APOLLO AnnuqlReport2012 (2.1MB)

8/23/2019 APOLLO AnnuqlReport2012 (2.1MB)

1/108


2/108

CONTENTS

Page No.

NOTICE OF ANNUAL GENERAL MEETING AND CLOSURE OF

BOOKS2

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

1

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

ANNUAL REPORT 2012


3/108

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 18th

Annual General Meeting of Apollo Food Holdings Berhad

(Co No 291471-M) will be held at Mutiara Hotel Johor Bahru, Sri Ledang, 2nd Floor, Jalan DatoSulaiman, 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 ended30 April 2012 and the Reports of the Directors and Auditors thereon

(Please referto ExplanatoryNote 1)

2. To declare a first and final dividend of 20% under single tier for thefinancial year ended 30 April 2012

Resolution 1

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 theCompany and to authorise the Directors to fix their remuneration

Resolution 5

Special Business

To consider and, if thought fit, to pass with or without modification, the followingOrdinary Resolution:-

6. AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TOSECTION 132D OF THE COMPANIES ACT, 1965 (Authority to allot andissue shares)

Resolution 6

THAT pursuant to Section 132D of the Companies Act, 1965 theDirectors be and are hereby authorised to allot and issue shares in theCompany from time to time at such price, upon such terms and conditions,for such purposes and to such person or persons whomsoever as theDirectors may deem fit provided that the aggregate number of shares soissued pursuant to this resolution in any one financial year does notexceed 10% of the issued capital of the Company for the time being andthat 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 inaccordance with the Company's Articles of Association and theCompanies Act, 1965

By Order of the Board

Woo Min Fong (MAICSA 0532413)Yap Wai Bing (MAICSA 7023640)

Company Secretaries

Johor Bahru3 October 2012

2

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


4/108

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 attendand 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 unlesshe 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 (CentralDepositories) Act 1991, it may appoint at least one (1) proxy in respect of each securitiesaccount it holds with ordinary shares of the Company standing to the credit of the saidsecurities account.

4. Where a member of the Company is an exempt authorised nominee which holds ordinaryshares in the Company for multiple beneficial owners in one securities account (omnibusaccount), there is no limit to the number of proxies which the exempt authorised nomineemay 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 Sealor 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 notless 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

AnnualGeneral Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd, inaccordance with Article 81(2) of the Companys Articles of Association and Section 34(1) ofthe Securities Industry (Central Depositories) Act, 1991 to issue a general meeting Record ofDepositor as at 18 October 2012. Only a depositor whose name appears therein shall beentitled 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 CompaniesAct, 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 theCompanies Act, 1965

The Company had, during its 17th

Annual General Meeting (AGM) held on 28 October 2011,obtained its shareholders approval for the general mandate for issuance of shares pursuantto Section 132D of the Companies Act, 1965 (the Act). The Company did not issue anyshares pursuant to this mandate obtained.

3



5/108

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 forissuance of shares by the Company under Section 132D of the Act. The Ordinary Resolution6, if passed, will empower the Directors of the Company to allot and issue shares in theCompany up to an amount not exceeding in total ten per centum (10%) of the issued sharecapital of the Company for such purposes as the Directors consider in the best interest of theCompany. This authority, unless revoked or varied by the Company at a general meeting, willexpire 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 toissue new shares after the general mandate is sought, the Company will make anannouncement in respect of the purpose and utilisation of proceeds arising from such issue.

CLOSURE OF BOOKS

To determine shareholders entitlement to the dividend payment, if approved at the 18th

AnnualGeneral Meeting of the Company, the Share transfer books and Register of Members will be closedon 12 December 2012.

The dividend, if approved, will be paid on 9 January 2013 to shareholders whose names appear inthe 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 inrespect of transfers;

(b) shares bought on Bursa Malaysia on a cum entitlement basis according to the Rules of BursaMalaysia.

4



6/108

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 Report2012.

Details of attendance of Directors at Board Meetings:

Please refer to the Statement of Corporate Governance on pages 9 to 15 of the AnnualReport 2012.

Eighteenth (18th

) Annual General Meeting of Apollo Food Holdings Berhad:

Place : Mutiara Hotel Johor BahruSri Ledang, 2

ndFloor,

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 forre-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 %

Mr. Liang Kim Poh 225,000 0.28 41,048,415*1

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.

