic and disciplined
approach will be used to evaluate and improve the effectiveness of risk management, operational
and internal controls, and compliance with laws and regulations.
The Groups internal audit function is outsourced to a professional service provider firm to assist
the Committee in discharging its duties and responsibilities more effectively. The expenses
incurred for internal audit amounted to RM 38,979 for the year ended 30 April 2012.
The Groups Statement on Internal Control is set out on page 25 and 26 of the Annual Report to
provide an overview on the state of internal control.
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT
(INCORPORATED 2012
IN MALAYSIA)
Incorporated In Malaysia ANNUAL REPORT 2012
Introduction
The Malaysian Code on Corporate Governance (Revised 2007) requires listed companies to
maintain a sound system on risk management and internal control in order to safeguard
shareholders investments and the Groups assets.
Pursuant to paragraph 15.26(b) of the Bursa Malaysia Securities Berhads Main Market Listing
Requirements and as guided by the Statement on Internal Control: Guidance for Directors of
Public Listed Companies (the Guidance), the Board of Directors (the Board) of Apollo Food
Holdings Berhad is pleased to present the following statement on internal controls which outlines
the nature and scope of the internal controls of the Group during the financial year ended 30 April
2012.
Board Responsibility
The Board recognises the importance of a sound system of internal control, which includes the
establishment and maintenance of an appropriate control environment and framework, and review
of its adequacy and integrity to ensure that the Groups assets and shareholders interests are
safeguarded.
However, due to the inherent limitations of internal control systems, it should be noted that the
controls established are designed to manage rather than eliminate the risks that may hinder the
achievement of the Groups business objectives. Hence, such system of internal control
established can only provide reasonable and not absolute assurance against material
misstatement, fraud or losses.
The Boards primary objective and direction in managing the Groups principal business risks are
to enhance the Groups ability to achieve its business objectives. The principal business risks are
managed by the internally established Risk Management Committee (RMC) through
identification of the key business risks and related management action plans to counter the risks
identified.
The RMC manages key business risks faced by the Group through constant communication
among the members and changes in the key business risks faced by the Group or emergence of
new key business risks are highlighted to the Board, if any
The Group outsourced its internal audit function to a professional service provider firm to review
the adequacy and effectiveness of the internal control systems and to monitor the compliance of
established policies and procedures. Periodical internal audit reviews were carried out based on
the Internal Audit Plan approved by the Audit Committee. Based on the results of the reviews,
action plans were co-developed with Management to further enhance the systems of internal
control of the Group. Thereafter, the internal audit review reports are presented directly to the
Audit Committee.
25
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
(INCORPORATED IN MALAYSIA)
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT
ANNUAL REPORT2012
2012
Incorporated In Malaysia
The following key processes have been established in reviewing the adequacy and integrity of the
Groups system of internal controls:
A defined organisation structure with clear lines of responsibility to facilitate hierarchical reporting,
proper segregation of duties and delegation of authority.
Financial results are reviewed quarterly by the Board and Audit Committee
Operational manual procedures are communicated to the staff members and compliance checks
are carried out by the internal auditors as well as ISO auditors.
To support the effective operation of the systems of internal control, efforts are made to ensure
that key personnel are equipped with necessary technical knowledge and updates.
A financial reporting system to ensure timely generation of financial information for management
review. This includes, amongst others, the monitoring of results against budget, with major
variances being followed up and management actions taken, where necessary.
An ISO 22000:2005 certification by SGS Yarsley International Certification Services for certain
business activities of the Group.
An Occupational Safety and Health Committee to review safety and health issues for the Group.
Documentation of the Groups key processes in the Operational Manual, Operational Control
Standard, Process Control Standards and Machine Control Standards, which are regularly
reviewed and updated.
Conclusion
During the financial year, there were no material internal control failures nor have any of the
reported weaknesses resulted in material losses or contingencies to the Group that would require
separate disclosure in this annual report.
26
26
APOLLO FOOD HOLDINGS BERHAD (291471-M)
(INCORPORATED IN MALAYSIA)
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
ANNUAL REPORT 2012
Incorporated In Malaysia
DIRECTORS PROFILE
Non-Independent and Executive Director. Has been with the Apollo Group since 1979 and appointed
as Managing Director on 20 March 1996 as the Executive chairman as well on 21 July 1998. The
Groups business has grown and expanded within the short period of time under his leadership. He
was awarded an Honorary PhD in Business Administration from the Wisconsin International
University. He also sits on the Board of several private companies. He is also a member of the
Remuneration Committee.
Independent and Non-Executive Director. Appointed to the Board on 20 March 1996. A licensed
company secretary, he started his career as a tax officer with the Inland Revenue Board before
setting up his own tax and secretarial practices in 1982. He is an associate member of Malaysian
Institute of Taxation. Appointed as Chairman of the Audit Committee on 9 May 1996. Member of the
Remuneration and Nomination Committees and also sits on the Board of several private companies.
He is also the elected central council member for the Associated Chinese Chamber of Commerce
(ACCCIM), Malaysia and he is currently the chairperson of the ICT committee of ACCCIM.
Non-Independent and Non-Executive Director. Graduated with a BA (Hons.) from the University of
Malaya and a Masters in Public Administration from Harvard University. Appointed to the Board on 12
October 1998. He was an officer of the Malaysian Administrative and Diplomatic Service from 1965 to
1998 and served in the Ministry of Agriculture, the National Unity Board, the General Planning Unit,
and MAMPU in the PMs Department and the Ministry of Health. Subsequently he worked as the
CEO of the National Cancer Council from 1998 to 2003 and as the Chief Executive of a regulatory
body in the private sector appointed by the Govt. to monitor the performance of privatised contractors
in providing support services to all Govt. hospitals from 2003 to 2009. He is currently an appointed
member of the Malaysian Institute of Integrity. Datuk is a Member of the Audit, Remuneration and
Nomination Committees. Does not hold any other directorships.
27
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT
(INCORPORATED 2012
IN MALAYSIA)
Incorporated In Malaysia ANNUAL REPORT 2012
Independent and Non-Executive Director. Fellow Member of The Association of Chartered Certified
Accountants, UK (ACCA). Appointed to the Board on 14 December 2001. He has extensive corporate
finance experience having been attached with a reputable merchant bank and several public listed
companies. Member of the Audit, Remuneration and Nomination Committees. He also sits on the
Board of Winitex Corporation Bhd.
