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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012

Incorporated In Malaysia

CONTENTS

Page No.

NOTICE OF ANNUAL GENERAL MEETING AND CLOSURE OF


2
BOOKS

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING 5

GROUP STRUCTURE 6

FINANCIAL HIGHLIGHTS 7

CORPORATE INFORMATION 8

STATEMENT ON CORPORATE GOVERNANCE 9

DIRECTORS RESPONSIBILITY STATEMENT 16

AUDIT COMMITTEES REPORT 17

STATEMENT OF INTERNAL CONTROL 25

DIRECTORS PROFILE 27

CHAIRMANS STATEMENT 29

FINANCIAL STATEMENTS 31

ANALYSIS OF SHAREHOLDINGS 100

LIST OF PROPERTIES 103

FORM OF PROXY 105

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTICE OF ANNUAL GENERAL MEETING


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NOTICE IS HEREBY GIVEN that the 18 Annual General Meeting of Apollo Food Holdings Berhad
nd
(Co No 291471-M) will be held at Mutiara Hotel Johor Bahru, Sri Ledang, 2 Floor, Jalan Dato
Sulaiman, Taman Century, 80990 Johor Bahru, Johor Darul Takzim on Thursday, 25 October 2012 at
10.00 a.m. for the following purposes:-

1. 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

By Order of the Board

Woo Min Fong (MAICSA 0532413)


Yap Wai Bing (MAICSA 7023640)
Company Secretaries
Johor Bahru
3 October 2012

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTICE OF ANNUAL GENERAL MEETING (Continued)

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.
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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:

(a) Ordinary Business

Explanatory Note 1

Agenda 1 is meant for discussion only as the provision of Section 169(1) of the Companies
Act, 1965 and the Articles of Association of the Company does not require a formal approval
of the Shareholders. Hence, this Agenda is not put forward for voting.

(b) Special Business

Ordinary Resolution:-

Resolution 6 Authority to Allot and Issue Shares Pursuant to Section 132D of the
Companies Act, 1965
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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

NOTICE OF ANNUAL GENERAL MEETING (Continued)

Explanatory Notes: (Continued)

(b) Special Business (continued)

Ordinary Resolution:- (continued)

The Ordinary Resolution 6 proposed in the Agenda 6 is a renewal of the general mandate for
issuance of shares by the Company under Section 132D of the Act. The Ordinary Resolution
6, if passed, will empower the Directors of the Company to allot and issue shares in the
Company up to an amount not exceeding in total ten per centum (10%) of the issued share
capital of the Company for such purposes as the Directors consider in the best interest of the
Company. This authority, unless revoked or varied by the Company at a general meeting, will
expire at the next AGM. The renewal of this mandate will provide flexibility to the Company
for any possible fund raising activities, including but not limited to further placing of shares,
for purpose of funding future investment, working capital and/or acquisitions.

At this junction, there is no decision to issue new shares. If there should be a decision to
issue new shares after the general mandate is sought, the Company will make an
announcement in respect of the purpose and utilisation of proceeds arising from such issue.

CLOSURE OF BOOKS
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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
Incorporated In Malaysia

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

Name of Directors standing for re-election:

1. Mr. Liang Kim Poh (Executive Director)


2. En. Abdul Rahim Bin Bunyamin (Independent Non- Executive Director)

Profile of Directors standing for re-election


Please refer to the section on Profile of Directors on pages 27 to 28 of the Annual Report
2012.
Details of attendance of Directors at Board Meetings:
Please refer to the Statement of Corporate Governance on pages 9 to 15 of the Annual
Report 2012.
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Eighteenth (18 ) Annual General Meeting of Apollo Food Holdings Berhad:
Place : Mutiara Hotel Johor Bahru
nd
Sri Ledang, 2 Floor,
Jalan Dato Sulaiman,
Taman Century,
80990 Johor Bahru, Johor.

Date and Time : 25 October 2012 at 10.00am

Securities holdings in the Company and its subsidiaries by the directors standing for
re-election.

The shareholdings as at 5 September 2012 of the directors standing for re-election:-

Ordinary shares of RM 1.00 each


Name of Directors Direct Interest Deemed Interest
No % No %
*1
Mr. Liang Kim Poh 225,000 0.28 41,048,415 51.31
En. Abdul Rahim Bin Bunyamin 15,000 0.02 - -

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

APOLLO FOOD HOLDINGS BERHAD


(291471-M)

Apollo Food Industries Hap Huat Food


(M) Sdn Bhd Industries Sdn Bhd
(189274-V) (29228-W)

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

Financial results (RM'000)


Turnover 200,548 176,292 159,531 175,337 181,144
Profit Before Tax 28,594 22,577 32,248 25,442 24,364
Profit After Tax 21,741 17,854 24,677 20,918 20,975
Profit Attributable to Members 21,741 17,854 24,677 20,918 20,975
Dividends 16,000 15,400 12,000 9,000 14,680

Financed by (RM'000)

Shareholders' Funds 215,133 208,478 205,785 188,962 177,044


Net Assets 215,133 208,478 205,785 188,962 177,044

Statistics

Earnings Per Share (Sen) 27.18 22.32 30.85 26.15 26.22


Gross Dividend Per Share (Sen) 20.00 25.00 20.00 15.00 25.00
Net Assets Per Share (RM) 2.69 2.61 2.57 2.36 2.21

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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

PRINCIPAL PLACE OF BUSINESS


70, Jalan Langkasuka, Larkin Industrial Area,
80350 Johor Bahru, Johor.
Tel: 07-2365096 / 2365097
Fax: 07-2374748
E-mail: apollof@apollofood.com.my

SHARE REGISTRAR
TRICOR INVESTOR SERVICES SDN BHD (118401 V)
Level 17, The Gardens North Tower,
Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur, Malaysia
Tel: 03-22643895
Fax: 03-22821886
Email: is.enquiry@my.tricorglobal.com

AUDITORS
REANDA LLKG INTERNATIONAL(AF 1082)
Suite 9-6, Level 9,
Wisma UOA II, Jalan Pinang,
50450 Kulal Lumpur, Malaysia
Tel: 03-21662303
Fax: 03-21668303

PRINCIPAL BANKERS
AmBank Berhad
AmInvestment Services Berhad
OCBC Bank (Malaysia) Berhad
RHB Bank Berhad
Malayan Banking Berhad

STOCK EXCHANGE LISTING


Main Market of the Bursa Malaysia Securities Berhad

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

STATEMENT OF CORPORATE GOVERNANCE

The Board recognises the importance of good governance to support the Groups continued growth
and success. It is committed to continuously improving and enhancing the Groups procedures from
time to time to ensure that the principles and best practices in corporate governance recommended in
the Malaysian Code on Corporate Governance (the Code) are applied within the group to protect
and enhance its shareholders value.

Set out below is a statement on the extent of the Groups application of the principles of the Code and
compliance with the best practices provisions:

Board Balance and Composition

The Board currently consists of six (6) Directors:

Two (2) Executive Directors (including the Executive Chairman cum Managing Director)
One (1) Non- Independent Non-Executive Director
Three (3) Independent Non-Executive Directors

The Board comprises an appropriate balance of Directors with diverse experience and expertise
required for the effective stewardship of the Group and independence in decision making at Board
level. The Board is headed by an Executive Chairman who is also the Managing Director responsible
for implementing decisions of the Board. The Board is mindful of the convergence of the two roles,
but is comfortable that there is no undue risk involved as all related party transactions are strictly
dealt with in accordance with the listing requirements and with independent consultants to advise
other Board members and shareholders. Further to this, sufficient number of Independent Directors
will be maintained which will meet the requirements of Bursa Securities in relation to one-third
Independent Directors. A brief profile of each Director is presented on pages 27 and 28.

More than one-third of the Board are Independent Non-Executive Directors thereby bringing
objective, independent judgement to the decision making process. As and when conflict of interest
arises, the Director concerned would declare his interest and abstain from the decision-making
process.

The Board retains full and effective control of the Group. This includes responsibility for determining
the Groups overall strategic direction, development and control. Key matters, such as approval of
annual and quarterly results, acquisitions and disposals of assets, as well as material agreements,
major capital expenditures, budgets, long range plans and succession planning for top management
are reserved for the Board.

Board Meetings

The Board normally meet 4 times a year with additional meetings convened as and when necessary.
During the year ended 30 April 2012, the Board met 4 times, where it deliberated upon and
considered a variety of matters including the Groups financial results, major investments, strategic
decisions and the direction of the Group.
In the periods between the Board Meetings, Board approvals were sought via circular resolutions,
which were attached with sufficient information required to make informed decision.

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

STATEMENT OF CORPORATE GOVERNANCE (Continued)

Details of Board members attendance at Board meetings are as follows:

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

STATEMENT OF CORPORATE GOVERNANCE (Continued)

Directors Training (Continued)


Name Courses Attended
Datuk P. Venugopal A/L V.K.Menon Key Amendments to Listing Requirements 2011
Corporate Disclosure and Corporate Governance
Blueprint 2011
Related Party Transactions What Directors and
Investors Need To Know
Abdul Rahim Bin Bunyamin Key Amendments to Listing Requirements 2011
Corporate Disclosure and Corporate Governance
Blueprint 2011
Malaysia Investor Relations Association Berhad
Workshop
Datin Paduka Hjh. Aminah Binti Hashim Key Amendments to Listing Requirements 2011
Corporate Disclosure and Corporate Governance
Blueprint 2011
All Directors will continue to attend relevant seminars and programmes as a continuous process as
recommended by Bursa Malaysia Securities Berhad.

Appointment & Re-election of Directors

The identification and appointment of new Directors undergoes a process led by the Nomination
Committee. There is a familiarisation programme in place for new Directors, which included visit to
the factory, meeting with the senior management as appropriate, to facilitate their understanding of
the Companys business and operations.

In accordance with the Companys Articles of Association, nearest to one third (1/3) of the Directors,
including the Managing Director, shall retire from office at every Annual General Meeting but shall be
eligible for re-election provided always that each Director shall retire at least once every three years.
Directors who are appointed by the Board during the financial year are subject to re-election by the
shareholders at the next Annual General Meeting held following their appointments. Director(s) over
seventy years of age are required to submit himself/themselves for re-appointment annually in
accordance with Section 129(6) of the Companies Act, 1965.

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

STATEMENT OF CORPORATE GOVERNANCE (Continued)


Remuneration Committee
The Remuneration Committee was established on 29 June 2000 with clear terms of reference. It
comprises three Independent Non-Executive Directors, one Non-Independent Non-Executive Director
and one Executive Chairman cum Managing Director and its composition is as follows:-
Chairman
Ng Chet Chiang @ Ng Chat Choon Independent Non-Executive Director
Members
Liang Chiang Heng Executive Chairman cum Managing Director
Datuk P. Venugopal A/L V.K Menon Non-Independent Non-Executive Director
Abdul Rahim Bin Bunyamin Independent Non-Executive Director
Datin Paduka Hjh. Aminah Binti Hashim Independent Non-Executive Director
The Committee meets at least once a year. The Remuneration Committee reviews and makes
recommendations to the Board as to the remuneration and other entitlements of the Executive
Directors to ensure that they are rewarded appropriately for their contribution to the Groups growth
and profitability. Remuneration of Non-Executive Directors is linked to their level of responsibilities.
The Executive Directors play no part in the deliberations and decisions on their remuneration. The
remuneration and entitlements of Non-Executive Directors are decided by the Board with the Director
concerned abstaining from deliberations and voting on decisions in respect of his remuneration.
The Directors fees are subject to shareholders approval at the Annual General Meeting.
Aggregate remuneration of the Directors categorised into appropriate components for the financial
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year ended 30 April 2012 are as follows:

Executive Directors Non-Executive Directors


RM RM
Salaries, bonus and allowances 3,487,089 24,500
Other emoluments 183,273 32,000
Pension defined contribution plans 440,610 -
Fees 74,000 140,000
TOTAL 4,184,972 196,500

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
Incorporated In Malaysia

STATEMENT OF CORPORATE GOVERNANCE (Continued)


Nomination Committee
The Nomination Committee was established on 23 March 2000 with clear defined terms of reference.
It comprises three Independent Non-Executive Directors and one Non-Independent Non-Executive
Director and its composition is as follows:

Chairman
Ng Chet Chiang @ Ng Chat Choon Independent Non-Executive Director
Members
Datuk P. Venugopal A/L V.K Menon Non-Independent Non-Executive Director
Abdul Rahim Bin Bunyamin Independent Non-Executive Director
Datin Paduka Hjh. Aminah Binti Hashim Independent Non-Executive Director
The Committee is responsible for making recommendations to the Board on appointment of all new
members to the Board and Committees of the Board and it provides a formal and transparent
procedure for such appointments. The Committee will review at least once a year the performance of
the individual Directors, Board and Board Committees as well as the required mix of skills and
experience of the Directors on the Board in determining the appropriate balance and size of
Executive and Non-Executive participation.
The Nomination Committee met once during the financial year, attended by all its members.