5



7/108

GROUP STRUCTURE

APOLLO FOOD HOLDINGS BERHAD(291471-M)

Apollo Food Industries(M) Sdn Bhd(189274-V)

100%

Hap Huat FoodIndustries Sdn Bhd

(29228-W)

100%

6


ANNUAL REPORT 2012


8/108

FINANCIAL HIGHLIGHTS

Turnover

(RM Million )

0

15

30

45

60

75

90

105120

135

150

165

180

195

210

225

12 11 10 09 08

Profit Before Tax

(RM Million)

02468

1012141618

20222426283032

12 11 10 09 08

Earnings Per

Share

(Sen)

0

10

20

30

40

50

12 11 10 09 08

Net Assets

(RM Million)

0

20

40

60

80

100120

140

160

180

200

220

12 11 10 09 08

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

7


ANNUAL REPORT 2012


9/108

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: [email protected]

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: [email protected]

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

8


ANNUAL REPORT 2012


10/108

STATEMENT OF CORPORATE GOVERNANCE

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

Set out below is a statement on the extent of the Groups application of the principles of the Code andcompliance 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 DirectorThree (3) Independent Non-Executive Directors

The Board comprises an appropriate balance of Directors with diverse experience and expertiserequired for the effective stewardship of the Group and independence in decision making at Boardlevel. The Board is headed by an Executive Chairman who is also the Managing Director responsiblefor 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 strictlydealt with in accordance with the listing requirements and with independent consultants to adviseother Board members and shareholders. Further to this, sufficient number of Independent Directorswill 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 bringingobjective, independent judgement to the decision making process. As and when conflict of interestarises, the Director concerned would declare his interest and abstain from the decision-makingprocess.

The Board retains full and effective control of the Group. This includes responsibility for determiningthe Groups overall strategic direction, development and control. Key matters, such as approval ofannual 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 managementare 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 andconsidered a variety of matters including the Groups financial results, major investments, strategicdecisions 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.

9



11/108

STATEMENT OF CORPORATE GOVERNANCE (Continued)

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

NameNumber of Board

meetings heldduring the year

Number ofmeetings

attended byDirectors

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 themeetings to enable Directors to obtain further explanations/ clarifications, where necessary, in orderto be properly briefed before the meeting.

All Directors have access to the advice and services of the Company Secretary in carrying out theirduties. If necessary, the Directors may seek external advice and call for additional clarification anddata 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 areencouraged to attend seminars and education programmes to further enhance their skills andknowledge and to keep abreast with relevant changes and developments in the market place to assistthem in the discharge of their duties as Directors.

Details of the training programmes attended by the Directors during the financial year ended 30 April2012 were as follows:

Name Courses Attended

Liang Chiang Heng Key Amendments to Listing Requirements 2011

Corporate Disclosure and Corporate GovernanceBlueprint 2011

Liang Kim Poh Key Amendments to Listing Requirements 2011


Ng Chet Chiang @ Ng Chat Choon Key Amendments to Listing Requirements 2011


10



12/108


Directors Training (Continued)

Name Courses Attended

Datuk P. Venugopal A/L V.K.Menon Key Amendments to Listing Requirements 2011


Related Party Transactions What Directors andInvestors Need To Know

Abdul Rahim Bin Bunyamin Key Amendments to Listing Requirements 2011


Malaysia Investor Relations Association BerhadWorkshop

Datin Paduka Hjh. Aminah Binti Hashim Key Amendments to Listing Requirements 2011


All Directors will continue to attend relevant seminars and programmes as a continuous process asrecommended by Bursa Malaysia Securities Berhad.

Appointment & Re-election of Directors

The identification and appointment of new Directors undergoes a process led by the NominationCommittee. There is a familiarisation programme in place for new Directors, which included visit tothe factory, meeting with the senior management as appropriate, to facilitate their understanding ofthe 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 beeligible 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 theshareholders at the next Annual General Meeting held following their appointments . Director(s) overseventy years of age are required to submit himself/themselves for re-appointment annually in

accordance with Section 129(6) of the Companies Act, 1965.

11


ANNUAL REPORT 2012


13/108


Remuneration Committee

The Remuneration Committee was established on 29 June 2000 with clear terms of reference. Itcomprises three Independent Non-Executive Directors, one Non-Independent Non-Executive Directorand 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. Theremuneration and entitlements of Non-Executive Directors are decided by the Board with the Directorconcerned 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 financialyear ended 30

thApril 2012 are as follows:

Executive Directors

RM

Non-Executive Directors

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.