Datin Paduka Hjh. Aminah Binti Hashim (64 years of age Malaysian)
Independent and Non-Executive Director. Graduated with Bachelor of Arts (Economics) from
University of Malaya. Appointed to the Board on 31 October 2006. Datin served in various Johor
State Government Department, namely, The Johor State Secretary Office, Batu Pahat Land Office,
Batu Pahat Local Council Office, Johor State Treasury Office, Johor State Islamic Development
Corporation and Johor Lands and Mines Office from 1972 to 2003. She held different positions, her
last post being the Director of Lands and Mines, Johor Lands and Mines Office. She is also a
member of Puspanita Johor and Mawar Johor. Member of the Audit, Remuneration and Nomination
Committees. She also sits on the Board of a private company.
OTHER INFORMATION
a) None of the Directors have any family relationships with each other and/or major
shareholders except Mr Liang Chiang Heng and Mr Liang Kim Poh are brothers.
b) The Directors interests in the shares of the Company as at 5 September 2012 are
shown on page 100.
c) None of the Directors have been convicted of any offences within the past 10 years
other than traffic offences, if any.
d) None of the Directors have any conflict of interest with the Company.
28
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
APOLLO FOOD HOLDINGS BERHAD (291471-M)
Incorporated In Malaysia
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
CHAIRMANS STATEMENT
On behalf of the Board of Directors, I am pleased to present the Annual Report and the Audited
Financial Statements of Apollo Food Holdings Berhad Group for the financial year ended 30 April
2012.
Financial Performance
The Group registered a turnover of RM200.55 million for the financial year ended 30 April 2012, an
increase of 13.76% as compared to RM176.29 million in 2011. This was mainly due to the
improvement of demand in both the export and domestic markets.
The profit after tax increased by 22% to RM21.74 million from RM17.85 million as recorded in the
previous financial year. Similarly the Groups earnings per share increased from 22.32 sen to 27.18
sen over the same period. The higher revenue and improved cost structure had contributed to the
higher profit.
In 2011, the global economy, particularly those of the United States of America and Europe, had not
changed much. Malaysias Gross Domestic Product (GDP) grew 5.1% in 2011 down from 7.2% in
2010. Most Asian countries followed a similar pattern with lower growth rates than the previous year
notably China at below 8% from 10.4%. Despite the political and financial turmoil in many regions,
the markets in which the Group operates remained relatively stable.
Volatile commodity prices are expected to continue in the forthcoming year. Coupled with the
uncertainties in the global economy, we expect the forthcoming year to be another challenging year.
In facing these challenges, the Group will monitor the commodity prices closely and review its
business strategies to adapt to the changes in the market for the forthcoming year.
Dividend
Your Board of Directors is recommending a first and final dividend of 20 sen under the single tier
system (tax exempt) for the financial year ended 30 April 2012, for the shareholders approval at the
forthcoming Annual General Meeting to be held on 25 October 2012. If approved, the dividend will be
paid on 9 January 2013.
The Board is confident of maintaining the Groups financial performance under the prevailing
challenging business environment. The Group will strive to ensure that it continues to achieve
satisfactory results by implementing prudent measures and improving operational efficiency so as to
sustain the current margin while remaining focused on product and service quality.
Award
The Groups continuous effort to produce quality products and excellent service has been recognised
by the presentation of an Arch of Europe for Quality and Technology, in Platinum Category award
administered by Business Initiative Directions(B.I.D.) and endorsed by QC 100 Total Quality
Management Model, in June 2011.
29
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
APOLLO FOOD HOLDINGS BERHAD (291471-M)
Incorporated In Malaysia
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
Appreciation
On behalf of the Board of Directors, we wish to convey our heartfelt appreciation to our loyal
shareholders and customers for their continued support and confidence in the Group. We also would
like to express our utmost gratitude to our management team and employees for their hard work and
dedication over the past year. We look forward to your continued support as we move steadily
forward.
Lastly, I extend my sincere appreciation to my colleagues on the Board for their continued support,
guidance and insight provided as we work together to achieve our vision of making the Group one of
the leaders in this industry.
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
APOLLO FOOD HOLDINGS BERHAD (291471-M)
Incorporated In Malaysia
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
FINANCIAL STATEMENTS
PAGE NO.
DIRECTORS REPORT 32 36
STATEMENT BY DIRECTORS 37
STATUTORY DECLARATION 37
INDEPENDENT AUDITORS REPORT 38 39
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 40
COMPANY STATEMENT OF FINANCIAL POSITION 41
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 42
COMPANY STATEMENT OF CHANGES IN EQUITY 43
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 44
COMPANY STATEMENT OF COMPREHENSIVE INCOME 45
CONSOLIDATED STATEMENT OF CASH FLOW 46
COMPANY STATEMENT OF CASH FLOW 47
NOTES TO THE FINANCIAL STATEMENTS 48 99
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
32
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
APOLLO FOOD HOLDINGS BERHAD (291471-M)
Incorporated In Malaysia
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
DIRECTORS
The Directors who served since the date of the last report are:
Liang Chiang Heng
Liang Kim Poh
Ng Chet Chiang @ Ng Chat Choon
Datuk P. Venugopal A/L V.K. Menon
Abdul Rahim Bin Bunyamin
Datin Paduka Hjh. Aminah Binti Hashim
DIRECTORS INTERESTS
According to the register of Directors shareholdings, the interests of Directors in office at the end of
the financial year in the shares of the Company and its related corporations during the financial year
were as follows:
Number of ordinary shares of RM1 each in the Company
33
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
APOLLO FOOD HOLDINGS BERHAD (291471-M)
Incorporated In Malaysia
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
Liang Chiang Heng and Liang Kim Poh, by virtue of their interests in the shares of the Company, are
also deemed interested in the shares of all the subsidiaries of the Company to the extent the
Company has an interest.
Other than as disclosed above, none of the other Directors held any interest in shares in the
Company and its related corporations during the financial year.
DIRECTORS BENEFITS
During and at the end of the financial year, no arrangements subsisted to which the Company or its
subsidiaries is a party with the object of enabling the Directors to acquire benefits by means of the
acquisition of shares in or debentures of the Company or any other body corporate.
Since the end of the previous financial year, no Director has received or become entitled to receive
benefits (other than benefits included in the aggregate amount of emoluments received or due and
receivable by the Directors or the fixed salary of a full time employee of the Company as disclosed in
Note 21 to the financial statements) by reason of a contract made by the Company or a related
corporation with the Director or with a firm of which the Director is a member, or with a company in
which the Director has a substantial financial interest, except as disclosed in Note 28 to the financial
statements.