Audit Committee
The composition of membership and the terms of reference of the Audit Committee and other
pertinent information about the Audit Committee and its activities are highlighted in the Audit
Committee Report set out on Pages 17 and 24 of the Annual Report.

ACCOUNTABILITY AND AUDIT


Financial Reporting
In presenting the annual financial statements and quarterly announcement of results to shareholders,
the Directors take responsibility to present a balanced and accurate assessment of the Groups
position and prospects. The Audit Committee assists the Board in scrutinising the information for
disclosure to ensure accuracy and transparency.

State of Internal Controls


The Board acknowledges its responsibility of maintaining a good system of internal controls covering
not only financial controls but also operational and compliance controls as well as risk assessments.
The internal control system is designed to meet the Groups particular needs and to manage and
minimise the risks to which it is exposed. This system is designed to manage rather than eliminate
the risk of failure to achieve business objectives and can only provide reasonable, and not absolute,
assurance against material misstatement, fraud or loss. Ongoing reviews are continuously being
carried out to ensure the effectiveness, adequacy and integrity of the systems of internal controls in
safeguarding the Groups assets and therefore shareholders investment in the Group.
The internal auditors report independently to the Audit Committee. The Statement of Internal Control
is set out on Page 25 and 26 of the Annual Report.

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

STATEMENT OF CORPORATE GOVERNANCE (Continued)

Relationship with external auditors


The role of the Audit Committee in relation to the external auditors is described in the Audit
Committee Report. The Company has always maintained a close and transparent relationship with its
auditors in seeking professional advice and ensuring compliance with the accounting standards in
Malaysia.

Shareholders Relations
The Company maintains a regular policy of disseminating information that is material for
shareholders attention through announcements and release of financial results on a quarterly basis,
which provide the shareholders and the investing public with an overview of the Groups performance
and operations.
At the Annual General Meeting of the Company, the Directors welcome the opportunity to gather the
views of shareholders. Notices of each meeting are issued on a timely manner to all, and in the case
of special business, a statement explaining the effect of the proposed resolutions is provided. Upon
request, the Directors will also meet up with institutional investors, press and investment analysts to
explain to them the Groups operations so as to give them a better understanding of the Groups
business.
While conducting interviews, the Board takes necessary precautions to ensure that price sensitive
and information regarded as material undisclosed information about the Group is not revealed until
after the prescribed announcement has been made to Bursa Securities.

Corporate social responsibility

The Group is committed to be a successful and responsible corporate citizen by not just delivering
quality products and services and generating attractive returns to our customers and shareholders,
we also recognise that it is our corporate social responsibility to ensure that we conduct our business
in an ethical, professional and socially responsible manner. As we strive to achieve this aim, we
recognise our responsibility to our employees, business associates and community within which we
conduct our business as well as the environment we operate in.
Recognising its employees as an important asset to the Group, it has always ulfil ured to safeguard
the welfare of its employees. Occupational Safety and Health Programme have been established to
provide a safe and healthy workplace and environment for the employees and visitors. Employees
are also provided with the necessary training on an ongoing basis to further enhance their skills and
knowledge. This includes participation in various job related training organised by external parties.
On community welfare, the Group has from time to time donated cash and sponsored company
products to various organisations, associations and schools for them to carry out their various
activities.
The Group adheres strictly to all applicable environmental laws and regulations. Production process
are being constantly monitored and upgraded to ensure compliance with any changes in the
environmental laws and regulations. Operation and office resources are been utilised without much
wastage and recycling are being encouraged at all times. The Group is committed to seek continuous
improvements in its operations to minimise any negative impact on the environment.

Compliance with the Code

The Group has complied substantially with the principles and best practices in Corporate Governance
as provided by the Malaysia Code of Corporate Governance with the exception of identification of a
senior Independent Director and the composition of the Audit Committee. The Board is of the view
that all Directors should shoulder the responsibility collectively.

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

STATEMENT OF CORPORATE GOVERNANCE (Continued)

ADDITIONAL COMPLIANCE INFORMATION

In compliance with the Bursa Securities Listing Requirements, the following additional information is
provided:-

(a) Recurrent Related Party Transactions (RRPT)


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

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

DIRECTORS RESPONSIBILITY STATEMENT

The Directors are required by the Companies Act, 1965 (the Act) to prepare financial statements for
each financial year which have been made out in accordance with the applicable Financial Reporting
Standards in Malaysia and to give a true and fair view of the state of affairs of the Group and of the
Company at the end of the financial year and of the results and cash flows of the Group and of the
Company for the financial year.

During the preparation of the financial statements for the financial year ended 30 April 2012 the
Directors have ensured that:

The Group and the Company have used appropriate accounting policies which are consistently
applied;

Reasonable judgements and estimates that are prudent and reasonable have been made;

All applicable Financial Reporting Standards in Malaysia have been followed;

The accounting and other records required by the Act are properly kept and disclosed with
reasonable accuracy on the financial position of the Group and of the Company which enable them to
ensure that the financial statements comply with the Act.

The Directors have general responsibilities for taking such steps that are reasonably available to
them to safeguard the assets of the Group and of the Company, and to prevent and detect fraud and
other irregularities and material misstatements. Such systems, by their nature, can only provide
reasonable and not absolute assurance against material misstatement, loss and fraud.

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
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AUDIT COMMITTEES REPORT

The Audit Committee (Committee) adopted the revised terms of reference on 27 March 2008 as set
out on page 17 to 24 of the annual report.

COMPOSITION OF MEMBERS
For the financial year ended 30 April 2012, the Committee comprised the following members:-

Chairman
Mr Ng Chet Chiang @ Ng Chat Choon (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

The objectives of the Audit Committee are as follows:

(1) To provide assistance to the Board in fulfilling its fiduciary responsibilities relating to
corporate accounting and reporting practices for the Company;

(2) To maintain, through regularly scheduled meetings, a direct line of communication between
the Board and the external auditors as well as the internal auditors;

(3) To avail to the external and internal auditors a private and confidential audience at any time
they desire and to request such audience through the Chairman of the Committee, with or
without the prior knowledge of Management;

(4) To act upon the Boards request to investigate and report on any issue of concern with regard
to the management of the Company; and

(5) To ensure compliance with any such changes / amendments / updates / insertions of the
listing requirements and any other applicable laws and regulations, arising thereof from time
to time.

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
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AUDIT COMMITTEES REPORT (Continued)

TERMS OF REFERENCE (Continued)


Composition

The Audit Committee shall be appointed by the Board from amongst their members and shall consist
of not less than three (3) members. All the audit committee members must be non-executive directors
with a majority of them being Independent Directors.

At least one member of the Audit Committee:

(i) must be a member of the Malaysian Institute of Accountants (MIA); or

(ii) he must have at least 3 years working experience and:

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.

No alternate directors shall be appointed as a member of the Committee.

The members of the Committee shall among them elect a Chairman from whom shall be an
Independent Director.

The terms of office and the performance of each member shall be reviewed at least once every three
years.

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
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AUDIT COMMITTEES REPORT (Continued)

TERMS OF REFERENCE (Continued)


Meetings

The Committee shall meet at least four (4) times a year and as many times as the Committee
deems necessary.

The quorum for a meeting shall be two (2) members, and only if only two members present both
of them must be Independent Directors. If the number of members present for the meeting is
more than two (2), the majority of members present must be Independent Directors.

The Company Secretary shall be the Secretary to the Audit Committee.


The Group Accountant will normally attend the meetings to brief and highlight to the Committee
on the Group performance through the quarterly financial reports and any significant control
issues / concerns. Other Board members and employees may attend meetings upon the invitation
of the Committee. The presence of the external auditors will be by invitation as and when
required.

Minutes of each meeting shall be kept by the Secretary as evidence that the Committee had
discharged its functions. The Chairman of the Committee will report to the Board after each Audit
Committee meeting. The approved minutes of Audit Committee meetings are forwarded to Board
members for information.
In the absence of the Chairman of the Committee, members present shall elect a Chairman for
the meeting from amongst the Independent Directors.

A committee member shall be deemed to be present at a meeting of the Committee if he


participates by instantaneous telecommunication device and all members of the Committee
participating in the meeting of the Committee are able to hear each other and recognize each
others voice, and for this purpose, participation constitutes prima facie proof of recognition. For
the purposes of recording attendance, the Chairman or Secretary of the Committee shall mark on
the attendance sheet that the committee member was present and participating by instantaneous
telecommunication device.

A committee member may not leave the meeting by disconnecting his instantaneous
telecommunication device unless he has previously obtained the express consent of the
Chairman of the meeting and a committee member will be conclusively presumed to have been
present and to have formed part of the quorum at all times during the committee meeting by
instantaneous telecommunication device unless he has previously obtained the express consent
of the Chairman of the committee meeting to leave the meeting.

Minutes of the proceedings at a committee meeting by instantaneous telecommunication device


will be sufficient evidence of such proceedings and of the observance of all necessary formalities
if certified as correct minutes by the Chairman of the committee meeting. Instantaneous
telecommunication device means any telecommunication conferencing device with or without
visual capacity.

A resolution in writing signed or approved by a majority of the Committee and who are sufficient to
form a quorum shall be as valid and effectual as if it had been passed at a meeting of the
Committee duly called and constituted.

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
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AUDIT COMMITTEES REPORT (Continued)

TERMS OF REFERENCE (Continued)


Authority

The Committee shall, in accordance with a procedure to be determined by the Board and at the
cost of the Company:-

1. have explicit authority to investigate any matters of the Company and its subsidiaries, within
its terms of reference, where it deems necessary, investigate any matter referred to it or
that it has come across in respect of a transaction that raises questions of management
integrity, possible conflict of interest, or abuse by a significant or controlling shareholder;

2. have resources which are required to perform its duties;

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;

4. (i) have direct communication channels with the external auditors;


(ii) have direct authority over the internal audit function of which is independent from
management and operations;

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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IN MALAYSIA)
Incorporated In Malaysia ANNUAL REPORT 2012

AUDIT COMMITTEES REPORT (Continued)

TERMS OF REFERENCE (Continued)


Functions and Duties

1. (i) To consider and recommend the appointment of the external auditors, the audit fee, and
any questions of resignation or dismissal, and inquire into the staffing and competence of
the external auditors in performing their work and assistance given by the Companys
officers to the external auditors.

(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:-

any changes in accounting policies and practice;


major judgmental areas;
significant adjustments resulting from the audit;
any significant transactions which are not a normal part of the Groups business;
the going concern assumptions;
compliance with the accounting standards;
compliance with stock exchange and legal requirements;
assess the quality and effectiveness of the internal control system and the efficiency of
the Company operations;
the quality and effectiveness of the entire accounting and internal control systems; and
the adequacy the disclosure of information essential to a fair and full presentation of the
financial affairs of the Group.

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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Incorporated In Malaysia ANNUAL REPORT 2012

AUDIT COMMITTEES REPORT (Continued)

TERMS OF REFERENCE (Continued)


Functions and Duties (Continued)

6. For the internal audit function, to:-

(a) Review the adequacy of the competency of the internal audit function including the
scope and resources of the internal audit functions and ensuring that the internal
auditors have the necessary authority to carry out their work;

(b) Review internal audit program;

(c) Ensure co-ordination of external audit with internal audit;

(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;

(e) If the internal audit function is outsourced:-

` To consider and recommend the appointment or termination of the internal auditors,


the fee and inquire into the staffing and competence of the internal auditors in
performing their work.

(f) If the internal audit function is performed in-house, to

(i) To review any appraisal or assessment of the performance of the staff of the
internal audit function;

(ii) To approve any appointment or termination of senior staff member of the


internal audit function; and

(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.

7. To review the external auditors management letter and managements response.

22
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IN MALAYSIA)
Incorporated In Malaysia ANNUAL REPORT 2012

AUDIT COMMITTEES REPORT (Continued)

TERMS OF REFERENCE (Continued)


Functions and Duties (Continued)

8. To consider:-

any related party transactions that may arise within the Company or the Group and to
ensure that Directors report such transactions annually to shareholders via the
annual report; and

in respect of the recurrent related party transactions of revenue or trading nature


which are subject of a shareholders mandate, prescribe guidelines and review
procedures to ascertain that such transactions are in compliance with the terms of
the shareholders mandate.

