Escolar Documentos
Profissional Documentos
Cultura Documentos
Subject to Completion
Preliminary Offering Memorandum dated November 21, 2013
Offer of up to 1,500,000,000
Common Shares of Par Value Rp100 Each
PT MANDIRI SEKURITAS
IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON NOT FALLING WITHIN THE CATEGORIES OF
PERSONS SET OUT IN SCHEDULES 5, 6 AND 7 OF THE CAPITAL MARKETS AND SERVICES
ACT 2007.
NO APPROVAL, AUTHORISATION OR RECOGNITION OF THE SECURITIES COMMISSION OF
MALAYSIA HAS BEEN OR WILL BE OBTAINED FOR THE OFFER OR INVITATION IN
RESPECT OF THE SHARES ON THE BASIS THAT THE SHARES WILL BE OFFERED OR SOLD
EXCLUSIVELY TO PERSONS OUTSIDE MALAYSIA OR IF WITHIN MALAYSIA THEN ONLY BY
WAY OF DISTRIBUTION OF THE SHARES, THROUGH A HOLDER OF A CAPITAL MARKETS
SERVICES LICENCE CARRYING ON THE BUSINESS OF DEALING IN SECURITIES, TO
CERTAIN PERSONS SPECIFIED IN PARAGRAPH 2(G) OF SCHEDULE 5 OF THE CAPITAL
MARKETS AND SERVICES ACT 2007 (CMSA).
THIS OFFERING MEMORANDUM HAS NOT AND WILL NOT BE REGISTERED WITH THE
SECURITIES COMMISSION OF MALAYSIA ON THE BASIS THAT THE SHARES WILL NOT BE
OFFERED OR SOLD WITHIN MALAYSIA OTHER THAN TO CERTAIN PERSONS SPECIFIED IN
SCHEDULES 6 AND 7 OF THE CMSA (SELECTED QUALIFIED INVESTORS) AND THIS
OFFERING MEMORANDUM IS DEPOSITED WITH THE SECURITIES COMMISSION OF
MALAYSIA IN ACCORDANCE WITH THE CMSA.
THE SECURITIES COMMISSION OF MALAYSIA SHALL NOT BE LIABLE FOR ANY NONDISCLOSURE ON THE PART OF US AND ASSUMES NO RESPONSIBILITY FOR THE
CORRECTNESS OF ANY STATEMENTS MADE OR OPINIONS OR REPORTS EXPRESSED IN
THIS OFFERING MEMORANDUM. SELECTED QUALIFIED INVESTORS SHOULD RELY ON
THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT
PROPOSED HEREIN.
THE SOLE PURPOSE OF THIS OFFERING MEMORANDUM IS TO ASSIST A SELECTED
QUALIFIED INVESTOR IN DECIDING WHETHER IT WISHES TO PROCEED WITH A FURTHER
INVESTIGATION OF THE COMPANY. THE INFORMATION IN THIS OFFERING
MEMORANDUM IS PROVIDED AS AT THE DATE OF THIS MEMORANDUM, EACH RECIPIENT
OF THIS OFFERING MEMORANDUM ACKNOWLEDGES THAT THE INFORMATION
CONTAINED HEREIN SHALL UNDER NO CIRCUMSTANCES BE RELIED ON IN MAKING A
DECISION TO SUBSCRIBE FOR THE SHARES. FURTHER, NO REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE IN OR IN RELATION TO, AND NO
RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE JOINT LEAD
UNDERWRITERS OR ANY ADVISER NAMED IN THIS OFFERING MEMORANDUM OR ANY OF
THEIR RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS OR OTHER OFFICERS
OR REPRESENTATIVES AS TO THE ACCURACY OF COMPLETENESS OF, THIS OFFERING
MEMORANDUM OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO
ANY INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFOR IS HEREBY
EXPRESSLY DISCLAIMED.
UNDER NO CIRCUMSTANCES SHALL THIS OFFERING MEMORANDUM CONSTITUTE AN
OFFER FOR SUBSCRIPTION OR PURCHASE OF, OR AN INVITATION TO SUBSCRIBE FOR OR
PURCHASE SECURITIES AND NOTHING CONTAINED IN THIS OFFERING MEMORANDUM
SHALL FORM THE BASIS OF ANY CONTRACT, COMMITMENT OR INVESTMENT DECISION
WHATSOEVER.
THIS OFFERING MEMORANDUM IS BEING FURNISHED TO THE RECIPIENT ON A STRICTLY
PRIVATE AND CONFIDENTIAL BASIS AND SOLELY FOR THE RECIPIENTS INFORMATION
AND MAY NOT BE REPRODUCED, DISCLOSED OR DISTRIBUTED (IN WHOLE OR IN PART)
TO ANY OTHER PERSON AT ANY TIME.
OMM_ASIA:3198572.3
TABLE OF CONTENTS
Enforcement of Civil Liabilities .............................................................................................................. 4
Forward-Looking Statements ............................................................................................................... 4
Summary of the Offer ........................................................................................................................... 6
Additional Rrisk Factors ........................................................................................................................ 7
Securities Underwriting and Plan of Distribution .................................................................................. 11
Transfer Restrictions ............................................................................................................................. 12
Selling Restrictions ............................................................................................................................... 13
The Securities Market of Indonesia ...................................................................................................... 15
Indonesian Foreign Exchange Regulations .......................................................................................... 17
Exchange Rate Information .................................................................................................................. 18
This Offering Memorandum is being furnished to investors by the Company in connection with an
offering exempt from registration under the U.S. Securities Act solely for the purpose of enabling a
prospective investor to consider the purchase of the Shares as described in this Offering
Memorandum. The information contained in this Offering Memorandum has been provided by the
Company and other sources identified in this Offering Memorandum. No representation or warranty,
express or implied, is made by the Joint Lead Underwriters or any adviser named in this Offering
Memorandum or any of their respective affiliates, agents, employees, directors or other officers or
representatives as to the accuracy or completeness of such information. Nothing contained in this
Offering Memorandum is, or shall be relied upon as, a promise or representation by the Joint Lead
Underwriters or any such advisers, affiliates, agents, employees, directors or other officers or
representatives. Each Joint Lead Underwriter expressly disclaims any and all liability that may be
based on such information, errors or omissions in this Offering Memorandum. No person is authorized
to give any information or to make any representation in connection with this Offer or sale of the
Shares other than as contained in this Offering Memorandum and, if given or made, such information
must not be relied on as having been authorized by the Company, the Joint Lead Underwriters or any
of their affiliates or representatives. Neither the delivery of this Offering Memorandum nor the offer of
the Shares shall, under any circumstances, constitute a representation or create any implication that
there has been no change in the matters concerning the Company since the date of this Offering
Memorandum or that any information contained in this Offering Memorandum is correct at any time
subsequent to the date of this Offering Memorandum. By accepting delivery of this Offering
Memorandum, each offeree of the Shares agrees to the foregoing.
In making an investment decision, investors must rely on their own examination of this Offering
Memorandum, including the merits and risks involved. The contents of this Offering Memorandum are
not to be construed as legal, business or tax advice. Each prospective investor should consult its own
attorney, business adviser and tax adviser as to legal, business or tax advice. The Shares have not
been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, or
the securities commission of any other jurisdiction or regulatory authority (including the Monetary
Authority of Singapore or the Securities and Futures Commission of Hong Kong). None of these
authorities have passed on or endorsed the merits of the Offer or the accuracy or adequacy of this
Offering Memorandum. Any representation to the contrary may be a violation of the laws of the United
States and/or any other jurisdiction.
This Offering Memorandum is personal to the offeree to whom it has been delivered and does not
constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire
the Shares.
Receipt and acceptance of this Offering Memorandum shall constitute the agreement of the recipient
(1) to maintain the confidentiality of the information contained in this Offering Memorandum and any
other information that may be subsequently provided by the Company, any Joint Lead Underwriter or
any of their respective representatives, either orally or in writing, (2) that any reproduction or
distribution of this Offering Memorandum or of any other information that the Company, any Joint
Lead Underwriter or any of their respective representatives may subsequently provide, in whole or in
part, or any disclosure of any of the contents hereof or thereof to any other person other than
authorized representatives, agents and advisors of the recipient hereof, or any use of such materials
for any purpose other than to evaluate an investment decision in the Shares, is strictly prohibited, and
(3) if such recipient determines not to proceed with the investigation of an investment in the Shares,
or if the Offer is terminated, to return to the Joint Lead Underwriters this Offering Memorandum and
any other information that the Company, any Joint Lead Underwriter or any of their representatives
may subsequently provide to the recipient. This Offering Memorandum has been prepared for
informational purposes relating to the Offer only and upon the express understanding that it will be
used only for the purpose set forth above.
This Offering Memorandum does not constitute an offer of, or an invitation by, or on behalf of, the
Company or the Joint Lead Underwriters to subscribe for, or purchase, any of the Shares and may not
be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any
circumstances in which such an offer or solicitation is not authorized or is unlawful. Neither the
delivery of this Offering Memorandum nor any sale made hereunder shall, under any circumstances,
constitute a representation or create any implication that there has been no change in the Companys
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affairs since the date hereof or that the information contained herein is correct as of any time
subsequent to its date.
The distribution of this Offering Memorandum and the offer and sale of the Shares may be restricted
by law in certain jurisdictions. Persons into whose possession this Offering Memorandum or any of
the Shares comes must inform themselves about, and observe, any applicable restrictions. For more
information, please see Securities Underwriting and Plan of Distribution, Transfer Restrictions and
Selling Restrictions in this Offering Memorandum.
This Offering Memorandum does not constitute an offer to sell or a solicitation of an offer to buy any of
the Shares to any person in any jurisdiction where it is unlawful to make such an offer or solicitation.
No person shall purchase any Shares in the Offer unless such person is eligible to acquire the Shares
in the Company in accordance with all applicable laws, rules, regulations, guidelines and approvals.
Prospective investors will be required to confirm and will be deemed to have represented to the
Company, the Joint Lead Underwriters and their respective directors, officers, agents, affiliates and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and
approvals to acquire the Shares in the Company and will not offer, sell, pledge or transfer the Shares
of the Company to any person who is not eligible under applicable laws, rules, regulations, guidelines
and approvals to acquire the Shares in the Company. The Company, the Joint Lead Underwriters and
their respective directors, officers, agents, affiliates and representatives accept no responsibility or
liability for advising any investor whether such investor is eligible to acquire the Shares in the
Company.
Information on the Company or the Joint Lead Underwriters appearing on any website is not part of
this Offering Memorandum.
This Offering Memorandum has been prepared for informational purposes relating to the Institutional
Offer outside Indonesia only and upon the express understanding that it and the attached English
Prospectus will be used for only the purpose set forth above.
Capitalized terms used in this Offering Memorandum that are not otherwise defined herein shall have
the same meaning ascribed to such terms in the attached English Prospectus.
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AVAILABLE INFORMATION
The Company will be required to comply with the regulations, including information requirements, of
IDX and the Financial Services Authority (Otoritas Jasa Keuangan, or OJK), the securities regulator
in Indonesia.
enforce any judgments in courts obtained outside Indonesia, including judgments based upon the
securities laws of other countries, against the Company, the Company and/or any other entity
involved in the management of the Company.