34
34
APOLLO FOOD HOLDINGS BERHADAPOLLO
(291471-M) ANNUAL REPORT 2012
FOOD HOLDINGS BERHAD (291471-M)
Incorporated In Malaysia
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
(iii) which has arisen which would render adherence to the existing methods of valuation
of assets or liabilities of the Group and of the Company misleading or inappropriate;
and
(iv) not otherwise dealt with in this report or the financial statements of the Group and of
the Company which would render any amount stated in the financial statements
misleading.
(c) At the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company which has arisen since the
end of the financial year which secures the liabilities of any other person; or
(ii) any contingent liability of the Group and of the Company which has arisen since the
end of the financial year.
(d) In the opinion of the Directors:
(i) the results of the Groups and Companys operations during the financial year were
not substantially affected by any item, transaction or event of a material and unusual
nature;
(ii) there has not arisen in the interval between the end of the financial year and the date
of this report any item, transaction or event of a material and unusual nature which is
likely to affect substantially the results of the operations of the Group and of the
Company for the financial year in which this report is made; and
(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 year which
will or may substantially affect the ability of the Group or of the Company to meet their
obligations when they fall due.
HOLDING COMPANY
The Company is a subsidiary of KEYNOTE CAPITAL SDN BHD, a company incorporated in Malaysia,
which is also regarded by the Directors as the ultimate holding company.
35
35
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In MalaysiaAPOLLO FOOD HOLDINGS BERHAD (291471-M)
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
AUDITORS
The auditors, Reanda LLKG International, have expressed their willingness to continue in office.
36
36
APOLLO FOOD HOLDINGS BERHAD
APOLLO ANNUAL
FOOD HOLDINGS
(291471-M) REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
STATEMENT BY DIRECTORS
Pursuant to Section 169 (15) of the Companies Act, 1965
We, the undersigned, being two of the Directors of APOLLO FOOD HOLDINGS BERHAD, do
hereby state that in the opinion of the Directors, the accompanying financial statements set out
on pages 40 to 99 are drawn up in accordance with the provisions of the Companies Act, 1965
and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of the
financial position of the Group and of the Company as at 30 April 2012 and of their financial
performance and cash flows for the financial year then ended.
In the opinion of the Directors, the supplementary information set out on page 99 is prepared, in
all material respects, in accordance with Guidance on Special Matter No. 1 Determination of
Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa
Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of
Accountants and the directive of Bursa Malaysia Securities Berhad.
STATUTORY DECLARATION
Pursuant to Section 169 (16) of the Companies Act, 1965
I, LIANG CHIANG HENG, the Director primarily responsible for the financial management of
APOLLO FOOD HOLDINGS BERHAD, do solemnly and sincerely declare that the
accompanying financial statements set out on pages 40 to 99 are in my opinion, correct and I
make this solemn declaration conscientiously believing the same to be true, and by virtue of the
provisions of the Statutory Declarations Act, 1960.
37
37
APOLLO FOOD HOLDINGS BERHAD (291471-M)
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
We have audited the financial statements of APOLLO FOOD HOLDINGS BERHAD, which comprise
of the statements of financial position as at 30 April 2012 of the Group and of the Company, and the
statements of comprehensive income, statements of changes in equity and statements of cash flows
of the Group and of the Company for the financial year then ended, and a summary of significant
accounting policies and other explanatory notes as set out on pages 40 to 99.
The Directors of the Company are responsible for the preparation of financial statements that give a
true and fair view in accordance with Financial Reporting Standards and the Companies Act 1965 in
Malaysia, and for such internal control as the Directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on our judgement, including the
assessment of risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, we consider internal control relevant to the entitys
preparation of financial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the Directors, as
well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
38
38
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO FOOD HOLDINGS BERHAD (291471-M) (INCORPORATED
ANNUAL REPORTIN MALAYSIA)
2012
Incorporated In Malaysia ANNUAL REPORT 2012
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial
Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the
financial position of the Group and of the Company as of 30 April 2012 and of their financial
performance and cash flows for the financial year then ended.
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the
following:
a) In our opinion, the accounting and other records and the registers required by the Act to be
kept by the Company and its subsidiaries of which we have acted as auditors have been
properly kept in accordance with the provisions of the Act.
b) We are satisfied that the accounts of the subsidiaries that have been consolidated with the
financial statements are in form and content appropriate and proper for the purposes of the
preparation of the financial statements of the Group and we have received satisfactory
information and explanations required by us for those purposes.
c) Our audit reports on the accounts of the subsidiaries did not contain any qualification or any
adverse comment made under Section 174(3) of the Act.
OTHER MATTERS
The supplementary information set out on page 99 is disclosed to meet the requirement of Bursa
Malaysia Securities Berhad and is not part of the financial statements. The Directors are responsible
for the preparation of the supplementary information in accordance with Guidance on Special Matter
No. 1 Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures
Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian
Institute of Accountants (the MIA Guidance) and the directive of Bursa Malaysia Securities Berhad. In
our opinion, the supplementary information is prepared, in all material respects, in accordance with the
MIA Guidance and the directive of Bursa Malaysia Securities Berhad.
This report is made solely to the members of the Company, as a body, in accordance with Section 174
of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to
any other person for the content of this report.
39
39
APOLLO FOOD HOLDINGS BERHADAPOLLO ANNUAL
(291471-M)FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
Current Assets
Inventories 7 17,221,363 18,866,856 14,569,823
Trade receivables 8 26,221,654 23,152,108 20,472,957
Other receivables and deposits 8 2,528,621 964,972 1,410,156
Prepayments 114,172 93,164 435,845
Tax recoverable 383,986 1,205,418 2,953,003
Cash and cash equivalents 9 56,591,062 55,350,629 62,503,691
Total current assets 103,060,858 99,633,147 102,345,475
Current Liabilities
Trade payables 14 3,703,319 4,290,539 3,144,648
Other payables and accruals 14 3,594,711 3,538,628 3,217,520
Retirement benefits obligations 12 51,673 66,743 689,563
Income tax payable 262,047 194,632 957,736
Total current liabilities 7,611,750 8,090,542 8,009,467
40
The accompanying notes form an integral part of these financial statements.