9. To report to Bursa Malaysia Securities Berhad (Bursa) on matters reported by it to the


Board that has not been satisfactorily resolved resulting in a breach of the Listing
Requirements of Bursa.

ACTIVITIES OF THE COMMITTEE


During the financial year ended 30 April 2012, the Committee met four times. The
attendance of each Committee member is as follows:

Total Number of Number of


meetings held meetings
during the year attended by
Directors
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

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Incorporated In Malaysia ANNUAL REPORT 2012

AUDIT COMMITTEES REPORT (Continued)

ACTIVITIES OF THE COMMITTEE (Continued)


The summary of the activities of the Audit Committee in the discharge of its duties and
responsibilities for the financial year under review included the following:-

i. Reviewed the external auditors scope of work and audit plan for the year;

ii. Reviewed and recommended to the Board the re-appointment of external auditors and the
audit fee thereof;

iii. Reviewed the Corporate Governance Statement and Statement on Internal Control prior to
the Boards approval for inclusion in the Companys annual report;

iv. Reviewed the draft audited financial statements prior to submission to the Board for their
consideration and approval;

v. Reviewed the Groups unaudited quarterly reports and announcements before recommending
them for the Boards consideration and approval;

vi. Met with the external auditors without the presence of any executive board members and
management personnel;

vii. Reviewed internal audit plan, internal audit reports with recommendations by the internal
auditors, managements response and follow-up actions taken by the management;

viii. Reported to and updated the Board on significant issues and concerns discussed during the
Committee and where appropriate made the necessary recommendations to the Board; and

ix. Discussed any other matters raised during the meeting.

INTERNAL AUDIT FUNCTION

The role of the internal audit function is to assist the Audit Committee and the Board of Directors
in monitoring and managing risks and internal controls of the Group. A systematic and disciplined
approach will be used to evaluate and improve the effectiveness of risk management, operational
and internal controls, and compliance with laws and regulations.

The Groups internal audit function is outsourced to a professional service provider firm to assist
the Committee in discharging its duties and responsibilities more effectively. The expenses
incurred for internal audit amounted to RM 38,979 for the year ended 30 April 2012.

The Groups Statement on Internal Control is set out on page 25 and 26 of the Annual Report to
provide an overview on the state of internal control.

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IN MALAYSIA)
Incorporated In Malaysia ANNUAL REPORT 2012

STATEMENT OF INTERNAL CONTROL

Introduction

The Malaysian Code on Corporate Governance (Revised 2007) requires listed companies to
maintain a sound system on risk management and internal control in order to safeguard
shareholders investments and the Groups assets.

Pursuant to paragraph 15.26(b) of the Bursa Malaysia Securities Berhads Main Market Listing
Requirements and as guided by the Statement on Internal Control: Guidance for Directors of
Public Listed Companies (the Guidance), the Board of Directors (the Board) of Apollo Food
Holdings Berhad is pleased to present the following statement on internal controls which outlines
the nature and scope of the internal controls of the Group during the financial year ended 30 April
2012.

Board Responsibility

The Board recognises the importance of a sound system of internal control, which includes the
establishment and maintenance of an appropriate control environment and framework, and review
of its adequacy and integrity to ensure that the Groups assets and shareholders interests are
safeguarded.

However, due to the inherent limitations of internal control systems, it should be noted that the
controls established are designed to manage rather than eliminate the risks that may hinder the
achievement of the Groups business objectives. Hence, such system of internal control
established can only provide reasonable and not absolute assurance against material
misstatement, fraud or losses.

Risk Management Framework

The Boards primary objective and direction in managing the Groups principal business risks are
to enhance the Groups ability to achieve its business objectives. The 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

Internal Audit Function

The Group outsourced its internal audit function to a professional service provider firm to review
the adequacy and effectiveness of the internal control systems and to monitor the compliance of
established policies and procedures. Periodical internal audit reviews were carried out based on
the Internal Audit Plan approved by the Audit Committee. Based on the results of the reviews,
action plans were co-developed with Management to further enhance the systems of internal
control of the Group. Thereafter, the internal audit review reports are presented directly to the
Audit Committee.

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ANNUAL REPORT2012
2012
Incorporated In Malaysia

STATEMENT OF INTERNAL CONTROL (Continued)

Other Elements of Internal Control

The following key processes have been established in reviewing the adequacy and integrity of the
Groups system of internal controls:

A defined organisation structure with clear lines of responsibility to facilitate hierarchical reporting,
proper segregation of duties and delegation of authority.

Financial results are reviewed quarterly by the Board and Audit Committee

Operational manual procedures are communicated to the staff members and compliance checks
are carried out by the internal auditors as well as ISO auditors.

Close involvement by the Executive Directors and Heads of Department on operational,


corporate, financial and key management issues

To support the effective operation of the systems of internal control, efforts are made to ensure
that key personnel are equipped with necessary technical knowledge and updates.

A financial reporting system to ensure timely generation of financial information for management
review. This includes, amongst others, the monitoring of results against budget, with major
variances being followed up and management actions taken, where necessary.

An ISO 22000:2005 certification by SGS Yarsley International Certification Services for certain
business activities of the Group.

An Occupational Safety and Health Committee to review safety and health issues for the Group.

Documentation of the Groups key processes in the Operational 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.

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APOLLO FOOD HOLDINGS BERHAD (291471-M)
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ANNUAL REPORT 2012
Incorporated In Malaysia

DIRECTORS PROFILE

Liang Chiang Heng (62 years of age Singaporean)

Non-Independent and Executive Director. Has been with the Apollo Group since 1979 and appointed
as Managing Director on 20 March 1996 as the Executive chairman as well on 21 July 1998. The
Groups business has grown and expanded within the short period of time under his leadership. He
was awarded an Honorary PhD in Business Administration from the Wisconsin International
University. He also sits on the Board of several private companies. He is also a member of the
Remuneration Committee.

Liang Kim Poh (51 years of age Singaporean)

Non-Independent and Executive Director. Initially appointed as an alternate director on 20 March


1996 and subsequently to the Board on 21 July 1998. Presently, he serves as the Sales Director of
the Group and also sits on the Board of several private companies.

Ng Chet Chiang @ Ng Chat Choon (63 years of age Malaysian)

Independent and Non-Executive Director. Appointed to the Board on 20 March 1996. A licensed
company secretary, he started his career as a tax officer with the Inland Revenue Board before
setting up his own tax and secretarial practices in 1982. He is an associate member of Malaysian
Institute of Taxation. Appointed as Chairman of the Audit Committee on 9 May 1996. Member of the
Remuneration and Nomination Committees and also sits on the Board of several private companies.
He is also the elected central council member for the Associated Chinese Chamber of Commerce
(ACCCIM), Malaysia and he is currently the chairperson of the ICT committee of ACCCIM.

Datuk P.Venugopal A/L V.K. Menon (69 years of age Malaysian)

Non-Independent and Non-Executive Director. Graduated with a BA (Hons.) from the University of
Malaya and a Masters in Public Administration from Harvard University. Appointed to the Board on 12
October 1998. He was an officer of the Malaysian Administrative and Diplomatic Service from 1965 to
1998 and served in the Ministry of Agriculture, the National Unity Board, the General Planning Unit,
and MAMPU in the PMs Department and the Ministry of Health. Subsequently he worked as the
CEO of the National Cancer Council from 1998 to 2003 and as the Chief Executive of a regulatory
body in the private sector appointed by the Govt. to monitor the performance of privatised contractors
in providing support services to all Govt. hospitals from 2003 to 2009. He is currently an appointed
member of the Malaysian Institute of Integrity. Datuk is a Member of the Audit, Remuneration and
Nomination Committees. Does not hold any other directorships.

27

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IN MALAYSIA)
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DIRECTORS PROFILE (Continued)

Abdul Rahim Bin Bunyamin (59 years of age Malaysian)

Independent and Non-Executive Director. Fellow Member of The Association of Chartered Certified
Accountants, UK (ACCA). Appointed to the Board on 14 December 2001. He has extensive corporate
finance experience having been attached with a reputable merchant bank and several public listed
companies. Member of the Audit, Remuneration and Nomination Committees. He also sits on the
Board of Winitex Corporation Bhd.

Datin Paduka Hjh. Aminah Binti Hashim (64 years of age Malaysian)

Independent and Non-Executive Director. Graduated with Bachelor of Arts (Economics) from
University of Malaya. Appointed to the Board on 31 October 2006. Datin served in various Johor
State Government Department, namely, The Johor State Secretary Office, Batu Pahat Land Office,
Batu Pahat Local Council Office, Johor State Treasury Office, Johor State Islamic Development
Corporation and Johor Lands and Mines Office from 1972 to 2003. She held different positions, her
last post being the Director of Lands and Mines, Johor Lands and Mines Office. She is also a
member of Puspanita Johor and Mawar Johor. Member of the Audit, Remuneration and Nomination
Committees. She also sits on the Board of a private company.

OTHER INFORMATION

a) 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.

Operations Review and Prospects


Continuous improvement on our production planning, stringent quality control and investment on
newer and modern production machineries are the pre-requisites for our Group to remain competitive
in this very challenging market environment. We will therefore continue to focus our efforts in this
direction on improving our overall performance. Our long term strategies shall include the seeking of
new business opportunities and diversifying our revenue streams. We shall continue to train our
employees to improve their operational, marketing, management and industrial skills to enhance our
competitiveness in this industry.

The Board is confident of maintaining the Groups financial performance under the prevailing
challenging business environment. The Group will strive to ensure that it continues to achieve
satisfactory results by implementing prudent measures and improving operational efficiency so as to
sustain the current margin while remaining focused on product and service quality.

Award

The Groups continuous effort to produce quality products and excellent service has been recognised
by the presentation of an Arch of Europe for Quality and Technology, in Platinum Category award
administered by Business Initiative Directions(B.I.D.) and endorsed by QC 100 Total Quality
Management Model, in June 2011.
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ANNUAL REPORT 2012

CHAIRMANS STATEMENT (Continued)

Appreciation
On behalf of the Board of Directors, we wish to convey our heartfelt appreciation to our loyal
shareholders and customers for their continued support and confidence in the Group. We also would
like to express our utmost gratitude to our management team and employees for their hard work and
dedication over the past year. We look forward to your continued support as we move steadily
forward.
Lastly, I extend my sincere appreciation to my colleagues on the Board for their continued support,
guidance and insight provided as we work together to achieve our vision of making the Group one of
the leaders in this industry.

LIANG CHIANG HENG


Executive Chairman
29 August 2012

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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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ANNUAL REPORT 2012

DIRECTORS REPORT (Continued)

ISSUE OF SHARES AND DEBENTURES


The Company did not issue any shares or debentures during the financial year.

DIRECTORS
The Directors who served since the date of the last report are:
Liang Chiang Heng
Liang Kim Poh
Ng Chet Chiang @ Ng Chat Choon
Datuk P. Venugopal A/L V.K. Menon
Abdul Rahim Bin Bunyamin
Datin Paduka Hjh. Aminah Binti Hashim

DIRECTORS INTERESTS
According to the register of Directors shareholdings, the interests of Directors in office at the end of
the financial year in the shares of the Company and its related corporations during the financial year
were as follows:
Number of ordinary shares of RM1 each in the Company

1 May 2011 Acquired Disposed 30 Apr 2012


Shareholdings in the name of the
Directors:
Liang Chiang Heng 220,000 - - 220,000
Liang Kim Poh 225,000 - - 225,000
Ng Chet Chiang @ Ng Chat Choon 20,000 - - 20,000
Datuk P.Venugopal A/L V.K. Menon 25,000 - - 25,000
Abdul Rahim Bin Bunyamin 15,000 - - 15,000

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ANNUAL REPORT 2012

DIRECTORS REPORT (Continued)

DIRECTORS INTERESTS (Continued)

Number of ordinary shares of RM1 each in the Company


1 May 2011 Acquired Disposed 30 Apr 2012
Shareholdings in which the Directors
are deemed to have an interest:
Liang Chiang Heng *41,048,415 - - *41,048,415
Liang Kim Poh *41,048,415 - - *41,048,415
Datuk P.Venugopal A/L V.K. Menon **10,000 - - **10,000

* By virtue of the shares held by Keynote Capital Sdn Bhd


** By virtue of the shares held by their spouses
Number of ordinary shares of RM1 each in Keynote Capital Sdn Bhd
1 May 2011 Acquired Disposed 30 Apr 2012
Shareholdings in the name of the
Directors:
Liang Chiang Heng 270,350 - - 270,350
Liang Kim Poh 232,506 - - 232,506

Liang Chiang Heng and Liang Kim Poh, by virtue of their interests in the shares of the Company, are
also deemed interested in the shares of all the subsidiaries of the Company to the extent the
Company has an interest.
Other than as disclosed above, none of the other Directors held any interest in shares in the
Company and its related corporations during the financial year.