12


ANNUAL REPORT 2012


14/108

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 newmembers to the Board and Committees of the Board and it provides a formal and transparentprocedure for such appointments. The Committee will review at least once a year the performance ofthe individual Directors, Board and Board Committees as well as the required mix of skills andexperience of the Directors on the Board in determining the appropriate balance and size ofExecutive 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 AuditCommittee 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 Groupsposition and prospects. The Audit Committee assists the Board in scrutinising the information fordisclosure 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 andminimise the risks to which it is exposed. This system is designed to manage rather than eliminatethe 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 beingcarried out to ensure the effectiveness, adequacy and integrity of the systems of internal controls insafeguarding the Groups assets and therefore shareholders investment in the Group.

The internal auditors report independently to the Audit Committee. The Statement of Internal Controlis set out on Page 25 and 26 of the Annual Report.

13


ANNUAL REPORT 2012


15/108


Relationship with external auditors

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

Shareholders Relations

The Company maintains a regular policy of disseminating information that is material forshareholders 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 performanceand 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 caseof special business, a statement explaining the effect of the proposed resolutions is provided. Uponrequest, the Directors will also meet up with institutional investors, press and investment analysts toexplain to them the Groups operations so as to give them a better understanding of the Groupsbusiness.

While conducting interviews, the Board takes necessary precautions to ensure that price sensitiveand information regarded as material undisclosed information about the Group is not revealed untilafter 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 deliveringquality 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 businessin an ethical, professional and socially responsible manner. As we strive to achieve this aim, werecognise our responsibility to our employees, business associates and community within which weconduct 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 safeguardthe welfare of its employees. Occupational Safety and Health Programme have been established toprovide a safe and healthy workplace and environment for the employees and visitors. Employeesare also provided with the necessary training on an ongoing basis to further enhance their skills andknowledge. 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 companyproducts to various organisations, associations and schools for them to carry out their variousactivities.

The Group adheres strictly to all applicable environmental laws and regulations. Production processare being constantly monitored and upgraded to ensure compliance with any changes in theenvironmental laws and regulations. Operation and office resources are been utilised without muchwastage and recycling are being encouraged at all times. The Group is committed to seek continuousimprovements 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 Governanceas provided by the Malaysia Code of Corporate Governance with the exception of identification of asenior Independent Director and the composition of the Audit Committee. The Board is of the viewthat all Directors should shoulder the responsibility collectively.

14


ANNUAL REPORT 2012


16/108


ADDITIONAL COMPLIANCE INFORMATION

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

(a) Recurrent Related Party Transactions (RRPT)

The Company did not have any recurrent related party transactions of revenue nature for thefinancial 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 Receiptsprogramme 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 unauditedresults previously announced.

(i) Sanctions and Penalties

There were no sanctions or penalties imposed on the Company and its subsidiaries by BursaSecurities, 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 ended30 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 contractrelating to loan, entered into by the Company and/or its subsidiaries involving Directors and majorshareholders that are still subsisting at the end of the financial year or which were entered intosince the end of the previous financial year.

(l) Revaluation Policy

The policy on revaluation of properties is as disclosed in Note 2.2 (b) to the financial statements.

15


ANNUAL REPORT 2012


17/108

DIRECTORS RESPONSIBILITY STATEMENT

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

During the preparation of the financial statements for the financial year ended 30 April 2012 theDirectors 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 withreasonable accuracy on the financial position of the Group and of the Company which enable them toensure that the financial statements comply with the Act.

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

16


ANNUAL REPORT 2012


18/108

AUDIT COMMITTEES REPORT

The Audit Committee (Committee) adopted the revised terms of reference on 27 March 2008 as setout 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 tocorporate accounting and reporting practices for the Company;

(2) To maintain, through regularly scheduled meetings, a direct line of communication betweenthe 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 timethey desire and to request such audience through the Chairman of the Committee, with orwithout 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 thelisting requirements and any other applicable laws and regulations, arising thereof from timeto time.

17


ANNUAL REPORT 2012


19/108

AUDIT COMMITTEES REPORT (Continued)

TERMS OF REFERENCE (Continued)

Composition

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

At least one member of the Audit Committee:

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

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

(a) he must have passed the examinations specified in Part 1 of the 1st

Schedule of theAccountants Act 1967; or

(b) he must be a member of one of the associations of accountants specified in Part II of the1

stSchedule 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 anIndependent Director.