40
APOLLO
APOLLO FOOD HOLDINGS BERHAD FOOD HOLDINGS
(291471-M) ANNUALBERHAD (291471-M)
REPORT 2012
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
Current Assets
Other receivables and deposits 8 44,091 36,622
Prepayments 13,333 13,333
Amount due from subsidiaries 16 30,383,219 48,237,085
Tax recoverable 272,577 440,265
Cash and cash equivalents 9 33,380,561 19,255,401
Total current assets 64,093,781 67,982,706
Current Liabilities
Other payables and accruals 14 430,900 351,949
Total current liabilities 430,900 351,949
41
41
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
<----------Non-distributable-----------> Distributable
Share Share Revaluation Fair value Retained
Group NOTE Capital Premium Reserves Reserves Profits Total
RM RM RM RM RM RM
At 1 May 2010
As previously stated 80,000,000 4,325,454 5,453,018 - 113,397,993 203,176,465
Effect of adopting Amendments to FRS 117 - - 2,159,584 - 449,057 2,608,641
42
42
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
<----Non-distributable----> Distributable
43
43
APOLLO
APOLLO FOOD HOLDINGS BERHAD FOOD HOLDINGS
(291471-M) ANNUALBERHAD (291471-M)
REPORT 2012
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
Diluted, for profit for the year 23 Not applicable Not applicable
44
44
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
45
45
APOLLO
APOLLO FOOD HOLDINGS BERHAD FOOD HOLDINGS
(291471-M) ANNUALBERHAD (291471-M)
REPORT 2012
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
46
APOLLO
APOLLO FOOD HOLDINGS BERHAD FOOD HOLDINGS
(291471-M) ANNUALBERHAD (291471-M)
REPORT 2012
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
47
47
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
1 GENERAL INFORMATION
The principal activities of the Company are investment holding and provision of management
services to subsidiaries.
The principal activities of the subsidiaries are described in Note 15 to the financial statements.
There have been no significant changes in the nature of these activities during the financial
year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia and
is listed on the Main Market of the Bursa Malaysia Securities Berhad.
The registered office of the Company is located at Suite 1301, 13th Floor, City Plaza, Jalan
Tebrau, 80300 Johor Bahru, Johor.
The principal place of business is located at 70, Jalan Langkasuka, Larkin Industrial Area,
80350 Johor Bahru, Johor.
The financial statements of the Group and the Company have been approved by the Board of
Directors for issuance on 29 August 2012.
2 SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of Preparation of Financial Statements
(a) The financial statements of the Group and the Company have been prepared in
accordance with and comply with Financial Reporting Standards (FRS) and the
provisions of the Companies Act, 1965 in Malaysia. At the beginning of the current
financial year, the Group and the Company adopted the standards and
interpretations as fully described in Note 2.1(b).
The measurement bases applied in the preparation of the financial statements
include cost, amortised cost, recoverable value, realisable value, revalue amount
and fair value as indicated in the respective accounting policy.
The preparation of financial statements in conformity with FRS and the provisions of
the Companies Act, 1965 requires the Directors to make judgements, estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reported financial year. It
also requires Directors to exercise their judgements in the process of applying the
Companys accounting policies. Although these judgements and estimates are
based on Directors best knowledge of current events and actions, actual results
could differ from those judgements and estimates.
48
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
49
49
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
50
50
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
51
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
52
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
Upon transfer, the leasehold land use rights were revalued based on valuations
carried out by independent professional valuers to reflect market values on an open
market existing use basis. The carrying amount of these properties were adjusted to
reflect the valuation and resultant surpluses were credited to revaluation reserve.
(e) Use of Estimates and Judgements
As mentioned in Note 2.1 (a), the Directors make their estimates based on historical
experience and on various assumptions that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgements about
the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions
or conditions.
53
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
54
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
55
55
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
56
56
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
57
57
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
58
58
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
59
59
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
The Group assesses at each reporting date whether there is any objective
evidence that a financial asset or group of financial assets is impaired.
60
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
(iii) Trade and other receivables and other financial assets carried at
amortised cost
The carrying amount of the financial asset is reduced by the impairment loss
directly for all financial assets with the exception of trade receivables, where
the carrying amount is reduced through the use of an allowance account.
When a trade receivable becomes uncollectible, it is written off against the
allowance account. Bad debts are written off when identified.
61
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
Impairment losses are recognised in profit or loss except for assets that are
previously revalued where the revaluation was taken to other comprehensive
income. In this case the impairment is also recognised in other comprehensive
income up to the amount of any previous revaluation.
(h) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined using first-in, first-out as the basis and includes all costs in
bringing the inventories to their present location and condition. The cost of work in
progress and finished goods comprises raw materials, direct labour, other direct
costs and an appropriate portion of production overheads. Net realisable value is
the estimated selling price in the ordinary course of business less the estimated
cost to completion and estimated costs necessary to make the sale.
62
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
Financial liabilities, within the scope of FRS 139, are recognised in the statement
of financial position when, and only when, the Group and the Company become a
party to the contractual provisions of the financial instrument. Financial liabilities
are classified as either financial liabilities at fair value through profit or loss or other
financial liabilities.
Financial liabilities at fair value through profit or loss include financial liabilities
held for trading and financial liabilities designated upon initial recognition as at
fair value through profit or loss.
Financial liabilities held for trading include derivatives entered into by the Group
and the Company that do not meet the hedge accounting criteria. Derivative
liabilities are initially measured at fair value and subsequently stated at fair
value, with any resultant gains or losses recognised in profit or loss. Net gains
or losses on derivatives include exchange differences.
The Group and the Company have not designated any financial liabilities as at
fair value through profit or loss.
The Groups and the Companys other financial liabilities include trade
payables and other payables.
Trade and other payables are recognised initially at fair value plus directly
attributable transaction costs and subsequently measured at amortised cost
using the effective interest method.
For other financial liabilities, gains and losses are recognised in profit or loss
when the liabilities are derecognised, and through the amortisation process.
63
63
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
64
64
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
65
65
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
66
66
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
67
67
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
68
68
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
The Group operates an unfunded retirement benefits plan for its eligible Directors
and employees. The liabilities in respect of the retirement benefits are based on a
plan benefit formula. The Groups obligations under the plan are calculated using
the Projected Credit Unit Method through which the amount of benefit that
employees and Directors have earned in return for their service in the current and
prior years is estimated. That benefit is discounted in order to determine its
present value.
The discount rate is yield at the reporting date on high quality corporate bonds or
government bonds.
(q) Cash and Cash equivalents
Cash and cash equivalents comprise cash and bank balances, demand deposits,
and short-term, highly liquid investments that are readily convertible to known
amount of cash and which are subject to an insignificant risk of changes in value.
(r) Segmental Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision maker. The chief operating
decision maker, who is responsible for allocating resources and assessing
performance of the operating segments and making strategic decisions. Additional
disclosures on each of these segments are shown in Note 29.