DIRECTORS BENEFITS
During and at the end of the financial year, no arrangements subsisted to which the Company or its
subsidiaries is a party with the object of enabling the Directors to acquire benefits by means of the
acquisition of shares in or debentures of the Company or any other body corporate.
Since the end of the previous financial year, no Director has received or become entitled to receive
benefits (other than benefits included in the aggregate amount of emoluments received or due and
receivable by the Directors or the fixed salary of a full time employee of the Company as disclosed in
Note 21 to the financial statements) by reason of a contract made by the Company or a related
corporation with the Director or with a firm of which the Director is a member, or with a company in
which the Director has a substantial financial interest, except as disclosed in Note 28 to the financial
statements.

34

34
APOLLO FOOD HOLDINGS BERHADAPOLLO
(291471-M) ANNUAL REPORT 2012
FOOD HOLDINGS BERHAD (291471-M)
Incorporated In Malaysia
(INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

DIRECTORS REPORT (Continued)

OTHER STATUTORY INFORMATION


(a) Before the statements of comprehensive income and statements of financial position of the
Group and of the Company were made out, the Directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts
and the making of provision for doubtful debts and satisfied themselves that all known
bad debts had been written off and no provision for doubtful debts was necessary; and
(ii) to ensure that any current assets which were unlikely to realise their book values in
the ordinary course of business had been written down to an amount which they might
be expected so to realise.
(b) At the date of this report, the Directors are not aware of any circumstances which would
render:
(i) the amount written off for bad debts in the financial statements of the Group and of the
Company inadequate to any substantial extent or to make any provision for doubtful
debts in respect of the financial statements of the Group and of the Company;
(ii) the values attributed to the current assets in the financial statements of the Group and
of the Company misleading;

(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

DIRECTORS REPORT (Continued)

AUDITORS
The auditors, Reanda LLKG International, have expressed their willingness to continue in office.

Signed on behalf of the Board


in accordance with a resolution of the Directors

LIANG CHIANG HENG LIANG KIM POH


Johor Bahru
29 August 2012

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.

Signed on behalf of the Board


in accordance with a resolution of the Directors

LIANG CHIANG HENG LIANG KIM POH


Johor Bahru
29 August 2012

STATUTORY DECLARATION
Pursuant to Section 169 (16) of the Companies Act, 1965
I, LIANG CHIANG HENG, the Director primarily responsible for the financial management of
APOLLO FOOD HOLDINGS BERHAD, do solemnly and sincerely declare that the
accompanying financial statements set out on pages 40 to 99 are in my opinion, correct and I
make this solemn declaration conscientiously believing the same to be true, and by virtue of the
provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by )


the above-named LIANG CHIANG HENG )
at Johor Bahru in the State of Johor )
on 29 August 2012 ) LIANG CHIANG HENG
Before me:

Commissioner for Oaths.

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

INDEPENDENT AUDITORS REPORT


TO THE MEMEBERS OF APOLLO FOOD HOLIDNGS BERHAD

REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of APOLLO FOOD HOLDINGS BERHAD, which comprise
of the statements of financial position as at 30 April 2012 of the Group and of the Company, and the
statements of comprehensive income, statements of changes in equity and statements of cash flows
of the Group and of the Company for the financial year then ended, and a summary of significant
accounting policies and other explanatory notes as set out on pages 40 to 99.

Directors Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements that give a
true and fair view in accordance with Financial Reporting Standards and the Companies Act 1965 in
Malaysia, and for such internal control as the Directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on our judgement, including the
assessment of risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, we consider 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

REANDA LLKG INTERNATIONAL (AF1082) (Continuation Sheet)

INDEPENDENT AUDITORS REPORT


TO THE MEMEBERS OF APOLLO FOOD HOLIDNGS BERHAD

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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the
following:

a) In our opinion, the accounting and other records and the registers required by the Act to be
kept by the Company and its subsidiaries of which we have acted as auditors have been
properly kept in accordance with the provisions of the Act.

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.

REANDA LLKG INTERNATIONAL KOONG LIN LOONG


AF 1082 1824/04/13 (J)
CHARTERED ACCOUNTANTS PARTNER
Kuala Lumpur
29 August 2012

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION


30 APRIL 2012
2011 As at 1.5.10
NOTE 2012 (restated) (restated)
RM RM RM
ASSETS
Non Current Assets
Property, plant and equipment 3 118,105,558 116,473,752 110,200,997
Investment properties 4 13,952,841 14,165,224 14,377,607
Leasehold land use rights 5 2,399,690 2,563,532 2,727,373
Available-for-sale investments 6 2,835,298 899,820 971,688
Deferred tax assets 13 93,400 36,000 6,600

Total non current assets 137,386,787 134,138,328 128,284,265

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

TOTAL ASSETS 240,447,645 233,771,475 230,629,740

EQUITY AND LIABILITIES


Shareholders' Equity
Equity attributable to owners
of the parent
Share capital 10 80,000,000 80,000,000 80,000,000
Reserves 11 135,133,353 128,478,300 125,785,106
Total equity 215,133,353 208,478,300 205,785,106

Non Current Liabilities


Retirement benefits obligations 12 1,411,747 1,308,168 1,205,585
Deferred tax liabilities 13 16,290,795 15,894,465 15,629,582
Total non current liabilities 17,702,542 17,202,633 16,835,167

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

Total liabilities 25,314,292 25,293,175 24,844,634

TOTAL EQUITY AND LIABILITIES 240,447,645 233,771,475 230,629,740

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

COMPANY STATEMENT OF FINANCIAL POSITION


30 APRIL 2012
NOTE 2012 2011
RM RM
ASSETS
Non Current Assets
Investments in subsidiaries 15 39,378,234 39,378,234
Available-for-sale investments 6 2,834,298 898,820
Deferred tax assets 13 35,700 36,000
Total non current assets 42,248,232 40,313,054

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

TOTAL ASSETS 106,342,013 108,295,760

EQUITY AND LIABILITIES


Shareholders' Equity
Equity attributable to owners
of the Company
Share capital 10 80,000,000 80,000,000
Reserves 11 25,911,113 27,943,811
Total equity 105,911,113 107,943,811

Current Liabilities
Other payables and accruals 14 430,900 351,949
Total current liabilities 430,900 351,949

TOTAL EQUITY AND LIABILITIES 106,342,013 108,295,760

41

The accompanying notes form an integral part of these financial statements.

41
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


FINANCIAL YEAR ENDED 30 APRIL 2012

<----------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 2011 80,000,000 4,325,454 7,450,383 238,973 116,463,490 208,478,300


Total comprehensive income for the year - - 839,721 74,007 21,741,325 22,655,053
Transfer to retained profits
Realisation of revaluation
reserve upon depreciation - - (159,697) - 159,697 -
Transactions with owners
Dividend paid 17 - - - - (16,000,000) (16,000,000)

At 30 April 2012 80,000,000 4,325,454


- 8,130,407 312,980 122,364,512 215,133,353

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

As restated 80,000,000 4,325,454 7,612,602 - 113,847,050 205,785,106


Effect of adopting FRS 139 - - - 252,432 - 252,432

80,000,000 4,325,454 7,612,602 252,432 113,847,050 206,037,538


Total comprehensive income for the year - - - (13,459) 17,854,221 17,840,762
Transfer to retained profits
Realisation of revaluation
reserve upon depreciation - - (162,219) - 162,219 -
Transactions with owners
Dividend paid 17 - - - - (15,400,000) (15,400,000)

At 30 April 2011 80,000,000 4,325,454 7,450,383 238,973 116,463,490 208,478,300

42

The accompanying notes form an integral part of these financial statements.

42
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


FINANCIAL YEAR ENDED 30 APRIL 2012

<----Non-distributable----> Distributable

Share Share Fair value Retained


Company NOTE Capital Premium reserve Profits Total
RM RM RM RM RM

At 1 May 2011 80,000,000 4,325,454 238,973 23,379,384 107,943,811


Total comprehensive income for the year - - 74,007 13,893,295 13,967,302
Transactions with owners
Dividend paid 17 - - - (16,000,000) (16,000,000)

At 30 April 2012 80,000,000 4,325,454 312,980 21,272,679 105,911,113

At 1 May 2010 80,000,000 4,325,454 - 22,285,335 106,610,789


Effect of adopting FRS 139 - - 252,432 - 252,432

80,000,000 4,325,454 252,432 22,285,335 106,863,221

Total comprehensive income for the year - - (13,459) 16,494,049 16,480,590


Transactions with owners
Dividend paid 17 - - - (15,400,000) (15,400,000)

At 30 April 2011 80,000,000 4,325,454 238,973 23,379,384 107,943,811

43

The accompanying notes form an integral part of these financial statements.

43
APOLLO
APOLLO FOOD HOLDINGS BERHAD FOOD HOLDINGS
(291471-M) ANNUALBERHAD (291471-M)
REPORT 2012
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


FINANCIAL YEAR ENDED 30 APRIL 2012
NOTE 2012 2011
RM RM

REVENUE 18 200,548,462 176,291,985

COST OF SALES 19 (155,455,466) (136,036,306)

GROSS PROFIT 45,092,996 40,255,679

OTHER INCOME 2,870,847 2,228,062

ADMINISTRATIVE EXPENSES (11,013,658) (11,335,988)

SELLING AND DISTRIBUTION EXPENSES (8,356,522) (6,171,497)

OTHER OPERATING EXPENSES - (2,399,332)

PROFIT BEFORE TAX 20 28,593,663 22,576,924

INCOME TAX EXPENSE 22 (6,852,338) (4,722,703)

PROFIT FOR THE YEAR 21,741,325 17,854,221


OTHER COMPREHENSIVE INCOME/(LOSS)
Fair value gain on available-for-sale investments 288,431 203,551
Reclassification to profit or loss upon disposal (214,424) (217,010)
74,007 (13,459)

Revaluation of property, plant and equipment 1,229,904 -


Attributable deferred tax (390,183) -
Revaluation of property, plant and equipment, net of deferred tax 839,721 -
OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR 913,728 (13,459)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR 22,655,053 17,840,762

PROFIT FOR THE YEAR ATTRIBUTABLE TO


OWNERS OF THE PARENT 21,741,325 17,854,221

TOTAL COMPREHENSIVE INCOME FOR THE YEAR


ATTRIBUTABLE TO OWNERS OF THE PARENT 22,655,053 17,840,762

EARNINGS PER SHARE ATTRIBUTABLE


TO OWNERS OF THE PARENT (sen) :
Basic, for profit for the year 23 27.18 22.32

Diluted, for profit for the year 23 Not applicable Not applicable

Dividend per share (Sen) 17 20.00 25.00

44

The accompanying notes form an integral part of these financial statements.

44
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

COMPANY STATEMENT OF COMPREHENSIVE INCOME


FINANCIAL YEAR ENDED 30 APRIL 2012

NOTE 2012 2011


RM RM

REVENUE 18 13,740,010 16,240,013

OTHER INCOME 1,255,784 1,063,552

ADMINISTRATIVE EXPENSES (724,244) (620,891)

PROFIT BEFORE TAX 20 14,271,550 16,682,674

INCOME TAX EXPENSE 22 (378,255) (188,625)

PROFIT FOR THE YEAR 13,893,295 16,494,049

OTHER COMPREHENSIVE INCOME/(LOSS)


Fair value gain on available-for-sale investments 288,431 203,551
Reclassification to profit or loss upon disposal (214,424) (217,010)

OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR 74,007 (13,459)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR 13,967,302 16,480,590

PROFIT FOR THE YEAR ATTRIBUTABLE TO


OWNERS OF THE COMPANY 13,893,295 16,494,049

TOTAL COMPREHENSIVE INCOME FOR THE YEAR


ATTRIBUTABLE TO OWNERS OF THE COMPANY 13,967,302 16,480,590

45

The accompanying notes form an integral part of these financial statements.