Indonesian courts will not enforce any judgment or order obtained outside Indonesia, but a judgment
or order from a foreign court may, in the discretion of a court in Indonesia, be admitted as evidence of
an obligation in a new proceeding instituted in an Indonesian court, which would consider the issue on
the evidence before it. Thus, to the extent investors are entitled to bring legal action against the
Company, investors may be limited in their remedies, and recoveries, if any, in any Indonesian
proceedings may be limited at the relevant courts discretion.
FORWARD-LOOKING STATEMENTS
Certain statements in this Offering Memorandum may constitute forward-looking statements. Such
forward-looking statements are based on the beliefs of the Companys management as well as
assumptions based on information available to the Company. Investors are cautioned not to rely on
these forward-looking statements. When used in this Offering Memorandum, the use of words such as
may, will, would, could, believe, expect, anticipate, intend, estimate, aim, plan,
forecast or other similar expressions, as they relate to the Company or its management, are
intended to identify forward-looking statements. Such forward-looking statements reflect the
Companys current views with respect to future events and are subject to certain risks, uncertainties
and assumptions. Many factors could cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or achievements that may be
expressed or implied by such forward-looking statements. These factors (which are discussed in
Chapter VI of the English Prospectus and Chapter VI of the Indonesian Prospectus) include, without
limitation:
x
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risks associated with the relatively limited number of Shares offered in the Offer
risks associated with the Companys ability to distribute dividends in the future
Forward-looking statements involve risks, uncertainties and assumptions. If one or more of these risks
or uncertainties occur, or if the underlying assumptions prove incorrect, the Companys actual results
may vary materially from the forward-looking statements contained in this Offering Memorandum. The
Company undertakes no obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
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Shares Offered:
Offer Price:
Issue Size:
Dividend Policy:
Use of Proceeds:
Listing:
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In 2004, Indonesians directly elected the President, Vice-President and representatives to the
Indonesian parliament for the first time. Indonesians have also started directly electing heads and
representatives of local and regional governments. In April 2009, elections were held to elect
representatives to the Indonesian parliament (including national, regional and local representatives).
Indonesian presidential elections, held in July 2009, resulted in the re-election of President
Yudhoyono. Although parliamentary and presidential elections proceeded smoothly in 2004 and 2009,
political and related social developments in Indonesia have been unpredictable in the past. The next
parliamentary and presidential elections will occur in 2014, and President Yudhoyono will not be
eligible to stand for reelection, which could lead to further political uncertainty or instability. There can
be no assurance that social and civil disturbances will not occur in the future and on a wider scale, or
that any such disturbances will not, directly or indirectly, materially and adversely affect our business,
financial condition, results of operations and prospects.
A slowdown in global or Indonesian economic growth or economic contraction could
adversely affect us and our business, financial condition and results of operations.
Our performance is significantly dependent on the health of the overall global and Indonesian
economy. The economic crisis that affected South East Asia, including Indonesia, from mid-1997 was
characterized in Indonesia by, among other effects, currency depreciation, negative economic growth,
high interest rates, social unrest and extraordinary political developments. These conditions had a
material adverse effect on Indonesian businesses. The economic crisis resulted in the failure of many
Indonesian companies to repay their debts when due.
Indonesian financial markets and the Indonesian economy are also influenced by economic and
market conditions in other countries. The global financial crisis that began in 2008 had a significant
impact on certain segments of the Indonesian economy as well as the stability of Indonesian financial
markets, as evidenced by the decrease in Indonesias real GDP growth rate from 6.3% in 2007 and
6.0% in 2008 to 4.5% in 2009, based on data from BPS. A loss of investor confidence in the financial
systems of emerging or other markets may cause increased volatility in Indonesian financial markets
which may, in turn, adversely affect the Indonesian economy in general. Any worldwide financial
instability could also have a negative impact on the Indonesian economy, which could have an
adverse effect on our business, financial condition, results of operations and prospects. There can be
no assurance that the recent improvement in economic condition will continue or that adverse
economic conditions will not recur. Such developments could have a material adverse effect on our
Company and our business, financial condition, results of operations and prospects.
Downgrades of credit ratings of Indonesia could adversely affect the Indonesian financial
market and our ability to finance operations and grow.
In 1997, certain international credit rating agencies, including Moodys, S&P and Fitch, downgraded
Indonesias sovereign rating and the credit ratings of various credit instruments of the Government of
Indonesia, a large number of Indonesian banks and other companies. Currently, Indonesias
sovereign foreign currency long-term debt is rated Baa3 by Moodys (upgraded from Ba1 on
January 18, 2012), BB+ by S&P (upgraded from BB on April 8, 2011 and affirmed on April 23,
2012) and BBB- by Fitch (ungraded from BB+" on December 15, 2011 and affirmed on November
22, 2012), and its sovereign foreign currency short-term debt is rated B by S&P and F3 by Fitch.
Even though the recent trend in Indonesian sovereign ratings has been positive, we cannot assure
you that Moodys, S&P, Fitch or any other international credit rating agency will not downgrade the
credit ratings of Indonesia. Any such downgrade could have an adverse impact on liquidity in
Indonesian financial markets, the ability of the Government of Indonesia and Indonesian companies,
including our Company, to raise additional financing and the interest rates and other commercial
terms at which such additional financing is available to us, any of which in turn may have a negative
effect on our ability to finance operations and growth.
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Indonesian judges operate in an inquisitorial legal system and have very broad fact-finding powers
and a high level of discretion in relation to the manner in which those powers are exercised. As a
result, the administration and enforcement of laws and regulations by Indonesian courts and
Indonesian governmental agencies may be subject to considerable discretion, uncertainty and
inconsistency. Furthermore, corruption in the court system in Indonesia has been widely reported in
publicly available sources.
Indonesian legal principles relating to the rights of shareholders, or their practical implementation by
Indonesian courts, differ from those that would apply within the United States or the European Union.
Absent a binding precedent system, the rights of shareholders under Indonesian law might not be as
clearly evident as in most United States and European Union jurisdictions. In addition, under
Indonesian law, companies may have rights and defenses to actions filed by shareholders that these
companies would not have in jurisdictions such as the United States and European Union member
states.
Overseas shareholders may not be able to participate in future rights offerings or certain other
equity issues we may make.
If we offer or cause to be offered to our shareholders rights to subscribe for additional Shares or any
right of any other nature, we will have discretion as to the procedure to be followed in making such
rights available to our shareholders or in disposing of such rights for the benefit of our shareholders
and making the net proceeds available to such shareholders. To the extent permitted by Indonesian
law, we may choose not to offer such rights or other equity issues to those of our shareholders having
an address in a jurisdiction where such an offering would require registration or would otherwise be
restricted, or we may choose not to permit such shareholders to exercise their rights in this respect.
The regulations governing Indonesian securities markets differ from those in other markets,
which may cause the market price of our shares to be more volatile.
Indonesian securities markets are less liquid and relatively more volatile compared to securities
markets in certain other countries. IDX, on which our Shares will be listed, has in the past experienced
substantial fluctuations in the prices of listed securities. IDX has experienced some problems which,
were they to continue or recur, could affect the market price and liquidity of the securities of
Indonesian companies, including our Shares. These problems have included closures of exchanges,
broker defaults and strikes, settlement delays, and the bombing of the IDX building. In addition, the
governing bodies of Indonesian stock exchanges have from time to time imposed restrictions on
trading in certain securities, limitations on price movements and margin requirements. The levels of
regulation and monitoring of the Indonesian securities markets and the activities of investors, brokers
and other market participants are not the same as in certain other countries. In addition, the ability to
sell and settle trades on IDX may be subject to delays. In light of the foregoing, there can be no
assurance that a holder of our Shares will be able to dispose of its Shares at the prices or times that
would be available to such holder in a more liquid or less volatile market. There may also be less
information publicly available about Indonesian companies than is regularly made available by public
companies listed on other markets. Any of these factors could adversely affect the trading price of our
Shares.
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Entity
Joint Lead Underwriters
PT Kresna Graha Sekurindo Tbk
PT Mandiri Sekuritas
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Subtotal
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[]
[]
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[]
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[]
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[]
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[]
[]
[]
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Subtotal
[]
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TOTAL
[]
100.00%
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11
Offering Period
The Offering Period is expected to be from December 9, 2013 to December 12, 2013. Listing of the
Shares on IDX is expected to commence on December 18, 2013.
TRANSFER RESTRICTIONS
Due to the following restrictions, investors are advised to consult with legal counsel prior to making
any resale, pledge or transfer of the Shares.
The Shares have not been and will not be registered under the U.S. Securities Act and may not be
offered or sold within the United States except in certain transactions exempt from the registration
requirements of the U.S. Securities Act.
Each purchaser of the Shares, by accepting delivery of this Offering Memorandum and subscribing for
Shares, represents, agrees and acknowledges that:
x
It is authorized to consummate the purchase of the Shares in compliance with all applicable laws
and regulations.
It certifies that either (A) it is, or at the time the Shares are purchased will be, the beneficial owner
of the Shares and it is purchasing the Shares in an offshore transaction (within the meaning of
Regulation S) or (B) it is a broker-dealer acting on behalf of its customer and its customer has
confirmed to it that (i) such customer is, or at the time the Shares are purchased will be, the
beneficial owner of the Shares, and (ii) such customer is purchasing the Shares in an offshore
transaction (within the meaning of Regulation S).
It is eligible under all applicable laws, rules, regulations, guidelines and approvals, to acquire the
Shares of the Company, and will comply with such laws, rules, regulations, guidelines and
approvals in any sale, pledge or transfer of the Shares of the Company.
It acknowledges that the Company, the Joint Lead Underwriters, their affiliates and others will rely
upon the truth and accuracy of the foregoing acknowledgements, representations and
agreements and agrees that, if any of such acknowledgements, representations or agreements
are no longer accurate, it will promptly notify the Company and the Joint Lead Underwriters, and if
it is acquiring any Shares as a fiduciary or agent for one or more accounts, it represents that it
has sole investment discretion with respect to each such account and that it has full power to
make the foregoing acknowledgements, representations and agreements on behalf of each such
account.
Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with
the above-stated restrictions will not be recognized by the Company.
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SELLING RESTRICTIONS
This Offering Memorandum does not constitute an offer, solicitation or invitation to subscribe for
and/or purchase the Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful
or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation.
The Shares are being offered and sold outside the United States in an offshore transaction (as
defined in Regulation S) in compliance with Regulation S. No action has been or will be taken under
the requirements of the legislation or regulations of, or of the legal or regulatory authorities of, the
United States or any other jurisdictions, except that in Indonesia in order to permit the Indonesian
Offer and that in Malaysia in order to permit the Institutional Offer in Malaysia. The distribution of this
Offering Memorandum and the offering of the Shares in jurisdictions other than Indonesia may be
prohibited or restricted by the relevant laws in such jurisdictions. Persons who may come into
possession of this Offering Memorandum are required by the Company and the Joint Lead
Underwriters to inform themselves about, and to observe and comply with, any such prohibitions or
restrictions at their own expense and without liability to the Company and the Joint Lead Underwriters.
Persons to whom a copy of this Offering Memorandum has been issued shall not circulate to any
other person, reproduce or otherwise distribute this Offering Memorandum or any information herein
for any purpose whatsoever nor permit or cause the same to occur.