69
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
Plant, Office
Buildings Long term Building machinery, equipment,
and Leasehold in tools and Motor furniture
Group improvements land progress equipment vehicles and fittings Renovation Total
2012 RM RM RM RM RM RM RM RM
At cost/Valuation
1 May 2011
At cost - - 2,762,302 143,594,815 2,043,900 4,047,812 2,299 152,451,128
At valuation 20,720,756 18,648,000 - - - - - 39,368,756
Representing:
At cost - - 4,208,404 149,156,451 2,043,900 4,016,355 2,299 159,427,409
At valuation 20,688,201 21,478,000 - - - - - 42,166,201
20,688,201 21,478,000 4,208,404 149,156,451 2,043,900 4,016,355 2,299 201,593,610
Accumulated depreciation
1 May 2011 1,221,044 254,953 - 69,271,589 1,725,437 2,871,152 1,957 75,346,132
Charge for the year 1,691,207 295,816 - 6,949,595 111,545 242,354 342 9,290,859
Elimination of accumulated
depreciation on revaluation (284,459) (263,935) - - - - - (548,394)
Written off - - - (464,686) - (102,909) - (567,595)
Disposals - - - (27,708) - (5,242) - (32,950)
Carrying Amount
30 April 2012
At cost - - 4,208,404 73,427,661 206,918 1,011,000 - 78,853,983
At valuation 18,060,409 21,191,166 - - - - - 39,251,575
18,060,409 21,191,166 4,208,404 73,427,661 206,918 1,011,000 - 118,105,558
70
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APOLLO FOOD HOLDINGS BERHAD (291471-M)APOLLO FOOD
ANNUAL REPORT
HOLDINGS 2012 (291471-M)
BERHAD
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
Plant, Office
Buildings Long term Building machinery, equipment,
and Leasehold in tools and Motor furniture
Group improvements Land progress equipment vehicles and fittings Renovation Total
2011 RM RM RM RM RM RM RM RM
At Cost/Valuation
1 May 2010
At cost - - - 139,850,062 1,829,138 4,014,978 2,299 145,696,477
At valuation 20,422,965 - - - - - - 20,422,965
1 May 2010 (As restated) 20,422,965 11,243,300 - 139,850,062 1,829,138 4,014,978 2,299 177,362,742
Additions 297,791 7,518,630 2,762,302 4,230,725 264,790 42,714 - 15,116,952
Elimination of accumulated
depreciation on revaluation - (113,930) - - - - - (113,930)
Written off - - - (485,972) - (9,880) - (495,852)
Disposals - - - - (50,028) - - (50,028)
30 April 2011 (As restated) 20,720,756 18,648,000 2,762,302 143,594,815 2,043,900 4,047,812 2,299 191,819,884
Representing:
At cost - - 2,762,302 143,594,815 2,043,900 4,047,812 2,299 152,451,128
At valuation 20,720,756 18,648,000 - - - - - 39,368,756
20,720,756 18,648,000 2,762,302 143,594,815 2,043,900 4,047,812 2,299 191,819,884
Accumulated depreciation
1 May 2010
As previously stated 110,322 - - 62,763,404 1,635,613 2,636,095 1,497 67,146,931
Transfer from leasehold land
use rights - 14,814 - - - - - 14,814
1 May 2010 (As restated) 110,322 14,814 - 62,763,404 1,635,613 2,636,095 1,497 67,161,745
Charge for the year (Restated) 1,110,722 354,069 - 6,993,963 139,851 244,911 460 8,843,976
Elimination of accumulated
depreciation on revaluation - (113,930) - - - - - (113,930)
Written off - - - (485,778) - (9,854) - (495,632)
Disposals - - - - (50,027) - - (50,027)
30 April 2011 1,221,044 254,953 - 69,271,589 1,725,437 2,871,152 1,957 75,346,132
Carrying Amount
30 April 2011
At cost - - 2,762,302 74,323,226 318,463 1,176,660 342 78,580,993
At valuation 19,499,712 18,393,047 - - - - - 37,892,759
19,499,712 18,393,047 2,762,302 74,323,226 318,463 1,176,660 342 116,473,752
71
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
72
72
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
4 INVESTMENT PROPERTIES
Group
2012 2011
RM RM
Cost Model
At 1 May 17,627,833 15,614,613
Effects of adopting Amendments to FRS 117 - 2,013,220
Accumulated depreciation/impairment
At 1 May
- Accumulated depreciation 2,363,363 1,308,938
- Accumulated impairment 1,099,246 1,099,246
3,462,609 2,408,184
Effects of adopting Amendments to FRS 117 - 842,042
3,462,609 3,250,226
Charge for the year (Note 20) 212,383 212,383
3,674,992 3,462,609
At 30 April
- Accumulated depreciation 2,575,746 2,363,363
- Accumulated impairment 1,099,246 1,099,246
3,674,992 3,462,609
Carrying amount
At 30 April 13,952,841 14,165,224
The Group has developed certain criteria based on FRS 140 in making judgement whether a
property qualifies as an investment property. Investment property is a property held to earn
rentals or for capital appreciation or both. In making judgement, the Group considers
whether a property generates cash flows largely independently of other assets held by the
Group. Owner occupied properties generate cash flows that are attributable not only to the
properties, but also to other assets used in the production and supply of goods and services.
Judgement is made on an individual property basis to determine whether ancillary services
are so significant that a property does not qualify as investment property.
The Directors of the Company are of the opinion that the carrying value of the investment
properties is approximately to its fair value.
73
73
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
Group
2011
2012 Restated
RM RM
Accumulated amortisation
Analysed as:
- unexpired period less than 50 years 2,399,690 2,563,532
(Short-term leasehold land)
6 AVAILABLE-FOR-SALE INVESTMENTS
Group Company
2012 2011 2012 2011
RM RM
Shares in corporation:
Quoted in Malaysia 2,834,298 898,820 2,834,298 898,820
Unquoted in Malaysia 1,000 1,000 - -
Carrying Amount 2,835,298 899,820 2,834,298 898,820
74
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
7 INVENTORIES
Group
2012 2011
At Cost RM RM
Finished goods 6,101,655 6,576,782
Work in progress 987,104 1,026,040
Raw materials 5,783,223 6,453,706
Packaging materials 4,349,381 4,810,328
17,221,363 18,866,856
Group
2012 2011
RM RM
1 - 30 days past due but not impaired 89,778 150,121
31 - 60 days past due but not impaired 2,377 9,728
61 - 90 days past due but not impaired 31,543 2,523
91 - 120 days past due but not impaired 7,082 59,264
More than 121 days past due but not impaired 146 18,756
Total 130,926 240,392
The Group has trade receivables amounting to RM130,926 (2011: RM240,392) that are past
due at the reporting date but not impaired.