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

18


ANNUAL REPORT 2012


20/108


TERMS OF REFERENCE(Continued)

Meetings

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

The quorum for a meeting shall be two (2) members, and only if only two members present bothof them must be Independent Directors. If the number of members present for the meeting ismore 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 Committeeon the Group performance through the quarterly financial reports and any significant controlissues / concerns. Other Board members and employees may attend meetings upon the invitationof the Committee. The presence of the external auditors will be by invitation as and whenrequired.

Minutes of each meeting shall be kept by the Secretary as evidence that the Committee haddischarged its functions. The Chairman of the Committee will report to the Board after each AuditCommittee meeting. The approved minutes of Audit Committee meetings are forwarded to Boardmembers for information.

In the absence of the Chairman of the Committee, members present shall elect a Chairman forthe meeting from amongst the Independent Directors.

A committee member shall be deemed to be present at a meeting of the Committee if heparticipates by instantaneous telecommunication device and all members of the Committeeparticipating in the meeting of the Committee are able to hear each other and recognize eachothers voice, and for this purpose, participation constitutes prima facie proof of recognition. Forthe purposes of recording attendance, the Chairman or Secretary of the Committee shall mark onthe attendance sheet that the committee member was present and participating by instantaneoustelecommunication device.

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

Minutes of the proceedings at a committee meeting by instantaneous telecommunication devicewill be sufficient evidence of such proceedings and of the observance of all necessary formalitiesif certified as correct minutes by the Chairman of the committee meeting. Instantaneoustelecommunication device means any telecommunication conferencing device with or withoutvisual capacity.

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

19



21/108



Authority

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

1. have explicit authority to investigate any matters of the Company and its subsidiaries, withinits terms of reference, where it deems necessary, investigate any matter referred to it orthat it has come across in respect of a transaction that raises questions of managementintegrity, 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 Officerand to any information pertaining to the Company which it requires in the course ofperforming 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 tosecure the attendance of outsiders with relevant experience and expertise if it considersnecessary; 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.

20



22/108



Functions and Duties

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

(ii) Where the external auditors are removed from office or give notice to the Company oftheir desire to resign as external auditors, the Committee shall ensure that the Companyimmediately notify Bursa Malaysia Securities Bhd (the Exchange) and forward to the

Exchange a copy of any written representations or written explanations of the resignationmade by the external auditors at the same time as copies of such representations orexplanations are submitted to the Registrar of Companies pursuant to section 172A of theCompanies Act 1965.

2. (i) To discuss with the external auditors before the audit commences the nature, scope andany significant problems that may be foreseen in the audit, ensure adequate tests toverify the accounts and procedures of the Company and ensure co-ordination wheremore than one audit firm is involved; and

(ii) To ensure and confirm that the management has placed no restriction on the scope of theaudit.

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 ofthe 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 thefinancial affairs of the Group.

4. To discuss problems and reservations arising from the interim and final audits, and anymatters the auditor may wish to discuss (in the absence of the management wherenecessary).

5. To review all areas of significant financial risks and the arrangements in place to contain theserisks to acceptable levels.

21



23/108


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 thescope and resources of the internal audit functions and ensuring that the internalauditors 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 internalaudit 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 inperforming 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 theinternal audit function;

(ii) To approve any appointment or termination of senior staff member of theinternal audit function; and

(iii) To inform itself of resignations of internal audit staff members and provide theresigning staff member an opportunity to submit his/her reason of resignation.

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

22



24/108



Functions and Duties (Continued)

8. To consider:-

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

in respect of the recurrent related party transactions of revenue or trading naturewhich are subject of a shareholders mandate, prescribe guidelines and reviewprocedures to ascertain that such transactions are in compliance with the terms ofthe shareholders mandate.

9. To report to Bursa Malaysia Securities Berhad (Bursa) on matters reported by it to theBoard that has not been satisfactorily resolved resulting in a breach of the ListingRequirements 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

meetings held

during the year

Number of

meetings

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

23



25/108


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 theaudit fee thereof;

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

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

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

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

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

viii. Reported to and updated the Board on significant issues and concerns discussed during theCommittee 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 Directorsin monitoring and managing risks and internal controls of the Group. A systematic and disciplinedapproach will be used to evaluate and improve the effectiveness of risk management, operationaland internal controls, and compliance with laws and regulations.

The Groups internal audit function is outsourced to a professional service provider firm to assistthe Committee in discharging its duties and responsibilities more effectively. The expensesincurred 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 toprovide an overview on the state of internal control.