Hong Kong
This Offering Memorandum has not been reviewed or approved by any regulatory authority in Hong
Kong. In particular, this Offering Memorandum has not been, and will not be, registered as a
prospectus in Hong Kong under the Companies Ordinance (Cap 32) (CO) nor has it been
authorized by the Securities and Futures Commission (SFC) in Hong Kong pursuant to the
Securities and Futures Ordinance (Cap 571) (SFO). Recipients are advised to exercise caution in
relation to the Offer. If recipients are in any doubt about any of the contents of this Offering
Memorandum, they should obtain independent professional advice.
This Offering Memorandum does not constitute an offer or invitation to the public in Hong Kong to
acquire any Shares nor an advertisement of the Shares in Hong Kong. This Offering Memorandum
must not be issued, circulated or distributed in Hong Kong other than:
to professional investors within the meaning of the SFO and any rules made under that
ordinance (Professional Investors); or
in other circumstances which do not result in this Offering Memorandum being a prospectus as
defined in the CO nor constitute an offer to the public which requires authorization by the SFC
under the SFO.
Unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession
for issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to
the Shares, which is directed at, or the content of which is likely to be accessed or read by, the public
of Hong Kong other than with respect to the Shares which are or are intended to be disposed of only
to persons outside Hong Kong or only to Professional Investors.
Any offer of the Shares will be personal to the person to whom relevant offer documents are delivered,
and a subscription for the Shares will only be accepted from such person. No person who has
received a copy of this Offering Memorandum may issue, circulate or distribute this Offering
Memorandum in Hong Kong or make or give a copy of this Offering Memorandum to any other person.
No person allotted Shares may sell, or offer to sell, such Shares to the public in Hong Kong within six
months following the date of issue of such Shares.
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Malaysia
No approval, authorisation or recognition of the Securities Commission of Malaysia has been or will
be obtained for the offer or invitation in respect of the Shares on the basis that the Shares will be
offered or sold exclusively to persons outside Malaysia or if within Malaysia then only by way of
distribution of the Shares, through a holder of a Capital Markets Services Licence carrying on the
business of dealing in securities, to certain persons specified in paragraph 2(g) of Schedule 5 of the
Capital Markets and Services Act 2007 (CMSA).
This Offering Memorandum has not and will not be registered with the Securities Commission of
Malaysia on the basis that the Shares will not be offered or sold within Malaysia [other than to certain
persons specified in Schedules 6 and 7 of the CMSA and this Offering Memorandum is deposited with
the Securities Commission of Malaysia in accordance with the CMSA.
The Securities Commission of Malaysia shall not be liable for any non-disclosure on the part of us and
assumes no responsibility for the correctness of any statements made or opinions or reports
expressed in this Offering Memorandum. Investors should rely on their own evaluation to assess the
merits and risks of the investment proposed herein.
Singapore
This Offering Memorandum has not been and will not be registered as a prospectus with the Monetary
Authority of Singapore (MAS) under the Securities and Futures Act (Chapter 289) of Singapore
(SFA). Accordingly, the Shares may not be offered or sold, or made the subject of an invitation for
subscription or purchase nor may the Offering Memorandum or any other document or material in
connection with the offer or sale, or invitation for subscription or purchase of the Shares be circulated
or distributed, whether directly or indirectly, to the public or any member of the public in Singapore
other than to (i) an institutional investor within the meaning of Section 274 of the SFA and in
accordance with the conditions of an exemption invoked under Section 274, (ii) to a relevant person
under Section 275(1) of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions
of, any other applicable provision of the SFA.
Any transfer or on-selling of the Shares is subject to applicable on-selling restrictions and must meet
the requirements set out in the SFA.
United States of America
The Shares have not been and will not be registered under the U.S. Securities Act and may not be
offered or sold within the United States except in certain transactions exempt from the registration
requirements of the U.S. Securities Act.
The Shares are being offered and sold only outside the United States in offshore transactions in
accordance with Regulation S. Each person who purchases Shares outside the United States in
compliance with Regulation S, by its acceptance of this Offering Memorandum and the Shares, will be
deemed to have acknowledged, represented to and agreed with the Company and the Joint Lead
Underwriters as follows:
(1)
Such purchaser of the Shares is, or at the time of its acquisition of the Shares will be, the
beneficial owner of the Shares purchased by it.
(2)
At the time of its acquisition of the Shares, such purchaser is not resident in the United States.
(3)
at the time the buy order for the Shares was originated, the purchaser was outside
the United States or the purchaser of the Shares and any person acting on its behalf
reasonably believed that the purchaser was outside the United States; or
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(b)
the transaction in the Shares was executed in, on or through the facilities of a
designated offshore securities market as defined in Regulation S (including, for the
avoidance of doubt, a bona fide sale on IDX).
(4)
Such purchaser of the Shares is not an affiliate of the Company or acting on our behalf or on
behalf of any such affiliate.
(5)
Neither the purchaser of the Shares, any of its affiliates nor any person acting on its or their
behalf, has made, and the purchase of the Shares is not the result of, any directed selling
efforts (as defined in Regulation S) in the United States with respect to the Shares.
(6)
The proposed transfer of the Shares is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act.
(7)
The purchaser is aware that the Shares may not be offered, sold, pledged or otherwise
transferred except in an offshore transaction in compliance with Regulation S.
(9)
Each purchaser of the Shares agrees that the Company and the Joint Lead Underwriters,
their respective affiliates and their respective agents may rely upon the truth and accuracy of
the foregoing acknowledgments, representations and agreements.
(10)
In addition, each prospective purchaser of the Shares, by its acceptance thereof, will be
deemed to have acknowledged, represented to and agreed with the Company and the Joint
Lead Underwriters as follows:
(a)
that none of the Company and the Joint Lead Underwriters or any person
representing the Company and the Joint Lead Underwriters has made any
representation or provided any information to it with respect to the Company or the
offering or sale of the Shares, other than the information contained or incorporated by
reference in the Offering Memorandum, which has been delivered to it and upon
which it is relying in making its investment decision with respect to the Shares; and it
has had access to such financial and other information concerning the Company and
the Shares as it has deemed necessary in connection with its decision to purchase
the Shares.
(b)
that the Company and the Joint Lead Underwriters and others will rely upon the truth
and accuracy of the acknowledgments, representations and agreements made by
each perspective purchaser, and such prospective purchaser agrees that, if any of
the acknowledgments, representations or agreements deemed to have been made by
it through its purchase of the Shares are no longer accurate, it shall promptly notify
the Company and the Joint Lead Underwriters; and if it is acquiring any Shares as
fiduciary or agent for one or more investor accounts, it represents that it has sole
investment discretion with respect to each such account and that it has full power to
make the foregoing acknowledgments, representations and agreements on behalf of
each such account.
Each Joint Lead Underwriter has represented that it has not entered and agreed that it will not enter
into any contractual arrangement with any distributor with respect to the distribution of the Shares,
except its affiliates or with the prior written consent of the Company.
Terms used in this section have the meanings given to them by Regulation S.
W-16
OMM_ASIA:3198572.3
15
16 16
W-18
OMM_ASIA:3198572.3
17
11. Non-bank financial institutions that do not fall within categories (1) to (10), with:
a. total assets of at least Rp100,000,000,000.- (one hundred billion Rupiah), or
b. revenue during a 1 year period of at least Rp100,000,000,000.- (one hundred billion Rupiah);
whichever is fulfilled earlier.
Exchange Rate System
Bank Indonesia implements the exchange rate system determined by the Government of Indonesia,
based on proposals submitted by Bank Indonesia. Pursuant to Law 24 and Law No. 2 of 2008, as
amended by Law No. 6 of 2009 (Law 2), the exchange rate system to be applied in Indonesia may
be in the form of a fixed exchange rate, floating exchange rate or controlled floating exchange rate
system. Law 2 assigns Bank Indonesia with a principal duty to reach and maintain the stability of the
Rupiah. In this respect, Bank Indonesia is authorised to intervene in the foreign exchange market in
order to maintain the stability of the Rupiah. Prior to August 1997 Bank Indonesia maintained the
value of the Rupiah based on a basket of foreign currencies, the composition of which was based on
Indonesias main trading partner countries. In July 1997 the exchange rate band was widened and on
August 14, 1997 Bank Indonesia adopted a floating exchange rate system without indicating at what
level Bank Indonesia would intervene in the currency markets.
More information is available from www.bi.go.id.
W-19
OMM_ASIA:3198572.3
18 18
At Period End
High (1)
Low (1)
2000
9,595
9,595
7,425
2001
10,400
11,675
9,450
2002
8,940
10,320
8,730
2003
8,465
8,908
8,285
2004
9,290
9,415
8,441
2005
9,830
10,310
9,165
2006
9,020
9,395
8,775
2007
9,419
9,419
8,828
2008
10,950
12,151
9,051
2009
9,400
12,065
9,293
2010
8,991
9,413
8,909
2011
8,709
9,068
8,708
2012
9,670
9,707
8,892
January 2013
9,698
9,740
9,635
February 2013
9,667
9,725
9,634
March 2013
9,719
9,745
9,678
April 2013
9,722
9,756
9,688
May 2013
9,802
9,811
9,728
June 2013
9,929
9,960
9,790
July 2013
10,278
10,278
9,934
August 2013
10,924
10,950
10,287
September 2013
11,613
11,613
10,922
October 2013
11,234
11,593
11,076
11,644
11,644
11,354
Source: www.bi.go.id
(1) The high and low amounts are determined based on the Bank Indonesia middle exchange rate at the end of
each month announced by Bank Indonesia during the period indicated.
W-20
OMM_ASIA:3198572.3
19
20
Preliminary Prospectus
JADWAL SEMENTARA
INFORMATION IN THIS DOCUMENT IS STILL SUBJECT TO FURTHER COMPLETION AND/OR AMENDMENTS. THE REGISTRATION STATEMENT OF THE
SHARES HAS OJK
BEENTIDAK
SUBMITTED
TO THE FINANCIAL
SERVICES
AUTHORITY
(OJK)
BUTMENYETUJUI
HAS YET TO RECEIVE
THE
EFFECTIVE
STATEMENT FROM
MEMBERIKAN
PERNYATAAN
MENYETUJUI
ATAU
TIDAK
EFEK INI,
TIDAK
JUGA MENYATAKAN
KEBENARAN
THE OJK. THIS
DOCUMENT
SHALL ONLY
BE USED WITHINI.
REGARD
TO PERNYATAAN
PRELIMINARY OFFERING
OF THE SHARES. DENGAN
THE SHARES
ARE NOT
TRADED ADALAH
ATAU
KECUKUPAN
ISI PROSPEKTUS
SETIAP
YANG BERTENTANGAN
HAL-HAL
TERSEBUT
BEFORE THE REGISTRATION
STATEMENT SUBMITTED
PERBUATAN MELANGGAR
HUKUM. TO OJK BECOMES EFFECTIVE. SUBSCRIPTION OF SHARES SHALL ONLY BE EXERCISED AFTER
PROSPECTIVE BUYERS OR SUBSCRIBERS HAVE RECEIVED OR HAVE ACCESS TO THE PROSPECTUS.