The Group seeks to maintain strict control over its outstanding receivables and overdue
balances are reviewed regularly by senior management to minimise credit risk. The Group has
not provided for impairment loss on these trade receivable accounts that are past due as there
has not been a significant change in credit quality and the amounts are still considered
recoverable.
75
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
Group Company
2012 2011 2012 2011
RM RM RM
Other receivables 97,251 145,233 1,350 1,690
Deposits 2,388,017 780,255 2,150 2,150
Interest receivable from short
term deposits 43,353 39,484 40,591 32,782
2,528,621 964,972 44,091 36,622
Included in deposits for the Group is an amount of RM1,605,122 (2011: RM586,175) being deposit
paid for acquisition of plant and machinery.
9 CASH AND CASH EQUIVALENTS
Group Company
2012 2011 2012 2011
RM RM RM RM
Short-term deposits placed
with licensed
- commercial banks 35,699,717 32,721,957 33,169,597 19,034,803
- investment banks 6,230,172 4,331,115 - -
41,929,889 37,053,072 33,169,597 19,034,803
Cash and bank
balances 14,661,173 18,297,557 210,964 220,598
56,591,062 55,350,629 33,380,561 19,255,401
10 SHARE CAPITAL
2012 2011
Ordinary shares of RM1 each RM RM
AUTHORISED
As at 1 May / 30 April
100,000,000 shares (2011: 100,000,000 shares) 100,000,000 100,000,000
76
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
11 RESERVES
Group Company
2012 2011 2012 2011
RM RM RM RM
Non-distributable:
Share premium 4,325,454 4,325,454 4,325,454 4,325,454
Revaluation reserves 8,130,407 7,450,383 - -
Fair value adjustment
312,980 238,973 312,980 238,973
reserve
12,768,841 12,014,810 4,638,434 4,564,427
Distributable:
Retained profits 122,364,512 116,463,490 21,272,679 23,379,384
135,133,353 128,478,300 25,911,113 27,943,811
77
77
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
The amount recognised in the statements of financial position represents the present value
of the unfunded defined benefit obligations, analysed as follows:
2012 2011
Group RM RM
At 1 May 1,374,911 1,895,148
Recognised in profit or loss 160,992 169,193
Payments during the financial year (72,483) (689,430)
At 30 April 1,463,420 1,374,911
Analysed:-
Current liabilities 51,673 66,743
Non current liabilities: 1,411,747 1,308,168
1,463,420 1,374,911
78
78
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
13 DEFERRED TAX
Group Company
Deferred tax assets and liabilities are offset when there is legally enforceable right to set off
current tax assets against current tax liabilities and when the deferred tax relate to the same tax
authority. The following amounts, determined after appropriate offsetting, are shown in the
statements of financial position:
Group Company
2012 2011 2012 2011
RM RM RM RM
Deferred tax liabilities 16,290,795 15,894,465 10,100 2,000
Deferred tax assets (93,400) (36,000) (45,800) (38,000)
At 30 April 16,197,395 15,858,465 (35,700) (36,000)
Recognised
In other Recognised At
At comprehensive In profit or 30 April
Group 1 May 2011 income loss 2012
2012 RM RM RM RM
Property, plant and equipment 14,419,587 - 236,194 14,655,781
Others 2,000 - 8,100 10,100
Revaluation of property, plant
and equipment 2,226,671 390,183 (472,840) 2,144,014
16,648,258 390,183 (228,546) 16,809,895
Offsetting (519,100)
After offsetting 16,290,795
79
79
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
Recognised
At In profit or At
Group 1 May 2010 loss 30 April 2011
2011 RM RM RM
Property, plant and equipment 14,065,046 354,541 14,419,587
Others 28,026 (26,026) 2,000
Revaluation of property, plant and
equipment 2,283,405 (56,734) 2,226,671
16,376,477 271,781 16,648,258
Offsetting (753,793)
After offsetting 15,894,465
Group Provisions
2011 RM
At 1 May 2010 (753,495)
Recognised in profit or loss (36,298)
At 30 April 2011 (789,793)
Offsetting 753,793
After offsetting (36,000)
80
80
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
Company Provisions
2012 RM
At 1 May 2011 (38,000)
Recognised in profit or loss (7,800)
At 30 April 2012 (45,800)
Company Others
2011 RM
At 1 May 2010 28,026
Recognised in profit or loss (26,026)
At 30 April 2011 2,000
Company Provisions
2011 RM
At 1 May 2010 (34,626)
Recognised in profit or loss (3,374)
At 30 April 2011 (38,000)
81
81
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
Group Company
2012 2011 2012 2011
RM RM RM RM
Other payables 553,245 422,708 - -
Accruals 2,993,966 3,068,420 430,900 351,949
Deposit received 47,500 47,500 - -
3,594,711 3,538,628 430,900 351,949
15 INVESTMENTS IN SUBSIDIARIES
2012 2011
Company RM RM
82
82
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
17 DIVIDEND
Amount of
dividend net of tax
2012 2011
RM RM
Recognised and paid during the financial year
18 REVENUE
Group Company
2012 2011 2012 2011
RM RM RM RM
Sales of goods, net of
discounts, returns and sales
tax 200,548,462 176,291,985 - -
Dividends received from
subsidiaries - - 13,500,010 16,000,013
Management fees received
from subsidiaries - - 240,000 240,000
200,548,462 176,291,985 13,740,010 16,240,013
83
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
19 COST OF SALES
Cost of sales represents cost of inventories sold.