24



26/108

STATEMENT OF INTERNAL CONTROL

Introduction

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

Pursuant to paragraph 15.26(b) of the Bursa Malaysia Securities Berhads Main Market ListingRequirements and as guided by the Statement on Internal Control: Guidance for Directors ofPublic Listed Companies (the Guidance), the Board of Directors (the Board) of Apollo FoodHoldings Berhad is pleased to present the following statement on internal controls which outlinesthe 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 theestablishment and maintenance of an appropriate control environment and framework, and reviewof its adequacy and integrity to ensure that the Groups assets and shareholders interests aresafeguarded.

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

Risk Management Framework

The Boards primary objective and direction in managing the Groups principal business risks areto enhance the Groups ability to achieve its business objectives. The principal business risks aremanaged by the internally established Risk Management Committee (RMC) throughidentification of the key business risks and related management action plans to counter the risksidentified.

The RMC manages key business risks faced by the Group through constant communicationamong the members and changes in the key business risks faced by the Group or emergence ofnew 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 reviewthe adequacy and effectiveness of the internal control systems and to monitor the compliance ofestablished policies and procedures. Periodical internal audit reviews were carried out based onthe 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 internalcontrol of the Group. Thereafter, the internal audit review reports are presented directly to the

Audit Committee.

25



27/108

STATEMENT OF INTERNAL CONTROL (Continued)

Other Elements of Internal Control

The following key processes have been established in reviewing the adequacy and integrity of theGroups 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 checksare 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 ensurethat key personnel are equipped with necessary technical knowledge and updates.

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

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

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

Documentation of the Groups key processes in the Operational Manu al, Operational ControlStandard, 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 thereported weaknesses resulted in material losses or contingencies to the Group that would require

separate disclosure in this annual report.

26



28/108

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



29/108

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



30/108

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 April2012.

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 onnewer and modern production machineries are the pre-requisites for our Group to remain competitivein 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 ofnew business opportunities and diversifying our revenue streams. We shall continue to train ouremployees to improve their operational, marketing, management and industrial skills to enhance ourcompetitiveness in this industry.

The Board is confident of maintaining the Groups financial performance under the prevailingchallenging business environment. The Group will strive to ensure that it continues to achievesatisfactory results by implementing prudent measures and improving operational efficiency so as tosustain 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 awardadministered by Business Initiative Directions(B.I.D.) and endorsed by QC 100 Total QualityManagement Model, in June 2011.

29



31/108

CHAIRMANS STATEMENT (Continued)

Appreciation

On behalf of the Board of Directors, we wish to convey our heartfelt appreciation to our loyalshareholders and customers for their continued support and confidence in the Group. We also wouldlike to express our utmost gratitude to our management team and employees for their hard work anddedication over the past year. We look forward to your continued support as we move steadilyforward.

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 ofthe leaders in this industry.

LIANG CHIANG HENG

Executive Chairman29 August 2012

30



32/108

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

31



33/108

32



34/108

DIRECTORS REPORT (Continued)

ISSUE OF SHARES AND DEBENTURESThe 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 ofthe financial year in the shares of the Company and its related corporations during the financial yearwere as follows:

Number of ordinary shares of RM1 each in the Company

1 May 2011 Acquired Disposed 30 Apr 2012Shareholdings in the name of theDirectors:

Liang Chiang Heng 220,000 - - 220,000Liang 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

33



35/108


DIRECTORS INTERESTS(Continued)

Number of ordinary shares of RM1 each in the Company

1 May 2011 Acquired Disposed 30 Apr 2012Shareholdings in which the Directorsare 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 2012Shareholdings in the name of theDirectors:

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, arealso 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 theCompany 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 itssubsidiaries is a party with the object of enabling the Directors to acquire benefits by means of theacquisition 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 receivebenefits (other than benefits included in the aggregate amount of emoluments received or due andreceivable 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 relatedcorporation with the Director or with a firm of which the Director is a member, or with a company inwhich the Director has a substantial financial interest, except as disclosed in Note 28 to the financialstatements.

34



36/108


OTHER STATUTORY INFORMATION

(a) Before the statements of comprehensive income and statements of financial position of theGroup 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 debtsand the making of provision for doubtful debts and satisfied themselves that all knownbad 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 inthe ordinary course of business had been written down to an amount which they mightbe expected so to realise.