PT NOT
INDUSTRI
JAMU
DAN FARMASI
SIDO MUNCUL
(PERSEROAN)
DAN PENJAMIN
EMISI
EFEK BERTANGGUNG
THE OJK DOES
GIVE ITS
APPROVAL
OR DISAPPROVAL
OF THETBK
SHARES
DESCRIBED HEREIN,
NOR DOESPELAKSANA
IT CONFIRM THE
ACCURACY
OR
JAWAB SEPENUHNYA ATAS KEBENARAN SEMUA INFORMASI ATAU FAKTA MATERIAL, SERTA KEJUJURAN PENDAPAT YANG
COMPLETENESS OF THIS PROSPECTUS. ANY STATEMENT WHICH IS CONTRADICTORY TO THE SAME SHALL CONSTITUTE AN UNLAWFUL ACT.
TERCANTUM DALAM PROSPEKTUS INI.
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL TBK (THE COMPANY) AND THE JOINT LEAD UNDERWRITERS ARE FULLY RESPONSIBLE FOR THE
ACCURACY OF
ALL INFORMATION
OR MATERIAL
FACTSINI
AND
THE ACCURACY
OF OPINIONS
CONTAINED
THIS
PROSPECTUS.
SAHAM-SAHAM
YANG
DITAWARKAN
SELURUHNYA
AKAN
DICATATKAN
PADAINPT
BURSA
EFEK INDONESIA.
ALL OF THE OFFERED SHARES WILL BE LISTED ON THE INDONESIA STOCK EXCHANGE (IDX).
PT INDUSTRI
JAMU
DANIndonesia
FARMASI SIDO MUNCUL Tbk
Domiciled
in Semarang,
Head Office:
Kegiatan Usaha Utama:
MenaraBergerak
Suara Merdeka
Building,
16thindustri
Floor jamu dan farmasi
dalam bidang
usaha
Jl Pandanaran
No.30
Berkedudukan
di Semarang, Indonesia
Semarang 50134, Indonesia
Kantor Pusat:
Phone:
(+6224)
7692-8811
Gedung
Menara
Suara Merdeka Lantai 16
Jl Pandanaran No.30
Fax: (+6224) 7692-8815
Semarang 50134, Indonesia
Website: www.sidomuncul.com
Telepon: (+6224) 7692-8811
Factory:
Faksimili: (+6224) 7692-8815
Website:
www.sidomuncul.com
Jl Soekarno
Hatta km
28
Kecamatan Bergas, Klepu
Pabrik:
Semarang 50552, Indonesia
Jl Soekarno Hatta km 28
Phone: (+62298)
523-515
Kecamatan Bergas, Klepu
Fax: (+62298)
523-509
Semarang
50552, Indonesia
Telepon: (+62298) 523-515
Faksimili:
(+62298) 523-509
INITIAL PUBLIC
OFFERING
PT Mandiri Sekuritas
PT Mandiri
PENJAMIN EMISI
EFEK Sekuritas
UNDERWRITERS
To Be Determined
RISIKO UTAMA YANG DIHADAPI PERSEROAN ADALAH RISIKO FLUKTUASI HARGA BAHAN BAKU DIKARENAKAN FAKTOR ALAM.
THE PRIMARYRISIKO
RISK FACED
BY THE
COMPANY SELENGKAPNYA
IS THE RISK OF FLUCTUATION
IN RAWPADA
MATERIAL
DUE TO
FORCES OF NATURE.
THE COMPLETE
USAHA
PERSEROAN
DICANTUMKAN
BABPRICES
VI DALAM
PROSPEKTUS
INI.
RISKS FACED BY THE COMPANY ARE DETAILED IN CHAPTER VI OF THIS PROSPECTUS.
RISIKO TERKAIT KEPEMILIKAN ATAS SAHAM PERSEROAN, YAITU TIDAK LIKUIDNYA SAHAM YANG DITAWARKAN PADA
This Preliminary 21
Prospectus is issued in Jakarta on 18 November 2013
PT Industri Jamu dan Farmasi Sido Muncul Tbk (hereinafter referred to in this Prospectus as the Company) has
filed a Registration Statement with regard to this Initial Public Offering to Financial Services Authority (Otoritas Jasa
Keuangan or the OJK) in Jakarta by virtue of letter No. 031/IPO/X/2013 dated 10 October 2013, in accordance with
the requirements as set forth in Law No. 8 year 1995 dated 10 November 1995 regarding the Capital Market, that was
announced in the State Gazzette of the Republic of Indonesia No. 64 Year 1995, Supplemental No. 3608 (hereinafter
referred to as the Capital Market Law) and the implementing regulations and amendments thereof.
The offered shares in this Initial Public Offering are to be registered on the IDX in accordance with the Preliminary
Securities Registration Agreement entered into between the Company and IDX on 24 July 2013, subject to the
satisfaction of the registration requirements as determined by the IDX, among others concerning the number of
individual and institutional Shareholders at IDX and each Shareholder holding at least 1 (one) unit of share. In the
event that the share registration requirements are not met, the Initial Public Offering shall be null and void by law and
the subscription fund received shall be returned to the subscribers in accordance with the provisions of the Capital
Market Law and its implementing regulations.
For the purpose of this Initial Public Offering, the Company, the Joint Lead Underwriters, Underwriters and the Capital
Market Supporting Professions are fully responsible for the accuracy of data, accuracy of opinions, statements and
reports presented in the Prospectus pursuant to their respective areas of duty in accordance with the prevailing
regulations applicable in the territory of the Republic of Indonesia as well as their respective code of ethics, norms and
standards of profession.
In connection with the Initial Public Offering, every affiliated party shall not give any statement or remarks or explanation
whatsoever with regard to matters that have not been disclosed in this Prospectus without the prior written approval
from the Company and the Joint Lead Underwriters.
PT Kresna Graha Sekurindo Tbk and PT Mandiri Sekuritas as Joint Lead Underwriters, as well as the Capital Market
Supporting Institutions and Professions with regard to this Initial Public Offering are not affiliated with the Company,
either direct or indirectly, in accordance with the definition of Affiliate as set forth in the Capital Market Law. Further
description regarding relationship of affiliate is described in Chapter XIV regarding Underwriting and Chapter XV
regarding Capital Market Supporting Institutions and Professions.
THIS INITIAL PUBLIC OFFERING IS NOT REGISTERED UNDER ANY LAW OR REGULATION OTHER THAN
THOSE APPLICABLE IN THE REPUBLIC OF INDONESIA. WITH RESPECT TO ANY PERSON OUTSIDE OF
THE REPUBLIC OF INDONESIA RECEIVING THIS PROSPECTUS, THIS PROSPECTUS IS NOT MEANT AS
AN OFFER DOCUMENT TO PURCHASE THE SHARES, EXCEPT WHERE SUCH OFFER AND PURCHASE
OF SHARES DO NOT CONTRADICT, OR DO NOT CONSTITUTE A VIOLATION UNDER, THE LAWS AND
REGULATIONS PREVAILING IN SUCH COUNTRY.
THE COMPANY HAS DISCLOSED ALL MATERIAL INFORMATION REQUIRED TO BE DISCLOSED TO THE
PUBLIC, AND NO MATERIAL INFORMATION HAS BEEN OMITTED WHICH MAY CAUSE THE INFORMATION
CONTAINED IN THIS PROSPECTUS TO BE INCORRECT OR MISLEADING.
22
TABLE OF CONTENT
TABLE OF CONTENT
iii
SUMMARY
xi
CHAPTER I
CHAPTER II
USE OF PROCEEDS
CHAPTER III
INDEBTEDNESS
CHAPTER IV
15
CHAPTER V
20
21
21
23
38
CHAPTER VI
BUSINESS RISKS
40
CHAPTER VII
46
CHAPTER VIII
CHAPTER IX
48
48
50
51
57
63
66
67
76
77
79
81
83
83
87
93
93
94
96
96
98
99
102
112
117
118
118
118
118
119
120
CHAPTER X
124
CHAPTER XI
EQUITY
140
CHAPTER XII
DIVIDEND POLICY
142
CHAPTER XIII
TAXATION
143
147
149
156
153
253
273
CHAPTER XX
295
ii
301
ACF
Affiliate
Affiliated Subscribers
Agreement on Securities
Registration at KSEI
Allotment Date
Refers to the date jointly agreed by the Company and the Joint Lead
Underwriters,namely no later than 2 (two) Business Days following the
closing of the Offering Period, which will be determined in the
Prospectus.
Allotment Manager
Banking Day
Refers to Bank working day, i.e., the days where Bank Indonesia
performs interbank clearing process.
iii
Bapepam & LK
Book Building
BPOM
Business Day
Calendar Day
Changes/Amendments of
Agreement
Collective Depository
Company Law
iv
Compulsory Registration of
Companies Law
CPOB
CPOTB
CSR
Custodian Bank
Distribution Date
Refers to the same date as the payment date, by no later than2 (two)
Business Days from the Allotment Date, where the Offered Shares are
distributed electronically by KSEI to the Account Holders.
Effective
Effective Statement
ESA
Exchange Day
Founding shareholder
GMS
Government
IDX
IPO Account
Refers to the parties to a contract / agreement with the Company for the
Initial Public Offering for the benefit of the Company, guarantee the sale
of the Offered Shares and distribute the IPO proceeds to the Company
by the Underwriters pursuant to each Underwriting Portion, with respect
to the terms and condition of the Underwriting Agreement.
KSEI
Listing Date
Refers to the date the Offered Shares are listed for trading at the Stock
Exchange, to be effected by no later than 1 (one) Business Day
following the Distribution Date, the exact date of which will be
determined in the Amendments of Agreement.
Ministry of Health
MoJ
New Shares
vi
Offer Price
Refers to the price of each Offered Shares through Initial Public Offering,
which nominal will be defined based on agreement between the
Company and the Joint Lead Underwriters, which will be incorporated in
the Amendment to Underwriting Agreement.
Offered Shares
Offering Period
Refers to the duration for the public to submit the Offered Shares
subscriptions as regulated in the SSF and Chapter XX regarding Terms
of Shares Subscriptions.
OJK
Preliminary Prospectus
Refers to the written document prepared by the Company and the Joint
Lead Underwriters with regard to the Public Offering and contains all
information in the Prospectus submitted to OJK as part of the
Registration Statement, except for the information regarding the number
of Offered Shares, Offer Price of the Offered Share, underwriting or
other matters related to offer requirement that cannot yet be determined,
in accordance with Rule No. IX.A.8 and with due consideration to Rule
No. IX.A.2.
Primary Market
Refers to the offering and sale of the Companys Offered Shares to the
public during the Offering Period prior to the listing of such shares in the
Stock Exchange.
Prospectus
Refers to the final written document prepared by the Company and the
Joint Lead Underwriters with regard to the Public Offering and contains
all relevant and essential information on the Company and the Offered
Shares, which form and content are in accordance with Bapepam
Regulation No. IX.C.2, Annex to the Decree of Chairman of Bapepam
and LK Kep-51/PM/1996 dated 17 January 1996 on Guidelines
Regarding the Form and Content of the Prospectus and Summary
Prospectus for a Public Offering (hereinafter referred to as "Regulation.
IX.C.2").
vii
Public
Public Offering
Refund Date
Refers to the date of refund of the subscription fund from the Joint Lead
Underwriters through the Underwriters to the subscribers of Offered
Shares, whose subscriptions cannot be fullfilled in part or in whole as a
result of allotment or cancellation or delay of the Public Offering, the
period of which is a maximum of 2 (two) Business Days.