45
APOLLO
APOLLO FOOD HOLDINGS BERHAD FOOD HOLDINGS
(291471-M) ANNUALBERHAD (291471-M)
REPORT 2012
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

CONSOLIDATED STATEMENT OF CASH FLOW


FINANCIAL YEAR ENDED 30 APRIL 2012
2011
NOTE 2012 (restated)
RM RM
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 28,593,663 22,576,924
Adjustments for:
Depreciation of property, plant and equipment 9,290,859 8,843,976
Depreciation of investment properties 212,383 212,383
Amortisation of leasehold land use rights 163,842 163,841
Unrealised (gain)/loss on foreign currency translations (121,152) 803,911
Provision for retirement benefits 160,992 169,193
Property, plant and equipment written off 20 220
Inventories written off 219,398 111,947
Bad debts written off 35,945 1,013
Gain on disposal of available-for-sale investments (214,424) (217,010)
Interest income (1,579,998) (1,304,210)
Rental income from investment properties (314,400) (320,700)
Dividend income (106,881) (23,364)
Loss/(gain) on disposal of property, plant and equipment 7,550 (6,999)

Operating cash flows before working capital changes 36,347,797 31,011,125


Changes in working capital
Inventories 1,426,095 (4,408,980)
Receivables (4,648,627) (2,021,999)
Payables (531,137) 1,466,999
Cash flows from operations 32,594,128 26,047,145
Interest received 1,591,745 1,385,662
Income taxes refunded - 2,078,032
Income taxes paid (6,014,744) (5,580,438)
Payment of retirement benefits 12 (72,483) (689,430)

Net cash flows from operating activities 28,098,646 23,240,971


CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of available-for-sale investments (2,454,906) -
Proceeds from disposal of available-for-sale investments 807,859 527,851
Rental received from investment properties 314,400 320,700
Dividends received 106,881 23,031
Purchase of property, plant and equipment 3 (9,703,331) (15,116,952)
Proceeds from disposal of property, plant and equipment 3,000 7,000

Net cash used in investing activities (10,926,097) (14,238,370)

CASH FLOWS FROM FINANCING ACTIVITIES


Dividend paid 17 (16,000,000) (15,400,000)
Net cash used in financing activities (16,000,000) (15,400,000)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 1,172,549 (6,397,399)


Currency translation differences 67,884 (755,663)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 55,350,629 62,503,691

CASH AND CASH EQUIVALENTS AT END OF YEAR 9 56,591,062 55,350,629

46 part of these financial statements.


The accompanying notes form an integral

46
APOLLO
APOLLO FOOD HOLDINGS BERHAD FOOD HOLDINGS
(291471-M) ANNUALBERHAD (291471-M)
REPORT 2012
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

COMPANY STATEMENT OF CASH FLOW


FINANCIAL YEAR ENDED 30 APRIL 2012

NOTE 2012 2011


RM RM

CASH FLOWS FROM OPERATING ACTIVITIES


Profit before tax 14,271,550 16,682,674
Adjustments for:
Bad debt written off 340 -
Dividend income (13,606,456) (16,023,002)
Gain on disposal of available-for-sale investments (214,424) (217,010)
Interest income (934,914) (823,553)

Operating cash flows before working capital changes (483,904) (380,891)


Changes in working capital
Receivables (15,617) -
Payables 78,951 18,463

Cash flows from operations (420,570) (362,428)


Income taxes paid (210,267) (632,129)
Interest received 942,722 902,875

Net cash flows from/(used in) operating activities 311,885 (91,682)

CASH FLOWS FROM INVESTING ACTIVITIES


Purchase of available-for-sale investments (2,454,906) -
Proceeds from disposal of available-for-sale investments 807,859 527,851
Dividends received 13,606,456 16,022,669
Net repayment from/(advances to) subsidiaries 17,853,866 (16,468,593)

Net cash flows from investing activities 29,813,275 81,927

CASH FLOWS FROM FINANCING ACTIVITIES


Dividend paid 17 (16,000,000) (15,400,000)

Net cash flows used in financing activities (16,000,000) (15,400,000)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 14,125,160 (15,409,755)


CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 19,255,401 34,665,156

CASH AND CASH EQUIVALENTS AT END OF YEAR 9 33,380,561 19,255,401

47

The accompanying notes form an integral part of these financial statements.

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

NOTE TO FINANCIAL STATEMENTS


30 APRIL 2012

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

48

48
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.1 Basis of Preparation of Financial Statements (Continued)
(a) The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements are disclosed
in Note 2.1(e).
(b) Changes in Accounting Policies
The accounting policies adopted are consistent with those of the previous financial
year except as follows:
On 1 May 2011, the Group and the Company adopted the following standards and
interpretations which are applicable and relevant to the operations of the Group and
the Company:
Effective for financial periods beginning on or after 1 July 2010
FRS 1 First time Adoption of Financial Reporting
Standards
FRS 3 Business Combinations (Revised)
Amendments to FRS 127 Consolidated and Separate Financial
Statements
Amendments to FRS 138 Intangible Assets
Amendments to IC Reassessment of Embedded Derivatives
Interpretation 9
IC Interpretation 17 Distributions of Non-cash Assets to Owners

Effective for financial periods beginning on or after 1 January 2011


Amendments to FRS 1 Limited Exemption from Comparative FRS 7
Disclosures for First time Adopters
Additional Exemption for First time
Adopters
Amendments to FRS 7 Improving Disclosures about Financial
Instruments
IC Interpretation 4 Determining Whether an Arrangement
contains a Lease
IC Interpretation 18 Transfers of Assets from Customers

Improvements to FRSs issued in 2010

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

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


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

50

50
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


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

51

51
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


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

52

52
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.1 Basis of Preparation of Financial Statements (Continued)
(d) Transfer of accounts (Continued)
As
Consolidated Statement of Previously Effects of As
Cash Flow Stated Reclassification Restated
Financial year ended 30 April 2011 RM RM RM
Depreciation of property, plant
and equipment 8,724,462 119,514 8,843,976
Amortisation of leasehold land
use rights 283,355 (119,514) 163,841

Upon transfer, the leasehold land use rights were revalued based on valuations
carried out by independent professional valuers to reflect market values on an open
market existing use basis. The carrying amount of these properties were adjusted to
reflect the valuation and resultant surpluses were credited to revaluation reserve.
(e) Use of Estimates and Judgements
As mentioned in Note 2.1 (a), the Directors make their estimates based on historical
experience and on various assumptions that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgements about
the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions
or conditions.

The estimates and underlying assumptions are reviewed on an ongoing basis.


Revisions to accounting estimates are recognised in the period in which the estimate
is revised and in any future periods affected.

Information about significant areas of estimation uncertainty and critical judgements


in applying accounting policies that have the most significant effect on the amount
recognised in the financial statements are described in the following notes:

(i) Critical judgement made in applying accounting policies

Note 4 - Classification of investment properties

(ii) Areas of estimation uncertainty

Note 3 - Depreciation of property, plant and equipment


Note 22 - Income tax expense

53

53
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


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

54

54
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


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

55

55
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.2 Summary of Significant Accounting Policies (Continued)
(b) Property, Plant and Equipment (Continued)
Leasehold land is depreciated on a straight-line basis over the period of the
respective leases whilst depreciation of other property, plant and equipment is
computed using the straight-line basis so as to write off their depreciable amounts
over their estimated useful lives. The principal annual rates of depreciation used
are:

Buildings and improvement 2% - 20%


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

56

56
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.2 Summary of Significant Accounting Policies (Continued)
(d) Leasehold land use rights
Leasehold land that normally has a finite economic life and title which is not
expected to pass to the lessee by the end of the lease term is treated as an
operating lease. The payment made on entering into or acquiring a leasehold land
is accounted as leasehold land use rights (referred to as prepaid lease payments
in FRS 117, Leases) that are amortised over the lease term in accordance with
the pattern of benefits provided.
The Group has adopted the amendment made to FRS 117, Lease in 2011 in
relation to the classification of lease of land. Leasehold land which in substance is
a finance lease has been reclassified as property, plant and equipment and
accounted as such retrospectively.
Leasehold land use rights are amortised over the lease term in accordance with
the pattern of benefits provided.
(e) Financial assets
Financial assets are recognised in the statement of financial position when, and
only when, the Group and the Company become a party to the contractual
provisions of the financial instrument.
When financial assets are recognised initially, they are measured at fair value
plus, in the case of financial assets not at fair value through profit or loss, directly
attributable transaction costs.
The Group and the Company determine the classification of their financial assets
at initial recognition, and the categories include financial assets at fair value
through profit or loss, loans and receivables, held-to-maturity investments and
available-for-sale financial assets.

(i) Financial assets at fair value through profit or loss


Financial assets are classified as financial assets at fair value through profit or
loss if they are held for trading or are designated as such upon initial
recognition. Financial assets held for trading are derivatives (including
separated embedded derivatives) or financial assets acquired principally for the
purpose of selling in the near term.
Subsequent to initial recognition, financial assets at fair value through profit or
loss are measured at fair value. Any gains or losses arising from changes in fair
value are recognised in profit or loss. Net gains or net losses on financial
assets at fair value through profit or loss do not include exchange differences,
interest and dividend income. Exchange differences, interest and dividend
income on financial assets at fair value through profit or loss are recognised
separately in profit or loss as part of other losses or other income.

57

57
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


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

58

58
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.2 Summary of Significant Accounting Policies (Continued)
(e) Financial assets (Continued)
(iv) Available-for-sale financial assets
Available-for-sale financial assets are financial assets that are designated as
available for sale or are not classified in any of the three preceding categories.
After initial recognition, available-for-sale financial assets are measured at fair
value. Any gains or losses from changes in fair value of the financial assets
are recognised in other comprehensive income, except that impairment
losses, foreign exchange gains and losses on monetary instruments and
interest calculated using the effective interest method are recognised in profit
or loss. The cumulative gain or loss previously recognised in other
comprehensive income is reclassified from equity to profit or loss as a
reclassification adjustment when the financial asset is derecognised. Interest
income calculated using the effective interest method is recognised in profit or
loss. Dividends on an available-for-sale equity instrument are recognised in
profit or loss when the Group and the Companys right to receive payment is
established.

Investments in equity instruments whose fair value cannot be reliably


measured are measured at cost less impairment loss.

Available-for-sale financial assets are classified as non-current assets unless


they are expected to be realised within 12 months after the reporting date.

A financial asset is derecognised when the contractual right to receive cash


flows from the asset has expired. On derecognition of a financial asset in its
entirety, the difference between the carrying amount and the sum of the
consideration received and any cumulative gain or loss that had been
recognised in other comprehensive income is recognised in profit or loss.

Regular way purchases or sales are purchases or sales of financial assets


that require delivery of assets within the period generally established by
regulation or convention in the marketplace concerned. All regular way
purchases and sales of financial assets are recognised or derecognised on
the trade date i.e., the date that the Group and the Company commit to
purchase or sell the asset.

59

59
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.2 Summary of Significant Accounting Policies (Continued)
(f) Impairment of financial assets

The Group assesses at each reporting date whether there is any objective
evidence that a financial asset or group of financial assets is impaired.

(i) Available-for-sale financial assets

Significant or prolonged decline in fair value below cost, significant financial


difficulties of the issuer or obligor, and the disappearance of an active trading
market are considerations to determine whether there is objective evidence
that investment securities classified as available-for-sale financial assets are
impaired.

If an available-for-sale financial asset is impaired, an amount comprising the


difference between its cost (net of any principal payment and amortisation)
and its current fair value, less any impairment loss previously recognised in
profit or loss, is transferred from equity to profit or loss.

Impairment losses on available-for-sale equity investments are not reversed in


profit or loss in the subsequent periods. Increase in fair value, if any,
subsequent to impairment loss is recognised in other comprehensive income.
For available-for-sale debt investments, impairment losses are subsequently
reversed in profit or loss if an increase in the fair value of the investment can
be objectively related to an event occurring after the recognition of the
impairment loss in profit or loss.

(ii) Unquoted equity securities carried at cost

If there is objective evidence (such as significant adverse changes in the


business environment where the issuer operates, probability of insolvency or
significant financial difficulties of the issuer) that an impairment loss on
financial assets carried at cost has been incurred, the amount of the loss is
measured as the difference between the assets carrying amount and the
present value of estimated future cash flows discounted at the current market
rate of return for a similar financial asset. Such impairment losses are not
reversed in subsequent periods.

60

60
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.2 Summary of Significant Accounting Policies (Continued)
(f) Impairment of financial assets (Continued)

(iii) Trade and other receivables and other financial assets carried at
amortised cost

To determine whether there is objective evidence that an impairment loss on


financial assets has been incurred, the Group and the Company consider
factors such as the probability of insolvency or significant financial difficulties
of the debtor and default or significant delay in payments. For certain
categories of financial assets, such as trade receivables, assets that are
assessed not to be impaired individually are subsequently assessed for
impairment on a collective basis based on similar risk characteristics.
Objective evidence of impairment for a portfolio of receivables could include
the Groups and the Companys past experience of collecting payments, an
increase in the number of delayed payments in the portfolio past the average
credit period and observable changes in national or local economic
conditions that correlate with default on receivables.

If any such evidence exists, the amount of impairment loss is measured as


the difference between the assets carrying amount and the present value of
estimated future cash flows discounted at the financial assets original
effective interest rate. The impairment loss is recognised in profit or loss.