20 PROFIT BEFORE TAX
Group Company
2011
2012 (restated) 2012 2011
RM RM RM RM
This is stated after charging/(crediting):
Employment benefits
- Wages and salaries 15,148,882 14,401,042 236,610 224,501
- Pension costs :
- defined contribution plans 1,148,022 1,169,107 26,328 24,468
- Social security costs 168,746 170,083 2,477 2,456
- Retirement benefits 116,916 132,630 - -
- Short-term accumulating
compensated absences 7,140 26,384 - -
Property, plant and equipment:
- Depreciation 9,290,859 8,843,976 - -
- Written off 20 220 - -
- Loss/(gain) on disposal of
property, plant and
equipment 7,550 (6,999) - -
Amortisation of leasehold land
- -
use rights 163,842 163,841
Investment properties:
- Depreciation 212,383 212,383 - -
Directors remuneration
[representing key
5,384,666 5,429,950 281,000 217,000
management personnel]
(Note 21)
Foreign exchange differences:
- Realised (42,343) 1,595,421 - -
- Unrealised (121,152) 803,911 - -
Rental of premises 22,700 13,200 - -
Bad debts written off 35,945 1,013 340 -
84
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
85
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
21 DIRECTORS REMUNERATION
The members of key management personnel of the Group and of the Company comprise the
Executive Directors and Directors of subsidiary companies. Key management personnel are
defined as those persons having authority and responsibility for planning, directing, and
controlling the activities of the Group and of the Company whether directly or indirectly. Details
on the compensation for these key management personnel are disclosed as follows:
Group Company
2012 2011 2012 2011
RM RM RM RM
Directors of the Company
Executive:
- Fees 74,000 58,000 74,000 58,000
- Salaries, bonus and
3,487,089 3,655,582 10,500 10,500
allowances
- Other short-term
155,757 116,833 - -
employee benefits
- Retirement benefits 27,516 22,016 - -
- Pension costs:
- defined contribution
- -
plans 440,610 438,936
4,184,972 4,291,367 84,500 68,500
Non-executive:
- Fees 140,000 108,000 140,000 108,000
- Provision for gratuities 32,000 12,000 32,000 12,000
- Allowances 24,500 28,500 24,500 28,500
196,500 148,500 196,500 148,500
Director of Subsidiary
- Fee 17,000 9,000 - -
- Salary, bonus and
845,431 861,194 - -
allowance
- Other short-term
21,456 2,334 - -
employee benefits
- Retirement benefits 16,560 14,547 - -
- Pension costs:
- defined contribution
- -
plans 102,747 103,008
1,003,194 990,083 - -
86
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
Number of Directors
2012 2011
Executive Directors:
RM1,300,001 RM1,350,000 - 1
RM1,350,001 RM1,400,000 1 -
RM2,850,001 RM2,900,000 - -
RM2,950,001 RM3,000,000 1 1
Non-Executive Directors:
RM50,001 RM100,000 1 -
Below RM50,000 3 4
Group Company
2012 2011 2012 2011
RM RM RM RM
Income tax:
Current year 6,854,468 5,066,842 300,920 217,900
Under/(over) provision in
prior years 49,123 (579,622) 77,035 125
6,903,591 4,487,220 377,955 218,025
87
87
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
A reconciliation of income tax expense applicable to profit before tax at the statutory income tax
rate to income tax expense at the effective income tax rate of the Group and of the Company is as
follows:
Group Company
2012 2011 2012 2011
RM RM RM RM
(Over)/under provision of
deferred tax in prior years (411,249) 17,056 6,458 -
Significant judgement is made in determining the qualifying costs and non qualifying costs of the
capital expenditure and deductibility of certain expenses during the estimation of current years
tax expense. These are transactions, accounts classifications and computations for which the
ultimate tax determination is highly judgemental. When the final tax outcome of these matters is
different from the amounts that were previously estimated and recognised, such differences will
pose an impact on the tax expense and deferred tax in the year in which they are finalised.
88
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
Diluted earnings per share is not presented as there were no potential dilutive ordinary
shares.
24 HOLDING COMPANY
The holding company is Keynote Capital Sdn Bhd, a company incorporated in Malaysia,
which is also regarded by the Directors as the ultimate holding company.
25 BANKING FACILITIES (Secured)
A subsidiary was extended the following banking facilities by a local bank:
2012 2011
RM RM
Trade credit facilities 8,000,000 8,000,000
The above facilities are secured by negative pledges over all movable and immovable
properties, plant and equipment of a subsidiary and guaranteed by the Company.
The trade credit facilities of the Group bears interest at 1% (2011: 1%) above the banks
base lending rate per annum. The trade credit facilities were not utilised as at the reporting
date.
26 CONTINGENT LIABILITIES
The Company has given corporate guarantee to a bank for bank guarantee and banking
facilities extended to a subsidiary. None of the banking facilities were utilised as at the
reporting date and the outstanding bank guarantee as at the reporting date is RM883,750
(2011: RM963,500).
The value of financial guarantees provided by the Company to its subsidiary is determined
by reference to the difference in the interest rates, by comparing the actual rates charged by
the bank if these guarantees have not been available. The Directors have assessed the fair
value of these financial guarantees to have no material financial impact on the results and
the retained profits of the Company.
89
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
27 CAPITAL COMMITMENTS
Commitments for capital expenditure:
2012 2011
Group RM RM
Authorised and contracted 3,198,494 1,096,020
Authorised and not contracted 2,897,061 -
6,095,555 1,096,020
Analysed as follows:
Significant transactions with related parties other than those disclosed elsewhere in the
financial statements are as follows:
Company
2012 2011
RM RM
Subsidiaries
Management fees received 240,000 240,000
Dividend income 13,500,010 16,000,013
The Group does not have any other significant transactions with key management personnel
other than as disclosed in Note 21.
90
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
29 SEGMENTAL REPORTING
(i) Segment information is presented in respect of the Groups geographical segments. The
primary format of geographical segments is based on the Groups management and
internal reporting structures. The Groups business segment, as the Group is primarily
engaged in the manufacture of and trading in compound chocolate confectionery
products and cakes.
Management monitors the operating results of its geographical segments separately for
the purpose of making decisions about resource allocation and performance assessment.
Segment results and assets include items directly attributable to a segment as well as
those that can be allocated at a reasonable basis.
(ii) The Directors are of the opinion that all inter-segment transactions have been entered
into the normal course of business and have been established on market terms and
conditions.
(iii) Geographical segments
(a) Local
(b) Export
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
Group
2012 2011
RM RM
Export 21,040,483 16,545,007
Local 5,406,577 4,417,751
Depreciation Foreign
and Interest Rental Exchange
amortisation income income Differences
Group-2012 RM RM RM RM
Group-2011 RM RM RM RM
Export 8,936,412 (358,756) (20,700) 2,399,332
Local 283,788 (121,901) (300,000) -
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
Total assets for reportable segments are reconciled to the total assets as follows:
Total assets
2012 2011
RM RM
Export 145,609,041 144,529,030
Local 18,339,224 16,527,223
163,948,265 161,056,253
Total liabilities for reportable segments are reconciled to the total liabilities as
follows:
Total liabilities
2012 2011
RM RM
Export 8,011,989 8,556,815
Local 318,561 295,314
8,330,550 8,852,129
Purchase of
property, plant
and equipment
Group-2012 RM
Export 9,703,331
Local -
Group-2011 RM
Export 15,080,162
Local 36,790
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
30 FINANCIAL INSTRUMENTS
Financial Risk Management Objectives and Policies
The Group and the Company are exposed to financial risks arising from their operations and
the use of financial instruments. The key financial risks include credit risk, liquidity risk,
interest rate risk and market price risk.