Registration Statement
SAB
Securities Account
Refers to the account that includes the amount of shares and/or fund
owned by Shareholders that are administered by KSEI, Custodian Banks
or Securities Companies based on Securities Account Opening
Agreement signed by the Shareholders.
Selling Agent
Refers to the parties assisting in the selling of shares offered and sold by
the Company through the Initial Public Offering conducted either
domestically or internationally.
SGRI
Shareholders List
Shares
viii
Shares Certificate
SME
SSF
SSGRI
SSL
Subsidiaries
The Company
UKL
Underwriters
Underwriters Syndication
ix
Underwriting Agreement
UPL
Written Confirmation
SUMMARY
The following summary is an integral part of and must be read in conjunction with the more detailed information
and financial statements and notes provided in this Prospectus. This summary has been prepared based on facts
and considerations that are most material to the Company. All financial information of the Company is stated in
the Rupiah currency and is presented in conformity with the Accounting Principles generally accepted in
Indonesia.
1. COMPANY OVERVIEW
The Company was established in 1975 and is domiciled in Semarang under the name PT Industri Jamu &
Farmasi Sido Muncul and is primarily engaged in pharmaceutical and herbal medicine industry and general
trading.
The Company was established by virtue of Deed No. 21 dated 18 March 1975, drawn up before Kahirman
Gondodiwirjo, SH, Notary in Semarang, the aforementioned deed has received formalization from the Minister
of Justice of the Republic of Indonesia by virtue of Decree of the Minister of Justice of the Republic of Indonesia
No. Y.A.5/84/16 dated 30 January 1981 and was registered in the general registry at the Secretariat of
Semarang District Court under No. 28/2000/11 dated 28 February 2000, and was announced in the SGRI No. 39
dated 16 May 2000, SSGRI No. 2240/2000.
The Companys Articles of Association has been amended several time and was last amended by the Deed of
Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 53
dated 11 June 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, and has received formalization from
the Minister of Justice and Human Rights under No. AHU-33406.AH.01.02. Year 2013 dated 20 June 2013 and
was registered in the Company Registry under No. AHU-0058325.AH.01.09. Year 2013 dated 20 June 2013,
whereby the shareholders agreed to change the Companys status from Private Limited Liability Company
to Public Limited Liability Company and to add the Companys business activities and amended by Bapepam-LK
Rule No. IX.J.1, Annex to the Decree of Chairman of Bapepam and LK Kep-179/BL/2008 dated 14 May 2008 on
the Principles of Articles of Association of Companies Conducting Public Offering of Equity Securities and Public
Company (hereinafter referred to as "Regulation. IX.J.1") the Articles of Association in its entirety to conform with
Rule No. IX.J.1 and its implementing regulations, which resulted in the change of the Companys name
to PT Industri Jamu dan Farmasi Sido Muncul Tbk. and the Deed of Resolutions of the Shareholders of Limited
Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 33 dated 18 September 2013 drawn up before
Fatiah Helmi, SH., Notary in Jakarta, and has received formalization from the Minister of Justice and Human
Rights under No. AHU-49556.AH.01.02 Year 2013 dated 24 September 2013 and was registered in the
Company Registry under No. AHU-0089234.AH.01.09.Year 2013 dated 24 September 2013 and notification
of amendments have been received and recorded in the database of Legal Administration of the Ministry
of Justice and Human Rights as stated in its letter No. AHU-AH.01.10-41 201 dated 9 October, 2013 regarding
Acceptance Notification on the amendment of the Articles of Association and has received formalization from the
Minister of Justice and Human Rights No. AHU-0092498.AH.01.09. Year 2013 dated 9 October 2013 regarding
the reaffirmation of the status of the company became a publicly listed company, approved the allocation
of shares up to 10% of total issuance of new shares under the Employee Stock program (ESA) and the change
of article 4, paragraph 1 of the Articles of Association.
xi
:
:
:
:
:
:
Ordinary Registered Shares offered with regard to this Initial Public Offering consist entirely of New Shares from
the Companys portfolio, and will provide their holders with equal and similar rights in all respect with the holders
of the Companys existing issued and fully paid-up shares, including, among others, the rights to receive dividend
distributions, the right to cast votes in the GMS convened by the Company, the rights to receive bonus shares
and Pre-emptive Rights Issue.
The Companys capital and shareholding structure as of the date of issuance of this Prospectus are as follows:
Description
Authorized Capital
Shareholders:
Mrs. Jd. Desy Sulistio Hidajat
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio
%
100.00
6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
13,500,000,000
36,500,000,000
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-
675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
1,350,000,000,000
3,650,000,000,000
The Company hereby conducts the Initial Public Offering at a maximum of 1,500,000,000 (one billion five hundred million)
Ordinary Registered Shares, at a nominal value of Rp100 (one hundred Rupiah) per share, which are offered to Public.
The entire shares are offered to the Public at the Offer Price of Rp ( Rupiah) per share, which has to be fully paid upon
submission of the SSF. The total value of the Initial Public Offering is Rp ( Rupiah).
EMPLOYEE STOCK ALLOCATION PROGRAM
Employee Stock Allocation (ESA) Program or the employee share allocation is a program of allocating fixed shares as
part of the Company's Initial Public Offering to employees who meet the qualifications of the Company
("ESA Participants ") provided that the Board of Directors, the Board of Commissioners and or major shareholders of the
Company are not permitted to participate in ESA programs.
Based on the Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan
Farmasi Sido Muncul No. 33 dated 18 September 2013 drawn up before Fatiah Helmi, SH., Notary in Jakarta,
Shareholders have agreed to allocate shares up to 10% (ten percent) of the Offered Shares, in the framework
of an ESA program with respect to the prevailing laws and regulations.
xii
If all the Offered Shares in the Company's public offering have been sold and the ESA program as described above has
been implemented, then the composition of the share capital and the shareholders of the Company before and after the
public offering on a proforma basis will be as follows:
Description
Authorized Capital
Shareholders:
Mrs. Desy Sulistio
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata
Hidajat
David Hidayat
Public
ESA
Issued and Paid-up
Capital
Shares in Portfolio
%
100.00
6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000
675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
50.00
10.00
10.00
10.00
6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000
675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
45.00
9.00
9.00
9.00
1,350,000,000
1,350,000,000
-
135,000,000,000
135,000,000,000
-
10.00
10.00
-
1,350,000,000
1,350,000,000
1,350,000,000
150,000,000
135,000,000,000
135,000,000,000
135,000,000,000
15,000,000,000
9.00
9.00
9.00
1.00
13,500,000,000
36,500,000,000
1,350,000,000,000
3,650,000,000,000
100.00
-
15,000,000,000
35,000,000,000
1,500,000,000,000
3,500,000,000,000
100.00
-
Simultaneously with the listing of new shares from the Initial Public Offering totalling 1,500,000,000 (one billion
five hundred million) Ordinary Registered Shares or 10% (ten percent) of the Issued and Paid-up Capital after the
Initial Public Offering, the Company, on behalf of the previous shareholders will list on the Stock Exchange a total
of 13,500,000,000 (thirteen billion five hundred million) Ordinary Registered Shares owned by the shareholders
prior to the Initial Public Offering. Therefore, the total shares to be listed by the Company on the IDX amounted to
15,000,000,000 (fifteen billion) shares, or 100% of the total issued and paid-up capital after this Initial Public
Offering.
3. USE OF PROCEEDS
Proceeds from the Initial Public Offering, net of issuance fees, will be used in its entirety as follows:
1. Approximately 56% will be used as working capital of the Company to increase the amount of inventory of
raw and auxiliary materials and finished goods of the Company and PT Muncul Mekar.
2. Approximately 42% will be used to fund the Companys investment activities as detailed below:
a. Approximately 55% will be used for the investment of the Company for the purchase of land and
buildings as well as the expansion of the Company's factory that is located in Semarang, including the
purchase of machinery to support production activities of Tolak Angin.
The Company plans to purchase a land approximately 10 Ha, in which the Company is currently in the
midst of negotiations with several parties to purchase the land, construct a new factory as well as
purchase of machinery.The Company does not have an affiliate relationship with the parties that
conduct the negotiations / transactions with the Company.
Construction of a new factory is expected to complete no later than 2016. Meanwhile, the machines that
will be purchased are expected to operate in 2014 and are expected to increase the production capacity
of Tolak Angin approximately by 100% in 2015.
xiii
b. Approximately 21% will be used for investment in subsidiary, namely PT Muncul Mekar for the purchase
a land approximately 18.000 m2 for construction of finished goods warehouse along with its supporting
facilities which is located in the district of Semarang
The investments will be conducted entirely through a capital increase to PT Muncul Mekar.
The purchase of land and construction of warehouse are expected to complete no later than 2016.
c. Approximately 24% will be used for investment in the Subsidiary,namely PT Semarang Herbal Indo
Plant, with regard to the purchase of extraction machineries and other supporting equipment such as
raw materials extraction machine to support the operations of the Company's raw materials
The machines that will be purchased are expected to operate in the end of 2014 and are expected to
increase the production capacity approximately by 300%. Currently, the Company is still in negotiation
with non-affiliated parties to purchase the machines as well as on the number of units of the machine to
be purcharsed.
The Company's investments will be conducted entirely through a capital increase in PT Semarang
Herbal Indo Plant.
3. Approximately 2% will be used to develop information technology and computerized systems for the
Company which is useful to optimize the Company's information technology systems.
Currently, the Company is still negotiating the purchase of the computerized information system with several
parties who have no affiliation with the Company. The development of information technology and
computerized systems are expected to be completed no later than 2016
After receiving the proceeds from the Public Offering, the Company will use the funds in accordance with the use
of proceeds as disclosed in the Prospectus. The targeted completion of the investment plan is expected to be
made no later than 2016.
If proceeds from this public offering are not sufficient for the use of proceeds, the Company will use bank loans
and / or third-party financial institutions.
Management believes that all funds raised can be absorbed according to plan the use of the funds that have
been determined by the Company.
The complete information regarding the Use of Proceeds from the Initial Public Offering is presented in Chapter II
of this Prospectus.
4. BUSINESS ACTIVITIES OF THE COMPANY
In accordance with Article 3 of the Companys last Articles of Association, by virtue of the Deed of Resolutions of
the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 53 dated 11 June
2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received approval from the Minister of
Justice and Human Rights under No. AHU-33406.AH.01.02.Year 2013 dated 20 June 2013 and was registered
in the Company Registry under No. AHU-0058325.AH.01.09.Year 2013 dated 20 June 2013, the scope of the
Companys business activities is to engage in herbal medicine and pharmaceutical industry, trade, ground
transportation, services and agriculture.
xiv
a. Production
The Company is committed to develop good herbal medicine (Jamu) manufacturing business by concentrating in
maintaining the quality of its products and being innovative in product developments.
The proper selection and usage of raw materials, in terms of type, amount and quality will produce good quality
of herbal medicine. To actualize this commitment, all plans to release new products are always preceded by
literature studies as well as intensive research concerning the safety and efficacy, as well as market sampling.
To guarantee the quality of its products, every production process starting from receiving the raw materials until
the products are delivered to the consumers are conducted under tight quality controls.
b. Marketing
As of the date of issuance of this Prospectus, the Companys marketing and distribution area coverage includes
Sumatera, Jawa, Kalimantan, Sulawesi, Bali, Nusa Tenggara, Maluku and Papua. The marketing and distribution
activities are conducted through a marketing network consisting of three marketing offices located in Tambun,
Surabaya and Semarang (three stock points) and approximately 100 selling agents.