(b) At the date of this report, the Directors are not aware of any circumstances which wouldrender:

(i) the amount written off for bad debts in the financial statements of the Group and of theCompany inadequate to any substantial extent or to make any provision for doubtfuldebts 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 andof the Company misleading;

(iii) which has arisen which would render adherence to the existing methods of valuationof 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 ofthe Company which would render any amount stated in the financial statementsmisleading.

(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 theend 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 theend of the financial year.

(d) In the opinion of the Directors:

(i) the results of the Groups and Companys operations during the financial year werenot substantially affected by any item, transaction or event of a material and unusualnature;

(ii) there has not arisen in the interval between the end of the financial year and the dateof this report any item, transaction or event of a material and unusual nature which islikely to affect substantially the results of the operations of the Group and of theCompany for the financial year in which this report is made; and

(iii) no contingent or other liability has become enforceable or is likely to becomeenforceable within the period of twelve months after the end of the financial year whichwill or may substantially affect the ability of the Group or of the Company to meet theirobligations when they fall due.

HOLDING COMPANY

TheCompany is a subsidiary ofKEYNOTE CAPITAL SDN BHD, a company incorporated in Malaysia,which is also regarded by the Directors as the ultimate holding company.

35



37/108


AUDITORS

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

Signed on behalf of the Boardin accordance with a resolution of the Directors

LIANG CHIANG HENG LIANG KIM POH

Johor Bahru

29 August 2012

36



38/108

37

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, dohereby state that in the opinion of the Directors, the accompanying financial statements set outon pages 40 to 99 are drawn up in accordance with the provisions of the Companies Act, 1965and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of thefinancial position of the Group and of the Company as at 30 April 2012 and of their financialperformance 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, inall material respects, in accordance with Guidance on Special Matter No. 1 Determination ofRealised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to BursaMalaysia 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 Boardin 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 ofAPOLLO FOOD HOLDINGS BERHAD, do solemnly and sincerely declare that theaccompanying financial statements set out on pages 40 to 99 are in my opinion, correct and Imake this solemn declaration conscientiously believing the same to be true, and by virtue of theprovisions 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



39/108

INDEPENDENT AUDITORS REPORTTO THE MEMEBERS OF APOLLO FOOD HOLIDNGS BERHAD

REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements ofAPOLLO FOOD HOLDINGS BERHAD, which compriseof 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 significantaccounting 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 atrue and fair view in accordance with Financial Reporting Standards and the Companies Act 1965 inMalaysia, and for such internal control as the Directors determine is necessary to enable thepreparation of financial statements that are free from material misstatement, whether due to fraud orerror.

Auditors Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the financial statements. The procedures selected depend on our judgement, including theassessment of risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, we consider internal control relevant to the entityspreparation of financial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness ofthe entitys internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by the Directors, aswell 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 basisfor our audit opinion.

38



40/108

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 FinancialReporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of thefinancial 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 bekept by the Company and its subsidiaries of which we have acted as auditors have beenproperly kept in accordance with the provisions of the Act.

b) We are satisfied that the accounts of the subsidiaries that have been consolidated with thefinancial statements are in form and content appropriate and proper for the purposes of thepreparation of the financial statements of the Group and we have received satisfactoryinformation and explanations required by us for those purposes.

c) Our audit reports on the accounts of the subsidiaries did not contain any qualification or anyadverse 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 BursaMalaysia Securities Berhad and is not part of the financial statements. The Directors are responsiblefor the preparation of the supplementary information in accordance with Guidance on Special MatterNo. 1 Determination of Realised and Unrealised Profits or Losses in the Context of DisclosuresPursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the MalaysianInstitute of Accountants (the MIA Guidance) and the directive of Bursa Malaysia Secu rities Berhad. Inour opinion, the supplementary information is prepared, in all material respects, in accordance with theMIA 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 toany other person for the content of this report.

REANDA LLKG INTERNATIONAL KOONG LIN LOONGAF 1082 1824/04/13 (J)CHARTEREDACCOUNTANTS PARTNER

Kuala Lumpur

29 August 2012

39



41/108

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 ownersof 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 3,144,648Other 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.


42/108

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 ownersof 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




43/108

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 s tated 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 -


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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FINANCIAL YEAR ENDED 30 APRIL 2012

42




44/108

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


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


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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


43




45/108

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


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 acco

APOLLO AnnuqlReport2012 (2.1MB)

Documents

Transcript of APOLLO AnnuqlReport2012 (2.1MB)