The Board of Directors reviews and agrees on policies and procedures for the management
of these risks. The Audit Committee provides independent oversight to the effectiveness of
the risk management process.
The following sections provide details regarding the Group's and the Company's exposure to
the abovementioned financial risks and the objectives, policies and processes for the
management of these risks.
Credit Risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a
counterparty default on its obligations. At the reporting date, the Groups and the Companys
exposure to credit risk arises primarily from trade and other receivables. For other financial
assets (including investments in equity instruments and cash and bank balances), the Group
and the Company minimise credit risk by dealing exclusively with high credit rating
counterparties.
Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit
approvals, limits and monitoring procedures. Credit evaluations are performed on customers
requiring credit exceeding a certain amount and by limiting the Groups business
associations to parties with high credit worthiness. Trade receivables are monitored on an
ongoing basis to ensure that the Group is exposed to minimal credit risk.
At the reporting date, the Group's and the Company's maximum exposure to credit risk is
represented by the carrying amount of each class of financial assets recognised in the
statements of financial position.
Approximately 14% (2011: 12%) of the Groups trade and other receivables were due from a
customer.
94
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
95
95
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
2012 2011
RM/United States Dollar (USD) exchange rate +/- 5.00% +/- 15.00%
Impact on profit net of tax (RM) 539,700 2,163,987
RM/Singapore Dollar (SGD) exchange rate +/- 5.00% +/- 5.00%
Impact on profit net of tax (RM) 420 619
Interest rate risk is the risk that the fair value or future cash flows of the Group's and the
Company's financial instruments will fluctuate because of changes in market interest rates.
The Groups and the Companys exposure to market risk for changes in interest rates is
related primarily to the Groups and the Companys cash deposits placed with licensed
commercial banks and investment banks and the Group and the Company had no interest
bearing debts at the reporting date.
The Groups and the Companys income and operating cash flows are substantially
independent of changes in market interest rate. The investment in financial assets are
mainly short-term in nature and are not held for speculative purposes but are placed in fixed
deposits and money market funds.
The exposure of financial assets of the Group and the Company to interest rate risk is as
follows:
Effective
interest rate
Group Company At the
RM RM reporting date
Financial assets
Short term deposits with licensed banks
and licensed commercial banks and
investment banks (maturity within 1 year) 41,929,889 33,169,597 1.38% - 3.35%
96
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
At the reporting date, if interest rates had been 30 basis points higher/lower, with all other
variables held constant, the Group's and the Company's profit net of tax would have been
RM86,488 and RM74,632 higher/lower respectively, arising mainly as a result of
higher/lower interest income from placements of fund in short term deposits and fixed
deposits.
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations
due to shortage of funds. The Groups exposure to liquidity risk arises primarily from
mismatches of the maturities of financial assets and liabilities.
The Group actively manages its debt maturity profile, operating cash flows and the
availability of funding so as to ensure that all commitments and funding needs are met.
As part of its overall prudent liquidity management, it is the Group policy to ensure its future
cash obligations by forecasting its cash commitments and maintaining sufficient level of
cash and cash equivalents to meet its working capital requirements.
The table below summarises the maturity profile of the Groups liabilities at the reporting
date based on contractual undiscounted repayment obligations.
Group
2012 2011
RM RM
Market Risk
Market price risk is the risk that the fair value or future cash flows of the Groups financial
instruments will fluctuate because of changes in market prices (other than interest or
exchange rates).
97
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APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012
The Group and Company is exposed to equity securities price risk arising from investments
in quoted equity comprising mainly quoted shares listed on Bursa Malaysia Securities
Berhad held by the Group and Company that are classified as available-for-sale
investments. The risk of loss in value is minimised by performing proper investment decision
and continuously monitoring the performance of investments held and assessing market risk
relevant to which the investment operate. The Group and the Company manage the
investment with a view to optimising returns on realisation. The management considers that
the changes in the Bursa Malaysia equity index will not have any material impact on the
Groups and Companys fair value adjustment reserve.
Fair Values
The carrying amounts of cash and cash equivalents, trade and other receivables/payables
approximate fair values due to the relatively short term maturity of these financial
instruments.
The fair value of quoted investments is based on Level 1 valuation, that is, based on the
quoted prices in active markets for identical assets and liabilities.
31 CAPITAL MANAGEMENT
The Groups objectives of managing capital are to safeguard the Groups ability to continue
in operations as a going concern in order to provide fair returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital. In order to maintain the optimal capital structure, the Group may, from time to
time, adjust the dividend payout to shareholders, return capital to shareholders and issue
new shares, where necessary. For capital management purposes, the Group considers
shareholders equity and total liabilities to be the key components in the Groups capital
structure. The Group monitors capital on the basis of the gearing ratio. The ratio is
calculated as the total liabilities to total equity. Total equity is the sum of total equity
attributable to shareholders.
The gearing ratio as at 30 April 2012 and 2011, which are within the Groups objectives for
capital management, are as follows:
2012 2011
RM RM
98
98
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
Group Company
2012 2012
RM RM
The disclosure of realised and unrealised profits/(losses) above is solely for compliance with the
directive issued by the Bursa Malaysia Securities Berhad and should not be used for any other
purpose.
99
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
ANALYSIS OF SHAREHOLDINGS
AS AT 5 SEPTEMBER 2012
Note :
*1
By virtue of their interest in Keynote Capital Sdn Bhd.
Note :
*1
By virtue of their interest in the shares held by Keynote Capital Sdn Bhd
*2
By virtue of the shares held by his spouse
100
100
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
101
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
D) Distribution of shareholdings
Holdings No. of Holders Total Holdings Percentage
(%)
Less than 100 47 585 0.00
100 to 1,000 593 525,700 0.66
1,001 to 10,000 1,893 7,099,700 8.88
10,001 to 100,000 270 7,090,400 8.86
100,001 to less than 5% of issued shares 23 8,163,200 10.20
5% and above of issued shares 2 57,120,415 71.40
Total 2,828 80,000,000 100.00
102
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
LIST OF PROPERTIES
AS AT 30 APRIL 2012
103
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
Total 55,599
*Date of valuation
104
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia
FORM OF PROXY
CDS ACCOUNT NO. NO. OF SHARES HELD
105