5. COMPETITIVE ADVANTAGES
The Company is one of the large scale herbal medicine company in Indonesia, which together with its
Subsidiaries own production units in Central Java and wide distribution network accross Indonesia. The
Company has also exported its products to several countries.
The Companys competitive advantages, among others, are as follows:
1. The Company has 72 years of experience, focusing on herbal medicines, herbal food and drinks and natural
raw materials processing.
2. Based
on
Certificate
No.CPOTB.
008/CPOTB/02/3/XI/2000,
009/CPOTB/02/3/XI/2000,
010/CPOTB/02/3/XI/2000, 011/CPOTB/02/3/XI/2000 and 012 / CPOTB/02/3/XI/2000 given by the Director of
General Drug and Food Control, Ministry of Health and Social Welfare of Republic of Indonesia on
11 November 2000 and No. GMP certificate. 2181/CPOB/A/XI/00, 2182/CPOB/A/XI/00, 2183/CPOB/A/XI/00,
2184/CPOB/XI/00, which is given by the Director of General Drug and Food Control, Ministry of Health
Republic of Indonesia on 7 November 2000, the Company has a license as a traditional medicine and
pharmaceutical factory (CPOTB and GMP) that are environmentally friendly. The Company is the only
company that has a standard herbal pharmacy.The Company has its own raw material processing facilities
and 99% of the raw materials for herbal medicine are derived from Indonesia, in cooperation with
102 farmers groups since 1994.
3. The Companys main products have undergone research and obtained research certificate for the testing of
their safety and efficacy as a form of the Companys responsibility to the customers.
4. The Companys main products are market leaders with premium prices.
5. Main product of the Company is one of the market leader
6. The Company is an innovative and progressive company.
7. The Company has 108 local distributors that have been developed since 1972, some of which originated
from SME as well as distributors in several countries.
8. The Company has loyal, dedicated and experienced human resources in research development and
production relating to herbal medicines and herbal food & beverages industry.
xv
xvi
8. BUSINESS RISKS
Prospective investors should carefully consider the following risk factors as well as other information contained in
this Offering before investing in the Companys Shares. The risks described below are not the only risks that may
affect the Companys Shares. Certain risks not presently known to the Company or not presently considered
material may also affect the Companys business, cash flow, operational result, financial performance or
business prospects. In addition, investment over shares of companies in developing countries such as Indonesia
contains risks which may differ from investment over shares of companies in other developed countries. In the
event of changes to the global economic, social and political condition, there is a possibility that the price of the
Companys Shares in the stock exchange may decline and investors may face potential loss in their investment.
The risks described below are risks that are considered material by the Company and Subsidiaries have been
prepared based on their materiality and exposures to the Company and Subsidiaries financial performance.
A. Business Risks Relating to Operational Activities
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Risks associated with the limited number of shares offered in the Public Offering.
Risks associated with share price fluctuation.
Risks associated with the capital market in Indonesia.
Risks associated with the limitations of non-controlling interest.
Risks associated with dilution.
Risks associated with the Companys ability to distribute dividends in the future.
Risks associated with transactions with conflict of interest.
xvii
1.
PT Semarang
Herbal Indo Plant
PT Muncul Mekar
Business Activities
Percentage
of
Ownership
99.99%
Year of
Investment
Operational
Status
2012
Active
99.99%
2012
Active
xviii
to consolidated financial statements, the Company's consolidated financial statements republish the above with
accompanying changes and additional disclosures in the notes to the consolidated financial statements.
The Companys Consolidated Financial Statements for the seven months period ended 31 July 2013 have been
reviewed Tanubrata public accounting firm, Sutanto, Fahmi & Partners (a member firm of BDO International
Limited) by Indra Sri Widodo SE, Ak, CPA, whose report dated 28 October 2013 and found no indication of the
need for modifications to the consolidated financial statements for the seven month period ended 31 July 2013
The reports are published in order to be included in the prospectus in accordance with the initial public offering of
the Company on Indonesia Stock Exchange, as described in Note 46.5 to the consolidated financial statements
attached, and are not intended and are not allowed to be used for other purposes.
Whereas the Companys financial statements for the years ended 31 December 2009 and 2008 were audited by
Public Accountant Firm Hadori Sugiarto Adi & Rekan, which in its reports dated 4 January 2013 and 9 January
2013, respectively, expressed an unqualified opinion.
Financial information as of and for the years ended 31 December 2009 and 2008 are presented in the
Prospectus, however the aforementioned financial statements as of and for the year ended 31 December 2009
and 2008 are not an integral part of the Prospectus and are not included in the Registration Statement. Several
accounts in the Statements of Financial Position as of 31 December 2009 and 2008 were reclassified to conform
to the presentation of Statements of Financial Position as of 31 December 2012.
Summary of Consolidated Statements of Financial Position
Description
Total Assets
Total Liabilities
Total Equity
31 July
2013
1,908,539
326,189
1,582,350
2012
2,150,999
846,348
1,304,651
31 December
2011
2010
1,168,658
890,202
633,314
543,793
535,344
346,409
2008
556,433
496,651
59,822
Description
2012
2011
2010
20092
20082
Sales
2,391,667
2,198,273
1,866,538
1,325,563
1,041,134
Cost of Goods Sold
(1,471,020) (1,320,584) (1,180,604) (1,017,829)
(834,807)
Gross Profit
920,647
877,689
685,934
307,734
206,327
Selling and Marketing Expenses
(336,690)
(337,612)
(218,599)
(129,689)
(143,078)
General and Administrative
(79,604)
(101,128)
(132,263)
(43,220)
(35,609)
Expenses
Other Finance Income
2,094
3,235
5,905
11,215
6,653
26,156
1,776
Other Finance Cost
(8,649)
(613)
(708)
(606)
(3,875)
(27,545)
(17,836)
Other Income
38,247
4,928
6,628
7,754
5,694
Other Expense
(43,532)
(4,433)
(2,557)
(2,268)
(4,353)
Profit before Income Tax
279,828
254,635
513,621
455,044
339,191
133,436
11,580
Income Tax Expenses
(77,613)
(63,683)
(126,083)
(115,109)
(102,022)
(38,351)
(771)
Other Comprehensive Income
5,784
Comprehensive Income for
the Year (Net of Tax)
207,999
190,952
387,538
339,935
237,169
95,085
10,809
Note:
1 Unaudited.
2 Given Financial Highlights presented by comparison to 2008, the figures for the 2009 financial year and 2008 is the proforma
consolidated in 2009 and 2008 are derived from the financial statements of 2009 and 2008 which have been audited by Public Accountant
Hadori Sugiarto Adi & Partners which at that time MM and SHIP financial statements are not consolidated in the financial statements of
the Company.
xix
xx
I.
The Company hereby conducts the Initial Public Offering at a maximum of 1,500,000,000 (one billion five hundred million) Ordinary
Registered Shares, at a nominal value of Rp100 (one hundred Rupiah) per share, which are offered to Public at an Offer Price of Rp
( Rupiah) per share, which has to be fully paid upon submission of the SSF. The total value of the Initial Public Offering is Rp
( Rupiah).
Ordinary Registered Shares offered with regard to this Initial Public Offering consist entirely of New Shares from the
Companys portfolio. The Shares will provide their holders with equal and similar rights in all respect with the holders of the
Companys existing issued and fully paid-up shares, including, among others, the rights to receive dividend distributions.
The entire Offered Shares will be listed on the Indonesia Stock Exchange.
Based on Deed No. 33 dated 18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, the Company will
implement the ESA program by allocating shares up to 10% (ten percent) of the number of Offered Shares, taking into
account the legislation in force.
The Joint Lead Underwriters and the Underwriters guarantee the entire share offering in Full Commitment in accordance
with their respective underwriting portion.
The Company was established by virtue of Deed No. 21 dated 18 March 1975, drawn up before Kahirman
Gondodiwirjo, SH, Notary in Semarang, the aforementioned deed has received formalization from the Minister of
Justice of the Republic of Indonesia by virtue of Decree of the Minister of Justice of the Republic of Indonesia
No. Y.A.5/84/16 dated 30 January 1981 and was registered in the general registry at the Secretariat of
Semarang District Court under No. 28/2000/11 dated 28 February 2000, and was announced in the SGRI No. 39
dated 16 May 2000, SSGRI No. 2240/2000.
The main scope of the Companys business activities is to engage in pharmaceutical and herbal medicine
industry, general trading, ground transportation, services and agriculture.
The Companys Articles of Association has been amended several time and was last amended by the Deed of
Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul No. 33
dated 18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, whereby the shareholders
agreed to change the Companys status from Private Limited Liability Company to Public Limited Liability
Company, regarding the reaffirmation of the status of the company became a publicly listed company, approved
the allocation of shares as much as 10% of total issuance of new shares under the Employee Stock Alocation
(ESA) and the change of article 4, paragraph 1 of the Articles of Association and has received approval from the
Minister of Justice and Human Rights under No. AHU-49556.AH.01.02.Year 2013 dated 24 September 2013 and
was registered in the Company Registry under No. AHU-0089234.AH.01.09.Year 2013 dated 24 September
2013 and notification of amendments have been received and recorded in the database of Legal Administration
of the Ministry of Justice and Human Rights as stated in its letter No. AHU-AH.01.10-41 201 dated 9 October,
2013 regarding Acceptance Notification on the amendment to the Articles of Association and has received
formalization from the Minister of Justice and Human Rights No. AHU-0092498.AH.01.09. Year 2013 dated
9 October 2013 regarding the reaffirmation of the status of the company to be a publicly listed company,
approved the allocation of shares up to 10% of total issuance of new shares under the Employee Stock program
(ESA) and changes to article 4, paragraph 1 of the Articles of Association.
The Companys capital and shareholding structure as of the date of issuance of this Prospectus are as follows:
Description
Authorized Capital
Shareholders:
Mrs. Jd. Desy Sulistio Hidajat
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio
%
100.00
6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
1,350,000,000
13,500,000,000
36,500,000,000
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-
675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
1,350,000,000,000
3,650,000,000,000
%
100.00
6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000
675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
50.00
10.00
10.00
10.00
6,750,000,000
1,350,000,000
1,350,000,000
1,350,000,000
675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
45.00
9.00
9.00
9.00
1,350,000,000
1,350,000,000
-
135,000,000,000
135,000,000,000
-
10.00
10.00
-
1,350,000,000
1,350,000,000
1,350,000,000
150,000,000
135,000,000,000
135,000,000,000
135,000,000,000
15,000,000,000
9.00
9.00
9.00
1.00
13,500,000,000
36,500,000,000
1,350,000,000,000
3,650,000,000,000
100.00
-
15,000,000,000
35,000,000,000
1,500,000,000,000
3,500,000,000,000
100.00
-
Simultaneously with the listing of new shares in the Initial Public Offering totalling 1,500,000,000 (one billion five
hundred million) Ordinary Registered Shares or 10% (ten percent) of the Issued and Paid-up Capital after the
Initial Public Offering, the Company, on behalf of the previous shareholders will list on the Stock Exchange a total
of 13,500,000,000 (thirteen billion five hundred million) Ordinary Registered Shares owned by the shareholders
prior to the Initial Public Offering. Therefore, the total shares to be listed by the Company on the IDX amounted to
15,000,000,000 (fifteen billion) shares, or 100% of the total issued and paid-up capital after this Initial Public
Offering.