The carrying amount of the financial asset is reduced by the impairment loss
directly for all financial assets with the exception of trade receivables, where
the carrying amount is reduced through the use of an allowance account.
When a trade receivable becomes uncollectible, it is written off against the
allowance account. Bad debts are written off when identified.

If in a subsequent period, the amount of the impairment loss decreases and


the decrease can be related objectively to an event occurring after the
impairment was recognised, the previously recognised impairment loss is
reversed to the extent that the carrying amount of the asset does not exceed
its amortised cost at the reversal date. The amount of reversal is recognised
in profit or loss.
(g) Impairment of Non Financial Assets
At each reporting date, the Group reviews the carrying amounts of its non financial
assets (excluding inventories and deferred tax assets) to determine whether there
is any indication of impairment by comparing its carrying amount with its
recoverable amount. Recoverable amount is the higher of an assets fair value
less costs to sell and its value in use. For the purpose of assessing impairment,
assets are grouped at the lowest levels for which there are separately identifiable
cash flows (cash generating units).

61

61
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.2 Summary of Significant Accounting Policies (Continued)
(g) Impairment of Non Financial Assets (Continued)
In assessing value-in-use, the estimated future cash flows expected to be
generated by the asset are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. Where the carrying amount of an asset exceeds
its recoverable amount, the asset is written down to its recoverable amount.
Impairment losses recognised in respect of a cash-generating unit or groups of
cash-generating units are allocated first to reduce the carrying amount of any
goodwill allocated to those units or group of units and then, to reduce the carrying
amount of the other assets in the unit or groups of units on a pro-rata basis.

Impairment losses are recognised in profit or loss except for assets that are
previously revalued where the revaluation was taken to other comprehensive
income. In this case the impairment is also recognised in other comprehensive
income up to the amount of any previous revaluation.

An assessment is made at each reporting date as to whether there is any


indication that previously recognised impairment losses may no longer exist or
may have decreased. A previously recognised impairment loss is reversed only if
there has been a change in the estimates used to determine the assets
recoverable amount since the last impairment loss was recognised. If that is the
case, the carrying amount of the asset is increased to its recoverable amount.
That increase cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised
previously. Such reversal is recognised in profit or loss unless the asset is
measured at revalued amount, in which case the reversal is treated as a
revaluation increase.

(h) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined using first-in, first-out as the basis and includes all costs in
bringing the inventories to their present location and condition. The cost of work in
progress and finished goods comprises raw materials, direct labour, other direct
costs and an appropriate portion of production overheads. Net realisable value is
the estimated selling price in the ordinary course of business less the estimated
cost to completion and estimated costs necessary to make the sale.

62

62
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.2 Summary of Significant Accounting Policies (Continued)
(i) Financial liabilities
Financial liabilities are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial liability.

Financial liabilities, within the scope of FRS 139, are recognised in the statement
of financial position when, and only when, the Group and the Company become a
party to the contractual provisions of the financial instrument. Financial liabilities
are classified as either financial liabilities at fair value through profit or loss or other
financial liabilities.

(i) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities
held for trading and financial liabilities designated upon initial recognition as at
fair value through profit or loss.

Financial liabilities held for trading include derivatives entered into by the Group
and the Company that do not meet the hedge accounting criteria. Derivative
liabilities are initially measured at fair value and subsequently stated at fair
value, with any resultant gains or losses recognised in profit or loss. Net gains
or losses on derivatives include exchange differences.

The Group and the Company have not designated any financial liabilities as at
fair value through profit or loss.

(ii) Other financial liabilities

The Groups and the Companys other financial liabilities include trade
payables and other payables.

Trade and other payables are recognised initially at fair value plus directly
attributable transaction costs and subsequently measured at amortised cost
using the effective interest method.

For other financial liabilities, gains and losses are recognised in profit or loss
when the liabilities are derecognised, and through the amortisation process.

63

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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

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.2 Summary of Significant Accounting Policies (Continued)
(i) Financial liabilities (Continued)
(ii) Other financial liabilities (Continued)

A financial liability is derecognised when the obligation under the liability is


extinguished. When an existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as a
derecognition of the original liability and the recognition of a new liability, and
the difference in the respective carrying amounts is recognised in profit or loss.

(iii) Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make


specified payments to reimburse the holder for a loss it incurs because a
specified debtor fails to make payment when due.

Financial guarantee contracts are recognised initially as a liability at fair value,


net of transaction costs. Subsequent to initial recognition, financial guarantee
contracts are recognised as income in profit or loss over the period of the
guarantee. If the debtor fails to make payment relating to financial guarantee
contract when it is due and the Group, as the issuer, is required to reimburse
the holder for the associated loss, the liability is measured at the higher of the
best estimate of the expenditure required to settle the present obligation at the
reporting date and the amount initially recognised less cumulative amortisation.
(j) Equity Instruments
Ordinary shares are classified as equity instruments. Dividends on ordinary shares
are recognised in equity in the period in which they are declared.
(k) Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of economic
resources will be required to settle the obligation and the amount of the obligation
can be estimated reliably.
Provisions are reviewed at each reporting date and adjusted to reflect the current
best estimate. If it is no longer probable that an outflow of economic resources will
be required to settle the obligation, the provision is reversed. If the effect of the
time value of money is material, provisions are discounted using a current pre tax
rate that reflects, where appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision due to the passage of time is
recognised as a finance cost.

64

64
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


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

65

65
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.2 Summary of Significant Accounting Policies (Continued)
(n) Foreign Currencies
(i) Functional and Presentation Currency
The individual financial statements of each entity in the Group are measured
using the currency of the primary economic environment in which the entity
operates (the functional currencies). The consolidated financial statements
are presented in Ringgit Malaysia (RM), which is also the Companys
functional currency.
(ii) Foreign Currency Transactions
Transactions in foreign currencies are measured in the respective functional
currencies of the Company and its subsidiaries and are recorded on initial
recognition in the functional currencies at exchange rates approximating those
ruling at the transaction dates. Monetary assets and liabilities denominated in
foreign currencies are translated at the rate of exchange ruling at the reporting
date. Non-monetary items denominated in foreign currencies that are
measured at historical cost are translated using the exchange rates as at the
dates of the initial transactions. Non-monetary items denominated in foreign
currencies measured at fair value are translated using the exchange rates at
the date when the fair value was determined.

All exchange differences are recognised in profit or loss.

(o) Income Tax


Income tax expense represents the sum of the tax currently payable and deferred
tax.
(i) Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit
differs from profit as reported in the statements of comprehensive income
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. The Groups and the Companys liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the end of the reporting date.

66

66
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.2 Summary of Significant Accounting Policies (Continued)
(o) Income Tax (Continued)
(ii) Deferred tax
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit. Deferred tax liabilities are
generally recognised for all taxable temporary differences, and deferred tax
assets are generally recognised for all deductible temporary differences,
unused tax losses and unused tax credits to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences, unused tax losses and unused tax credits can be recognised.
Such assets and liabilities are not recognised if the temporary difference
arises from the initial recognition of other assets and liabilities in a transaction
that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each
reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the period in which the liability is settled or the asset
realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period. The measurement of
deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Group and the Company expect, at the
reporting date, to recover or settle the carrying amount of its assets and
liabilities.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax liabilities and
when they relate to income taxes levied by the same taxation authority and
the Group and the Company intend to settle its current tax assets and
liabilities on a net basis.
(iii) Current and deferred tax for the period
Current and deferred tax are recognised in profit or loss in the statements of
comprehensive income, except when they relate to items credited or debited
directly to equity, in which case the tax is also recognised directly in equity.

67

67
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.2 Summary of Significant Accounting Policies (Continued)
(o) Income Tax (Continued)
(iv) Sales tax
Revenues, expenses and assets are recognised net of the amount of sales
tax except:
- Where the sales tax incurred in a purchase of assets or services is not
recoverable from the taxation authority, in which case the sales tax is
recognised as part of the cost of acquisition of the asset or as part of the
expense item as applicable; and
- Receivables and payables that are stated with the amount of sales tax
included.
The net amount of sales tax recoverable from, or payable to, the taxation
authority is included as part of receivables or payables in the statement of
financial position.

(p) Employee Benefits


Short-term benefits
Wages, salaries, paid annual leave, bonuses and social security contributions are
recognised as an expense in the year in which the associated services are
rendered by employees. Short-term accumulating compensated absences such
as paid annual leave are recognised when services are rendered by employees
that increase their entitlement to future compensated absences. Short-term non-
accumulating compensated absences such as sick leave are recognised when the
absences occur.

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

NOTES TO FINANCIAL STATEMENTS (Continued)

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)


2.2 Summary of Significant Accounting Policies (Continued)
(p) Employee Benefits (Continued)
Defined contribution plans
The Groups contributions to the Employees Provident Fund in Malaysia, a
defined contribution pension scheme are recognised as an expense in the year in
which the related service is performed. Once the contributions have been paid, the
Group has no further payment obligations.

The Group operates an unfunded retirement benefits plan for its eligible Directors
and employees. The liabilities in respect of the retirement benefits are based on a
plan benefit formula. The Groups obligations under the plan are calculated using
the Projected Credit Unit Method through which the amount of benefit that
employees and Directors have earned in return for their service in the current and
prior years is estimated. That benefit is discounted in order to determine its
present value.

The discount rate is yield at the reporting date on high quality corporate bonds or
government bonds.
(q) Cash and Cash equivalents
Cash and cash equivalents comprise cash and bank balances, demand deposits,
and short-term, highly liquid investments that are readily convertible to known
amount of cash and which are subject to an insignificant risk of changes in value.
(r) Segmental Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision maker. The chief operating
decision maker, who is responsible for allocating resources and assessing
performance of the operating segments and making strategic decisions. Additional
disclosures on each of these segments are shown in Note 29.

69

69
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

3 PROPERTY, PLANT AND EQUIPMENT

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

20,720,756 18,648,000 2,762,302 143,594,815 2,043,900 4,047,812 2,299 191,819,884


Additions - 2,115,935 1,446,102 6,061,329 - 79,965 - 9,703,331
Revaluation surplus 251,904 978,000 - - - - - 1,229,904
Elimination of accumulated
depreciation on revaluation (284,459) (263,935) - - - - - (548,394)
Written off - - - (464,693) - (102,922) - (567,615)
Disposals - - - (35,000) - (8,500) - (43,500)
30 April 2012 20,688,201 21,478,000 4,208,404 149,156,451 2,043,900 4,016,355 2,299 201,593,610

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)

30 April 2012 2,627,792 286,834 - 75,728,790 1,836,982 3,005,355 2,299 83,488,052

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

70
APOLLO FOOD HOLDINGS BERHAD (291471-M)APOLLO FOOD
ANNUAL REPORT
HOLDINGS 2012 (291471-M)
BERHAD
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

3 PROPERTY, PLANT AND EQUIPMENT (Continued)

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

As previously stated 20,422,965 - - 139,850,062 1,829,138 4,014,978 2,299 166,119,442


Effects of adopting Amendments
to FRS 117 - 9,643,300 - - - - - 9,643,300
Transfer from leasehold land
use rights - 1,600,000 - - - - - 1,600,000

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

71
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

3 PROPERTY, PLANT AND EQUIPMENT (Continued)


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

72

72
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

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

At 30 April 17,627,833 17,627,833

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

NOTES TO FINANCIAL STATEMENTS (Continued)

5 LEASEHOLD LAND USE RIGHTS

Group
2011
2012 Restated
RM RM

At 1 May - As previously stated 5,529,907 16,032,847


Effect of adopting the Amendments to FRS 117 - (11,552,940)
Transfer to property, plant and equipment (2,650,000) (1,600,000)

At 1 May - As restated 2,879,907 2,879,907


Additions - -
At 30 April 2,879,907 2,879,907

Accumulated amortisation

At 1 May - As previously stated 450,703 4,383,998


Effect of adopting the Amendments to FRS 117 - (4,216,650)
Transfer to property, plant and equipment (134,328) (14,814)
At 1 May - As restated 316,375 152,534
Charge for the year (Note 20) 163,842 163,841

At 30 April 480,217 316,375


Carrying Amount
At 30 April 2,399,690 2,563,532

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

Fair value of quoted


investments 2,834,298 898,820 2,834,298 898,820

74
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

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

8 TRADE RECEIVABLES, OTHER RECEIVABLES AND DEPOSITS


The Group's trading terms with its customers are mainly on credit. The credit term is generally
for a period of 30 to 90 days (2011: 30 to 90 days) and are non-interest bearing. They are
recognised at their original invoice amounts which represent their fair values on initial
recognition.