II.
USE OF PROCEEDS
Proceeds from the Initial Public Offering, net of issuance fees, will be used in its entirety as follows:
1. Approximately 56% will be used as working capital of the Company to increase the amount of inventory of
raw and auxiliary materials and finished goods of the Company and PT Muncul Mekar.
2. Approximately 42% will be used to fund the Companys investment activities as detailed below:
a. Approximately 55% will be used for the investment of the Company for the purchase of land and
buildings as well as the expansion of the Company's factory that is located in Semarang, including the
purchase of machinery to support production activities of Tolak Angin.
The Company plans to purchase a land approximately 10 Ha, in which the Company is currently in the
midst of negotiations with several parties to purchase the land, construct a new factory as well as
purchase of machinery.The Company does not have an affiliate relationship with the parties that
conduct the negotiations / transactions with the Company.
Construction of a new factory is expected to complete no later than 2016. Meanwhile, the machines that
will be purchased are expected to operate in 2014 and are expected to increase the production capacity
of Tolak Angin approximately by 100% in 2015.
b. Approximately 21% will be used for investment in subsidiary, namely PT Muncul Mekar for the purchase
a land approximately 18.000 m2 for construction of finished goods warehouse along with its supporting
facilities which is located in the district of Semarang
The investments will be conducted entirely through a capital increase to PT Muncul Mekar.
The purchase of land and construction of warehouse are expected to complete no later than 2016.
c. Approximately 24% will be used for investment in the Subsidiary, namely PT Semarang Herbal Indo
Plant, with regard to the purchase of extraction machineries and other supporting equipment such as
raw materials extraction machine to support the operations of the Company's raw materials
The machines that will be purchased are expected to operate in the end of 2014 and are expected to
increase the production capacity approximately by 300%. Currently, the Company is still in negotiation
with non-affiliated parties to purchase the machines as well as on the number of units of the machine to
be purcharsed.
The Company's investments will be conducted entirely through a capital increase in PT Semarang
Herbal Indo Plant.
3. Approximately 2% will be used to develop information technology and computerized systems for the
Company which is useful to optimize the Company's information technology systems.
Currently, the Company is still negotiating the purchase of the computerized information system with several
parties who have no affiliation with the Company. The development of information technology and
computerized systems are expected to be completed no later than 2016
After receiving the proceeds from the Public Offering, the Company will use the funds in accordance with the use
of proceeds as disclosed in the Prospectus. The targeted completion of the investment plan is expected to be
made no later than in 2016.
If proceeds from this public offering are not sufficient for the use of proceeds, the Company will use bank loans
and / or third-party financial institutions.
Management believes that all funds raised can be absorbed according to plan the use of the funds that have
been determined by the Company.
The Companys management represent that all the use of proceeds from the Initial Public Offering shall conform
to the prevailing laws and regulations. The Company shall submit an accountability report on the realization
of the proceeds from the Public Offering on a periodical basis to the shareholders in the GMS and report to OJK
on a quarterly basis in accordance with Rule No. X.K.4. Annex to the Decree of Chairman of Bapepam and LK
No. Kep-27/PM/2003 dated 17 July 2003, about the Report of the Use of Proceeds from Public Offering
(hereinafter referred to as Rule No. IX.K.4).The Company is also required to report the actualization of the use
of proceeds from this Public Offering on a periodical basis to the IDX, as set forth in Rule No. I-E Annex to the
Decree of PT Bursa Efek Jakarta Board of Directors No. Kep-306/BEJ/07-2004 regarding Obligation
on Information Submission.
The use of proceeds from this Initial Public Offering will be conducted in conformity with the prevailing Capital
Market Law.
If, at any time hereafter the Company intends to change the planned use of proceeds from this Initial Public
Offering, the Company shall report such plan to the OJK, stating the reason and consideration for such change
after first obtaining the approval of the GMS.
Pursuant to the Circular Letter that issued by Bapepam and LK No. SE-05/BL/2006 dated 29 September 2006
on Disclosure of Information on Costs Incurred in an Initial Public Offering, the estimated cost incurred by the
Company in this Initial Public Offering is approximately % of the total proceeds from the Initial Public Offering,
which includes:
x
x
x
In the event that the use of proceeds constitutes a material transaction and/or affiliated transaction
or transactions with conflict of interests, the Company, in its conduct, will adhere to the provisions set forth in
Rule No. IX.E.2 Annex to the Decree of Chairman of Bapepam and LK No. IX.E.2 dated 28 November 2011 on
Material Transactions and Change Core Business (hereinafter referred to as "Regulation. IX.E.2) and / or
Bapepam-LK. IX.E.1, Attachment and the Decision of the Chairman of Bapepam LK. Kep-412/BL/2009 dated
25 November 2009 on Affiliate Transactions and Conflict of Interest Transactions (hereinafter referred to as
"Regulation. IX.E.1). The Company is also required to report the use of proceeds from the Public Offering
periodically to the Stock Exchange as defined in Regulation No.1-E Decision of the Board of Directors Appendix
IE Jakarta Stock Exchange No: Kep-306/BEJ/07-2004 About requirement to Submit Information.
III.
INDEBTEDNESS
Information on liabilities as of 31 July 2013 presented below are based on the Companys financial statements
for the 7 (seven) months period ended 31 July 2013, audited by Public Accountant Firm Tanubrata, Sutanto,
Fahmi & Rekan (a member firm of BDO International Limited), signed by Indra Sri Wwidodo SE, Ak, CPA, which
expressed an unqualified opinion in its report dated 28 October 2013. As of 31 July 2013, the Companys total
liabilities amounted to Rp326,189 million with the following details:
(in millions of Rupiah)
Total
Description
LIABILITIES
Current Liabilities
Current Bank Loans
Trade Payables
Third Parties
Related Parties
Other Payables
Other Current Liabilities
Related Parties
Taxes Payable
Corporate Income Tax
Other Taxes
Accrued Expenses
Advance Received
Total Current Liabilities
Non-Current Liabilities
Employee Benefit Obligations
Total Non-Current Liabilities
TOTAL LIABILITIES
112,339
110,740
15,095
21,537
18,082
32,210
11,590
1,846
694
324,133
2,056
2,056
326,189
Description
Total
70,000
42,339
112,339
Local Credit Facility (Current Account) with a maximum limit of Rp200,000 million which is valid
until 16 November 2013 with interest rate of 8.5% per year.
Omnibus Facility Letter of Credit (L/C), which consists of Sight L/C and Usance L/C with
a maximum limit of Rp20,000 million which is valid until 16 November 2013 the Commission L/C
0.2% p.a calculated from the value L/C issued and Acceptance Commission of 0.6% p.a.
Time Loan Revolving facility with a maximum limit of Rp300,000 million which is valid up to
21December 2013 with interest rate of 8.5% per year.
On December 31, 2012, the maximum Time Loan Revolving facility has been withdrawn and is still outstanding.
Collateral for the credit facility include, among others:
1. Three plots of land on Highway Kaligawe KM 3, Semarang, Central Java, registered under the name of
Sulistio Hidayat Desy, Irwan Hidayat, Jonatha Sofyan Hidayat, Johan Hidayat, Sandra Linata Hidayat
and Rudy (David) Hidayat.
2. A plot of land in Jalan Raya No. Cipete. 81, South Jakarta, DKI Jakarta, registered under the name of
Irwan Hidayat.
3. A plot of land in Jalan Raya No. Cipete. 78, South Jakarta, DKI Jakarta, registered under the name of
Desy Lady Sulistio Hidayat.
4. A plot of land in Jalan Desa Benoa, Kuta, Badung, Bali,registered under the name of PT Hotel Candi
Baru.
5. A plot of land in the Village Bergas Kidul, Semarang, is registered under the name of PT Industri Jamu
dan Farmasi Sido Muncul.
6. Five plots of land in Muktiharjo, Semarang, registered under the name of PT Industri Jamu dan Farmasi
Sido Muncul.
7. Fifteen plots of land in the Kelurahan Diwak and Kelurahan Bergas Kidul, Semarang,registered under
the name of Herbal Medicine and Pharmaceutical Industry PT Muncul Mekar.
8. A plot of land in Kelurahan Bergas Kidul, Semarang, registered under the name of PT Industri Jamu dan
Farmasi Sido Muncul.
9. Machinery tools and equipment in the Village Ngempon, Bergas Kidul, Semarang.
As long as the loan has not been repaid, the Company is not allowed to distribute dividends to the shareholders
(if the Company's financial condition does not meet the required financial covenant ). This provision is no longer
applicable if the Company becomes Public Listed.
On July 31, 2013, the Local Credit Facility (Bank Statement) with a maximum limit of Rp200,000 million, the
balance of unused Credit Facilities amounted to Rp157,661 million. This credit facility bears interest rate of 8.5%
per annum to be paid on the 1st of each month and will mature on November 16, 2013.
On July 31, 2013, the Company has withdrawn Rp70,000 million from the Time Revolving Loan Facility with a
maximum limit of Rp300,000 million. This credit facility will be paid no later than December 19, 2013 and will
mature on December 21, 2013.
On July 31, 2013, the Company has not used Omnibus Letter of Credit (L/C) facility, which consists of Sight L/C
and Usance L/C with a maximum limit of Rp20,000 million. Omnibus L/C facility will mature on November 16,
2013.
10
Description
Third Parties
PT DNP Indonesia
PT Indesso Niagatama
PT Hokiwan Farma
PT Nutrasweet Indonesia
PT Artha Manis Abadi
Bejo Iskandar (Ody Karya)
Naturoz
PT Mane Indonesia
PT Dian Cipta Perkasa
PT Menjangan Sakti
PT Ekacitta Dian Perkasa
Rachmad
PT Karsavicta Satya
Yanuar Susanto
CV Bhakti Pratama
Samudra Montaz
Grand Multi Chemical
Signa Husada
Lili
CV Tani Kawan Lama
PT Nusa Indah
CV Surya Kencana
Mitra Kimia Guna Serasi
PT Madu Sumbawa Asli
Armananta Eka Putra
Damai Rukun Bersama
Hendriyanto
PT Lautan Luas
Mitra Kimia Guna Serasi
PT Brenntag
Pancaran Niaga
PT Halim Sakti Pratama
CV Sido Mulyo
Agus Kristanto
Indolakto
PT Pajasama Sakti
Others (each below Rp1 billion)
Sub Total
Related Parties
PT Muncul Putra Offset
Total
9,863
9,457
9,423
8,325
4,976
4,381
3,695
3,652
3,439
3,472
3,156
2,749
2,665
2,345
2,139
1,978
1,850
1,796
1,487
1,320
1,272
1,262
1,239
1,087
801
778
658
1,239
248
963
1,055
17,687
110,740
15,095
125,835
11
3. Other Payables
The Companys Other Payables as of 31 July 2013 are as follows:
Description
Third Parties
Sales Warranty
Armananta Eka Putra
Jamsostek
Outlet Bonus
E & E Verfahrenstechnik GmbH
Others (each below Rp1 billion)
Sub Total
Related Parties
Shareholders
PT Muncul Armada Raya
Total
4. Taxes Payable
The Companys Taxes Payables as of 31 July 2013 are as follows:
a. Prepaid Taxes
Description
Corporate
Income Tax Article 28a
Subsidiaries
Income Tax Article 28a
Total
1,999
503
2,502
b. Taxes Payable
(in millions of Rupiah)
Total
Description
Consolidated Corporate Income Tax
Income Tax Article 25
Income Tax Article 29
Corporate Income Tax - Company
Income Tax Article 25
Income Tax Article 29
31 July 2013
31 December 2012
31 December 2011
31 December 2010
31 December 2009
Subsidiaries
Income Tax Article 25
Income Tax Article 29
31 July 2013
31 December 2012
31 December 2011
31 December 2010
31 December 2009
Consolidated Other Taxes
VAT Out
Income Tax Article 21
Income Tax Article 22
Income Tax Article 23
Income Tax Article 26
9,748
22,462
8,838
13,199
722
910
8,440
11
58
32
8,459
1,245
43
1,481
284
12
Description
Income Tax Article 4 (2)
Other Taxes - Company
VAT Out
Income Tax Article 21
Income Tax Article 22
Income Tax Article 23
Income Tax Article 26
Income Tax Article 4 (2)
Subsidiaries
VAT Out
Income Tax Article 21
Income Tax Article 23
Income Tax Article 26
Income Tax Article 4 (2)
Total
7,698
830
43
1,444
122
78
761
415
37
162
23,210
5. Accrued Expenses
This account consist of:
Description
Advertising Expense
Shipment
Salary Cost
Accountant Honorarium
Transportation Cost
Others (each below Rp100 million)
Total
1,846
6. Advance Received
This account consists of:
Description
Advance Received
Total
13
14
IV.