Past due trade receivables

The Groups past due trade receivables are as follows:

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

Receivables that are past due but not impaired

The Group has trade receivables amounting to RM130,926 (2011: RM240,392) that are past
due at the reporting date but not impaired.

The Group seeks to maintain strict control over its outstanding receivables and overdue
balances are reviewed regularly by senior management to minimise credit risk. The Group has
not provided for impairment loss on these trade receivable accounts that are past due as there
has not been a significant change in credit quality and the amounts are still considered
recoverable.

75
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

8 TRADE RECEIVABLES, OTHER RECEIVABLES AND DEPOSITS (Continued)


Other receivables and deposits consist of: -

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

ISSUED AND FULLY PAID UP


As at 1 May / 30 April
80,000,000 shares (2011: 80,000,000 shares) 80,000,000 80,000,000

76
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

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

Movements of reserves are shown in the Statements of Changes in Equity.

(i) Revaluation Reserves


The revaluation reserves include the cumulative net change, net of deferred tax effects,
arising from the revaluation of land and buildings above their cost.
(ii) Fair Value Reserve
Fair value reserve represents the cumulative fair value changes of available-for-sale
investments until they are disposed or impaired.
(iii) Retained Profits
As at 30 April 2012, the Company has elected for the irrevocable option to disregard the
Section 108 balance. Hence, the Company may distribute dividends out of its entire
retained profits as at 30 April 2012 under the single tier system.

77

77
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

12 RETIREMENT BENEFITS OBLIGATIONS


The Group operates an unfunded defined benefits retirement plan for its eligible employees
and Directors. Under the plan, employees and executive Directors with a minimum period of
five years services with the Group are entitled to retirement benefits based on last drawn
final salary and length of service on attainment of the retirement age of 55 and 60
respectively.

The amount recognised in the statements of financial position represents the present value
of the unfunded defined benefit obligations, analysed as follows:

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

(a) The amounts recognised in the profit or loss is as follows:


2012 2011
RM RM
Current year service cost 70,776 108,383
Interest cost 90,216 60,810
160,992 169,193

(b) Principal actuarial assumptions used:


2012 2011
% %
Discount rate 5.0 5.0
Expected rate of salary increases 5.5 5.5

78

78
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

13 DEFERRED TAX
Group Company

2012 2011 2012 2011


RM RM RM RM

At 1 May 15,858,465 15,622,982 (36,000) (6,600)


Recognised in profit or
loss (Note 22) (51,253) 235,483 300 (29,400)
Recognised in other
- - -
comprehensive income 390,183
At 30 April 16,197,395 15,858,465 (35,700) (36,000)

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)

The components and movements of deferred tax liabilities and assets:

Deferred Tax Liabilities of the Group:

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

NOTES TO FINANCIAL STATEMENTS (Continued)

13 DEFERRED TAX (Continued)

Deferred Tax Assets of the Group


Property,
plant and
Group Provisions equipment Total
2012 RM RM
At 1 May 2011
(789,793) - (789,793)
Recognised in profit or loss 208,793 (31,500) 177,293
At 30 April 2012 (581,000) (31,500) (612,500)
Offsetting 519,100 - 519,100
After offsetting (61,900) (31,500) (93,400)
Deferred Tax Liabilities of the Group:

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

Deferred Tax Assets of the Group

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

NOTES TO FINANCIAL STATEMENTS (Continued)

13 DEFERRED TAX (Continued)


The following are the movements of deferred tax assets and liabilities during the financial
year prior to offsetting are as follows:

Deferred Tax Liabilities of the Company:


Company Others
2012 RM
At 1 May 2011 2,000
Recognised in profit or loss 8,100
At 30 April 2012 10,100

Deferred Tax Assets of the Company:

Company Provisions
2012 RM
At 1 May 2011 (38,000)
Recognised in profit or loss (7,800)
At 30 April 2012 (45,800)

Deferred Tax Liabilities of the Company:

Company Others
2011 RM
At 1 May 2010 28,026
Recognised in profit or loss (26,026)
At 30 April 2011 2,000

Deferred Tax Assets of the Company:

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

NOTES TO FINANCIAL STATEMENTS (Continued)

14 TRADE PAYABLES, OTHER PAYABLES AND ACCRUALS


Trade payables are non-interest bearing and are normally settled on from 7 to 60 days
terms (2011: 7 to 60 days).
Other payables and accruals consist of: -

Group 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

Unquoted shares, at cost 39,378,234 39,378,234

Details of the wholly-owned subsidiaries (all incorporated in Malaysia) are:


Name of Company Principal Activities
Apollo Food Industries (M) Sdn Bhd Manufacture of and trading in compound
chocolates and chocolate confectionery
products and cakes.
Hap Huat Food Industries Sdn Bhd Distribution and marketing of compound
chocolates and chocolate confectionery
products and cakes.

82

82
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

16 AMOUNT DUE FROM SUBSIDIARIES


The amount due from subsidiaries are non-trade, unsecured, interest free, repayable on
demand and to be settled in cash.

17 DIVIDEND
Amount of
dividend net of tax
2012 2011
RM RM
Recognised and paid during the financial year

Dividend paid on ordinary shares:


- Final (less 25% tax) dividend for 2010:
23 sen per share - 13,800,000
- Final (single-tier) dividend for 2010:
2 sen per share - 1,600,000
- Final (single-tier) dividend for 2011:
20 sen per share 16,000,000 -
16,000,000 15,400,000

Proposed but not recognised as a liability as at 30 April:

Dividend paid on ordinary shares:


- Final (single-tier) dividend for 2012:
20 sen per share 16,000,000 -
- Final (single-tier) dividend for 2011:
20 sen per share - 16,000,000
16,000,000 16,000,000

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

NOTES TO FINANCIAL STATEMENTS (Continued)

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

NOTES TO FINANCIAL STATEMENTS (Continued)

20 PROFIT BEFORE TAX (Continued)


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

85
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

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 - -

Total 5,384,666 5,429,950 281,000 217,000

86
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

21 DIRECTORS REMUNERATION (Continued)


The number of Directors of the Company whose total remuneration during the year fall within the
following bands is as follows:

Number of Directors
2012 2011
Executive Directors:
RM1,300,001 RM1,350,000 - 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

22 INCOME TAX EXPENSE

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

Deferred tax: (Note 13)


Relating to origination and
reversal of temporary
differences 359,996 218,427 (6,158) (29,400)
(Over)/under provision in
prior years (411,249) 17,056 6,458 -
(51,253) 235,483 300 (29,400)
Total 6,852,338 4,722,703 378,255 188,625

87

87
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

22 INCOME TAX EXPENSE (Continued)


Current income tax is calculated at the statutory tax rate of 25% (2011: 25%) of the estimated
assessable profit for the year.

A reconciliation of income tax expense applicable to profit before tax at the statutory income tax
rate to income tax expense at the effective income tax rate of the Group and of the Company is as
follows:
Group Company
2012 2011 2012 2011
RM RM RM RM

Profit before tax 28,593,663 22,576,924 14,271,550 16,682,674


Taxation at Malaysian
statutory tax rate of 25%
(2011: 25%) 7,148,416 5,644,231 3,567,888 4,170,668
Tax effect of :
Non-deductible expenses 778,223 320,912 116,053 23,249
Income not subject to tax (64,828) (60,958) (3,389,179) (4,005,417)
Under/(over) provision of
income tax expense in
prior years 49,123 (579,622) 77,035 125

(Over)/under provision of
deferred tax in prior years (411,249) 17,056 6,458 -

Tax incentives (647,347) (618,916) - -


Income tax expense for the
year 6,852,338 4,722,703 378,255 188,625

Significant judgement is made in determining the qualifying costs and non qualifying costs of the
capital expenditure and deductibility of certain expenses during the estimation of current years
tax expense. These are transactions, accounts classifications and computations for which the
ultimate tax determination is highly judgemental. When the final tax outcome of these matters is
different from the amounts that were previously estimated and recognised, such differences will
pose an impact on the tax expense and deferred tax in the year in which they are finalised.

88
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

23 EARNINGS PER SHARE


The earnings per share is calculated by dividing profit for the year attributable to owners of
the parent by the weighted average number of ordinary shares in issue during the financial
year.

Group 2012 2011


Profit attributable to owners of the parent (RM) 21,741,325 17,854,221

Weighted average number of ordinary shares in issue 80,000,000 80,000,000

Basic earnings per share (sen) 27.18 22.32

Diluted earnings per share is not presented as there were no potential dilutive ordinary
shares.
24 HOLDING COMPANY
The holding company is Keynote Capital Sdn Bhd, a company incorporated in Malaysia,
which is also regarded by the Directors as the ultimate holding company.
25 BANKING FACILITIES (Secured)
A subsidiary was extended the following banking facilities by a local bank:
2012 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

89
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

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:

- Plant and machinery 5,309,653 60,118


- Building work in progress 785,902 1,035,902
6,095,555 1,096,020
28 RELATED PARTY DISCLOSURES
For the purposes of these financial statements, parties are considered to be related to the
Group or the Company if the Group or the Company has the ability directly or indirectly, to
control the party or exercise significant influence over the party in making financial and
operating decisions, or vice versa, or where the Group or the Company and the party are
subject to common control or common significant influence. Related parties may be
individual or other entities.

Significant transactions with related parties other than those disclosed elsewhere in the
financial statements are as follows:
Company
2012 2011
RM RM
Subsidiaries
Management fees received 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

90
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

29 SEGMENTAL REPORTING
(i) Segment information is presented in respect of the Groups geographical segments. The
primary format of geographical segments is based on the Groups management and
internal reporting structures. The Groups business segment, as the Group is primarily
engaged in the manufacture of and trading in compound chocolate confectionery
products and cakes.
Management monitors the operating results of its geographical segments separately for
the purpose of making decisions about resource allocation and performance assessment.
Segment results and assets include items directly attributable to a segment as well as
those that can be allocated at a reasonable basis.
(ii) The Directors are of the opinion that all inter-segment transactions have been entered
into the normal course of business and have been established on market terms and
conditions.
(iii) Geographical segments

The Group is organised into two geographical segments as follows:

(a) Local
(b) Export

The segment information for the reportable segments is as follows:

Net revenue by geographical segments


Group
2012 2011
RM RM
Export 190,347,015 167,464,950
Local 107,544,493 95,562,426
Less: Inter-segment revenue (97,343,046) (86,735,391)
Total consolidated revenue 200,548,462 176,291,985

Included in export revenue is an amount of RM41,431,168 (2011: RM29,349,692)


pertaining to an external group of companies with common control.

91
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

29 SEGMENTAL REPORTING (Continued)


(iii) Geographical segments

Segment results by geographical segments and reconciliation to consolidated profit after


tax:

Group
2012 2011
RM RM
Export 21,040,483 16,545,007
Local 5,406,577 4,417,751

Total for reportable segments 26,447,060 20,962,758


Other income 2,870,847 2,235,062
Unallocated corporate expenses (724,244) (620,896)
Total consolidated profit before tax 28,593,663 22,576,924
Income tax (6,852,338) (4,722,703)

Total consolidated profit for the year 21,741,325 17,854,221

Segment results is arrived after charging/(crediting) the following material items:

Depreciation Foreign
and Interest Rental Exchange
amortisation income income Differences
Group-2012 RM RM RM RM

Export 9,414,968 (568,453) (14,400) (163,495)


Local 252,116 (76,631) (300,000) -

Total for reportable segments 9,667,084 (645,084) (314,400) (163,495)


Unallocated corporate income - (934,914) - -
Total consolidated 9,667,084 (1,579,998) (314,400) (163,495)

Group-2011 RM RM RM RM
Export 8,936,412 (358,756) (20,700) 2,399,332
Local 283,788 (121,901) (300,000) -

Total for reportable segments 9,220,200 (480,657) (320,700) 2,399,332


Unallocated corporate income - (823,553) - -

Total consolidated 9,220,200 (1,304,210) (320,700) 2,399,332

92
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

29 SEGMENTAL REPORTING (Continued)


(iii) Geographical segments

Total assets for reportable segments are reconciled to the total assets as follows:
Total assets
2012 2011
RM RM
Export 145,609,041 144,529,030
Local 18,339,224 16,527,223
163,948,265 161,056,253

Total assets for reportable segments 163,948,265 161,056,253


Unallocated corporate assets 76,499,380 72,715,222
Total consolidated 240,447,645 233,771,475

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

Total liabilities for reportable segments 8,330,550 8,852,129


Unallocated corporate liabilities 16,983,742 16,441,046
Total consolidated 25,314,292 25,293,175

Non current assets include the following additions as follows:

Purchase of
property, plant
and equipment

Group-2012 RM

Export 9,703,331
Local -

Total consolidated 9,703,331

Group-2011 RM
Export 15,080,162
Local 36,790

Total consolidated 15,116,952

93
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

30 FINANCIAL INSTRUMENTS
Financial Risk Management Objectives and Policies
The Group and the Company are exposed to financial risks arising from their operations and
the use of financial instruments. The key financial risks include credit risk, liquidity risk,
interest rate risk and market price risk.

The Board of Directors reviews and agrees on policies and procedures for the management
of these risks. The Audit Committee provides independent oversight to the effectiveness of
the risk management process.

The following sections provide details regarding the Group's and the Company's exposure to
the abovementioned financial risks and the objectives, policies and processes for the
management of these risks.

Credit Risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a
counterparty default on its obligations. At the reporting date, the Groups and the Companys
exposure to credit risk arises primarily from trade and other receivables. For other financial
assets (including investments in equity instruments and cash and bank balances), the Group
and the Company minimise credit risk by dealing exclusively with high credit rating
counterparties.

Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit
approvals, limits and monitoring procedures. Credit evaluations are performed on customers
requiring credit exceeding a certain amount and by limiting the Groups business
associations to parties with high credit worthiness. Trade receivables are monitored on an
ongoing basis to ensure that the Group is exposed to minimal credit risk.

Exposure to credit risk

At the reporting date, the Group's and the Company's maximum exposure to credit risk is
represented by the carrying amount of each class of financial assets recognised in the
statements of financial position.

Credit risk concentration profile

Approximately 14% (2011: 12%) of the Groups trade and other receivables were due from a
customer.

94

94
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

30 FINANCIAL INSTRUMENTS (Continued)


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

95

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

30 FINANCIAL INSTRUMENTS (Continued)


Foreign Exchange Risk (Continued)

Sensitivity analysis of foreign exchange rate changes

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

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

NOTES TO FINANCIAL STATEMENTS (Continued)

30 FINANCIAL INSTRUMENTS (Continued)

Interest Rate Risk (Continued)

Sensitivity analysis for interest rate risk

At the reporting date, if interest rates had been 30 basis points higher/lower, with all other
variables held constant, the Group's and the Company's profit net of tax would have been
RM86,488 and RM74,632 higher/lower respectively, arising mainly as a result of
higher/lower interest income from placements of fund in short term deposits and fixed
deposits.

Liquidity and Cash Flow Risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations
due to shortage of funds. The Groups exposure to liquidity risk arises primarily from
mismatches of the maturities of financial assets and liabilities.

The Group actively manages its debt maturity profile, operating cash flows and the
availability of funding so as to ensure that all commitments and funding needs are met.

As part of its overall prudent liquidity management, it is the Group policy to ensure its future
cash obligations by forecasting its cash commitments and maintaining sufficient level of
cash and cash equivalents to meet its working capital requirements.

The table below summarises the maturity profile of the Groups liabilities at the reporting
date based on contractual undiscounted repayment obligations.

Group
2012 2011
RM RM

Trade and other payables On demand or within 1


year 4,256,564
4,713,247

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

97
APOLLO FOOD HOLDINGS BERHAD (291471-M)
APOLLO ANNUAL
FOOD HOLDINGS REPORT
BERHAD 2012
(291471-M)
Incorporated In Malaysia (INCORPORATED IN MALAYSIA)
ANNUAL REPORT 2012

NOTES TO FINANCIAL STATEMENTS (Continued)

30 FINANCIAL INSTRUMENTS (Continued)


Market Risk (Continued)

The Group and Company is exposed to equity securities price risk arising from investments
in quoted equity comprising mainly quoted shares listed on Bursa Malaysia Securities
Berhad held by the Group and Company that are classified as available-for-sale
investments. The risk of loss in value is minimised by performing proper investment decision
and continuously monitoring the performance of investments held and assessing market risk
relevant to which the investment operate. The Group and the Company manage the
investment with a view to optimising returns on realisation. The management considers that
the changes in the Bursa Malaysia equity index will not have any material impact on the
Groups and Companys fair value adjustment reserve.

Fair Values

The carrying amounts of cash and cash equivalents, trade and other receivables/payables
approximate fair values due to the relatively short term maturity of these financial
instruments.

Fair Value Hierarchy

The fair value of quoted investments is based on Level 1 valuation, that is, based on the
quoted prices in active markets for identical assets and liabilities.

31 CAPITAL MANAGEMENT
The Groups objectives of managing capital are to safeguard the Groups ability to continue
in operations as a going concern in order to provide fair returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital. In order to maintain the optimal capital structure, the Group may, from time to
time, adjust the dividend payout to shareholders, return capital to shareholders and issue
new shares, where necessary. For capital management purposes, the Group considers
shareholders equity and total liabilities to be the key components in the Groups capital
structure. The Group monitors capital on the basis of the gearing ratio. The ratio is
calculated as the total liabilities to total equity. Total equity is the sum of total equity
attributable to shareholders.
The gearing ratio as at 30 April 2012 and 2011, which are within the Groups objectives for
capital management, are as follows:

2012 2011
RM RM

Total liability 25,314,292 25,293,175

Total equity 215,133,353 208,478,300

Total capital 80,000,000 80,000,000

Gearing ratio 12% 12%

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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

NOTES TO FINANCIAL STATEMENTS (Continued)

32 SUPPLEMENTARY INFORMATION BREAKDOWN OF RETAINED PROFITS INTO


REALISED AND UNREALISED
The breakdown of the retained profits of the Group and of the Company as at 30 April 2012 into
realised and unrealised profits is presented in accordance with the directive issued by Bursa
Malaysia Securities Berhad dated 25 March, 2010 and prepared in accordance with Guidance
on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as
issued by the Malaysian Institute of Accountants.

Group Company
2012 2012
RM RM

Total Retained Profits of the Company and its


subsidiaries :
- Realised 171,079,322 21,236,979
- Unrealised (13,932,229) 35,700
157,147,093 21,272,679
Less: Consolidation adjustments (34,782,581) -
Retained profits as per financial statements 122,364,512 21,272,679

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

Statement of shareholdings according to the record of depositors as at 5 September 2012

Authorised share capital : RM100,000,000 ordinary shares of RM1-00 each


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

Note :
*1
By virtue of their interest in Keynote Capital Sdn Bhd.

B) List of directors shareholdings in the Company


Direct Deemed interest in shares
No. Name Of Directors No. of shares % No. of shares %
*1
1. Liang Chiang Heng 220,000 0.28 41,048,415 51.31
*1
2. Liang Kim Poh 225,000 0.28 41,048,415 51.31
3. Ng Chet Chiang @ Ng 20,000 0.03 - -
Chat Choon
*2
4. Datuk P. Venugopal 25,000 0.03 10,000 0.01
A/L V.K. Menon
5. Abdul Rahim Bin 15,000 0.02 - -
Bunyamin
6. Datin Paduka Hjh - - - -
Aminah Binti Hashim

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
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APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

ANALYSIS OF SHAREHOLDINGS (Continued)

C) List of 30 largest securities account holders


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

101
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

ANALYSIS OF SHAREHOLDINGS (Continued)

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

Date of Location Existing Use Tenure Approximate Land Area Carrying


Acquisition/ Age of (sq.m) Amount At
Revaluation Building 30 April
(Years) 2012
RM'000
30.04.2010* 70, Jalan Langkasuka Corporate office 99 years
Larkin Industrial Area and main factory leasehold
80350 Johor Bahru expiring on
08.08.2109 23 7,762 7,364
30.04.2000* 58, Jalan Langkasuka Factory building 60 years
Larkin Industrial Area rented out leasehold
80350 Johor Bahru expiring on
14.01.2024 21 10,036 2,466
30.04.2000* GM170 Lot 138 & Vacant land for
GM100 Lot 139 Proposed new
Jalan JB Kota Tinggi Corporate office
Plentong and main factory
81800 Ulu Tiram, Johor Freehold - 53,595 8,285
15.08.2001 HS(M) 2718 PTD Vacant land
120622, Jalan JB
Kota Tinggi
Plentong Freehold - 14,156 2,896
81800 Ulu Tiram, Johor
05.08.1994 47 & 49, Jalan Saga 14 2 units of
Taman Desa Cemerlang intermediate
81800 Ulu Tiram, Johor double storey
terrace house
rented out Freehold 15 327 306

30.04.2010* 3, 3A & 3B, Jalan Kilang Factory building 99 years


Larkin Industrial Area occupied as leasehold
80350 Johor Bahru second factory expiring on
08.08.2109 43 8,377 4,598

30.04.2010* 4, 4A & 4B, Jalan Factory building 99 years


Petaling occupied as main leasehold
Larkin Industrial Area factory expiring on
80350 Johor Bahru 08.08.2109 44 7,661 5,173
30.04.2010* 5, Jalan Kilang Factory building 99 years
Larkin Industrial Area occupied as leasehold
80350 Johor Bahru second factory expiring on
Johor 08.08.2109 45 7,751 3,688

30.04.2010* Lot 6398, 3 Jalan Asas Factory building 99 years


Larkin Industrial Area occupied as main leasehold
80350 Johor Bahru factory expiring on 6 11,914 7,589
Johor 08.08.2109

Balance c/f to next page 42,365

103
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

LIST OF PROPERTIES (Continued)


AS AT 30 APRIL 2012

Date of Location Existing Use Tenure Approximate Land Area Carrying


Acquisition/ Age of (sq.m) Amount At
Revaluation Building 30 April
(Years) 2012
RM'000

Balance b/f from


previous page 42,365
19.01.2007 HS(D) 15991 TLO 786A Vacant land 60 years
Larkin Industrial Area leasehold
80350 Johor Bahru expiring on 5 4,046 1,169
Johor 13.02.2036

15.06.2009 No. 6, Jalan Petaling, To be occupied as 60 years


Larkin Industrial Estate, factory leasehold
80350 Johor Bahru, expiring on
Johor. 27.03.2022 37 12,140 4,072

30.04.2011* No. 1, Jalan Asas, Larkin Workshop and 99 years


Industrial Estate, 80350 store leasehold
Johor Bahru, Jonor. expiring on
18.12.2110 37 8,093 5,746

30.04.2011* No. 8, Jalan Petaling, Factory building 99 years


Larkin Industrial Estate, occupied as main leasehold
80350 Johor Bahru, factory expiring on
Johor. 11.04.2111 22 5,042 2,247

Total 55,599

*Date of valuation

104
APOLLO FOOD HOLDINGS BERHAD (291471-M) ANNUAL REPORT 2012
Incorporated In Malaysia

Incorporated in Malaysia - Co. No. 291471-M

FORM OF PROXY
CDS ACCOUNT NO. NO. OF SHARES HELD

I/We_____________________________________ [NRIC NO: ______________________________]


of_______________________________________________________________________________
being a member/members of APOLLO FOOD HOLDINGS BERHAD (Co. No. 291471-M) do
hereby appoint :-
Full Name (in Block) NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address

and / or (delete as appropriate)


Full Name (in Block) NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address

failing him_______________________________________________[NRIC NO:________________]


of _____________________________________________________________ as * my/our proxy to
th
attend and to vote for * me/us on * my/our behalf at the 18 Annual General Meeting of the Company
th
to be held on Thursday, the 25 day of October , 2012 at 10.00am at Mutiara Hotel Johor Bahru, Sri
nd
Ledang, 2 Floor, Jalan Dato Sulaiman, Taman Century, 80990 Johor Bahru, Johor Darul Takzim
and at any adjournment thereof.
* My / our proxy is to vote as indicated below:
NO RESOLUTIONS FOR AGAINST
1. Declaration of First and Final Dividend
2. Approval of Directors' Fee
3. Re-election of Director - Mr. Liang Kim Poh
4. Re-election of Director - En. Abdul Rahim Bin Bunyamin
5. Re-appointment of Messrs Reanda LLKG International as Auditors
Special Business:
6. Ordinary Resolution: Authority to allot and issue shares pursuant to
Section 132D of the Companies Act, 1965
(Please indicate with a cross (X) in the spaces whether you wish your votes to be cast for or against
the resolution. In the absence of such specific directions, your proxy will vote or abstain as he thinks
fit.)

Dated this day of 2012 ____________________________


Signature of Member / Members
Note:
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.
7. For the purpose of determining a member who shall be entitled to attend the 18th Annual General Meeting, the
Company shall be requesting Bursa Malaysia Depository Sdn Bhd, in accordance with Article 81(2) of the Companys
Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a general
meeting Record of Depositor as at 18 October 2012. Only a depositor whose name appears therein shall be entitled
to attend the said meeting or appoint a proxy to attend and/or vote on his stead.

105

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