Presented below are the Companys key financial highlights which are derived from and/or calculated based on
the Companys financial statements for the seven-months period ended 31 July 2013 and for the years ended
31 December 2012, 2011, 2010, 2009 and 2008
The Companys Consolidated Financial Statements for the seven-months period ended 31 July 2013 and for the
years ended 31 December 2012, 2011, and 2010, which is entirely presented in this Prospectus , were audited
by Public Accountant Firm Tanubrata, Sutanto, Fahmi & Partners ( a member firm of BDO International Limited )
by Indra Sri Widodo SE , Ak, CPA whose report dated 28 October 2013 expressed an unqualified opinion, with
paragraphs anything else, Tanubrata Public Accounting Firm , Sutanto , Fahmi & Partners (a member firm of
BDO International Limited ) signed by Indra Sri Widodo SE, Ak , CPA , has previously published the Independent
Auditor's Report No. 771/4-S114/ISW-3/07.13 dated 26 September 2013 on the consolidated financial
statements of the Company and its Subsidiaries for the seven month period ended 31 July 2013 and the years
ended 31 December 2012, 2011 and 2010. In connection with the Company's investment disbursement plan and
its Subsidiaries as disclosed in Notes 10 , 46 and 47 of the consolidated financial statements, the Company's
consolidated financial statements republish the above with accompanying changes and additional disclosures in
the notes to the consolidated financial statements. Public Accounting Firm Tanubrata, Sutanto, Fahmi & Partners
( a member firm of BDO International Limited ) has also published the Independent Auditor's Report No. 793/4S114/ISW-3/07.13/R dated 23 October 2013 consolidated financial statements of the Company and its
Subsidiaries for the seven month period ended 31 July 2013 and the year ended 31 December 2012, 2011 and
2010. In connection with the planned initial public offering of the Company as disclosed in Note 47 to
consolidated financial statements , the Company's consolidated financial statements republish the above with
accompanying changes and additional disclosures in the notes to the consolidated financial statements.
The Companys Consolidated Financial Statements for the seven months period ended 31 July 2013 have been
reviewed Tanubrata public accounting firm, Sutanto, Fahmi & Partners (a member firm of BDO International
Limited) by Indra Sri Widodo SE, Ak, CPA, whose report dated 28 October 2013 and found no indication of the
need for modifications to the consolidated financial statements for the seven month period ended 31 July 2013
The report are published in order to be included in the prospectus in accordance with the initial public offering of
the Company on Indonesia Stock Exchange, as described in Note 46.5 to the consolidated financial statements
attached, and are not intended and are not allowed to be used for other purposes.
Whereas the Companys financial statements for the years ended 31 December 2009 and 2008 were audited by
Public Accountant Firm Hadori Sugiarto Adi & Rekan, which in its reports dated 4 January 2013 and 9 January
2013, respectively, expressed an unqualified opinion.
Financial information as of and for the years ended 31 December 2009 and 2008 are presented in the
Prospectus, however the aforementioned financial statements as of and for the year ended 31 December 2009
and 2008 are not an integral part of the Prospectus and are not included in the Registration Statement. Several
accounts in the Statements of Financial Position as of 31 December 2009 and 20092008 were reclassified to
conform to the presentation of Statements of Financial Position as of 31 December 2012.
15
31 July 2013
2012
31 December
2011
2010
20081
26,122
410,731
121,574
277,316
128,767
16,170
300,553
314
260,923
-
207,725
212
167,098
4
99,171
5,675
88,432
12,143
349
144,727
257,172
2,502
9,273
1,706
614,563
1,357,281
312
665,454
235,540
1,140
9,590
1,160
1,584,850
77
180,564
206,277
2,254
12,508
12,608
743,798
235
172,389
1,580
14,793
154
5,558
639,127
515
172,597
327
20,272
427,324
26
444
302,282
886
11,831
432,214
34,596
17,277
8,999
22,363
2,654
60
513,730
218
551,285
1,908,539
5,025
101,903
441,794
150
566,149
2,150,999
7,082
101,754
306,846
179
424,860
1,168,658
11,686
216,563
463
251,075
890,202
8,910
168,033
205
177,148
604,472
5,879
117,466
874
124,219
556,433
112,339
298,797
139
13,150
110,740
15,095
192,776
-
124,174
31,139
84,324
14,320
119,327
14,807
76,598
14,678
21,537
18,082
48,041
39,441
235
856
5,554
1,203
209
213
1,301
-
32,210
11,590
1,846
694
-
159,819
78,327
19,440
960
-
101,421
9,396
55,508
35,246
2,000
112,973
30,353
17,876
179
-
30,025
3,055
5,125
527
-
3,432
2
4,289
511
-
324,133
83
837,684
500
53
360,667
500
75
267,357
1,753
175,041
113,961
2,056
8,664
252,898
19,662
235,032
40,578
153,817
30,708
177,872
18,017
2,056
326,189
8,664
846,348
83
4
272,647
633,314
583
243
276,436
543,793
70,000
254,525
429,566
186,701
100
382,690
496,651
1,350,000
(1,793)
1,130,000
-
36,000
-
36,000
-
36,000
-
36,000
-
16
Description
31 July 2013
31 December
2011
2010
59,325
50,325
2012
(1,793)
20091
29,325
20081
9,328
5,784
228,357
176,442
440,017
260,082
109,579
14,494
1,582,348
1,304,649
535,342
346,407
174,904
2
1,582, 350
1,908,539
2
1,304,651
2,150,999
2
535,344
1,168,658
2
346,409
890,202
2
174,906
604,472
59,822
556,473
Note:
1Given the financial highlights presented by comparison to 2008, the figures for the 2009 and 2008 financial years are the proforma
consolidated in 2009 and 2008 derived from the 2009 and 2008 financial statements which have been audited by Public Accountant
Hadori Sugiarto Adi & Partners which at that time financial statements of MM and SHIP were not consolidated in the financial statements
of the Company.
2012
2,391,667
2011
2,198,273
2010
1,866,538
20092
1,325,563
20082
1,041,134
(833,397)
559,789
(819,753)
524,685
(1,471,020)
920,647
(1,320,584)
877,689
(1,180,604)
685,934
(1,017,828)
307,734
(834,807)
206,327
200,836
(222,548)
(336,690)
(337,612)
(218,599)
(129,689)
(143,077)
(67,285)
2,094
(8,649)
38,247
(43,532)
(50,619)
3,235
(613)
4,928
(4,433)
(79,604)
5,905
(708)
6,628
(2,557)
(101,128)
11,215
(606)
7,754
(2,268)
(132,263)
6,653
(3,875)
5,694
(4,353)
(43,220)
26,156
(27,545)
-
(35,609)
1,776
(17,836)
-
279,828
254,635
513,621
455,044
339,191
133,436
11,580
75,242
2,371
(77,613)
202,215
61,626
2,057
(63,683)
190,952
124,026
2,057
(126,083)
387,538
110,505
4,604
(115,109)
339,935
104,798
2,776
(102,022)
237,169
(41,392)
3,040
(38,352)
95,085
(6,650)
5,879
(771)
10,809
5,784
207,999
190,952
387,538
339,935
237,169
95,085
10,809
207,999
190,952
387,538
339,935
237,169
0.12
0.01
0.02
0.02
0.01
207,999
190,952
387,538
339,935
237,169
95,085
10,809
17
Total Comprehensive
Income Attributable
to:
Owners of Parent
207,999
190,952
387,538
339,935
237,169
Entity
Non-controlling
0.12
0.01
0.02
0.02
0.01
Interest
Total
207,999
190,952
387,538
339,935
237,169
95,085
10,809
Basic Earnings per
Share Attributable to
Owners of Parent
Entity (in full Rp)
15
5,304,223
342,954
9,442,638
6,588,028
Note:
1 Unaudited.
2 Given the Financial Highlights presented by comparison to 2008, the figures for the 2009 and 2008 financial years are the proforma
consolidated in 2009 and 2008 derived from the 2009 and 2008 financial statements which have been audited by Public Accountant
Hadori Sugiarto Adi & Partners which at that time financial statements of MM and SHIP were not consolidated in the financial statements
of the Company.
Profitability Ratio
Total Gross Profit/Sales
Total Comprehensive Income/Sales
Total Comprehensive Income/Total
Assets
Total Comprehensive Income/Total
Equity
2012
2011
31 December
2010
20091
20081
3.63%
1.66%
6.69%
-9.76%
32.92%
-35.27%
1310.93%
676.12%
882.00%
9.89%
8.93%
8.80%
11.39%
4.89%
-0.27%
-21.28%
-47.35%
16.83%
-14.52%
12.74%
12.87%
14.00%
17.77%
11.86%
27.96%
54.44%
-23.54%
68.57%
-84.36%
36.18%
-47.90%
34.16%
43.33%
40.81%
15.99%
122.90%
68.56%
206.02%
-74.56%
-85.93%
N/A
N/A
154.20%
149.43%
27.32%
21.92%
49.15%
-9.36%
21.37%
1372.75%
54.43%
N/A
N/A
1052.21%
779.60%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0.21x
0.17x
0.65x
0.39x
1.18x
0.54x
1.57x
0.61x
2.46x
0.71x
8.30x
0.89x
2.29x
40.15x
1.89x
13517.34x
2.06x
3700.57x
2.39x
96.63x
2.44x
95.07x
3.79x
0.28x
40.18%
14.92%
10.89%
38.49%
16.20%
18.02%
39.93%
15.46%
29.09%
36.75%
12.71%
26.64%
23.22%
7.17%
15.73%
19.82%
1.04%
1.94%
13.14%
29.70%
63.50%
68.47%
54.36%
18.07%
31 July 2013
Note:
1Given financial highlights presented by comparison to 2008, the figures for the 2009 and 2008 financial years are the proforma
consolidated in 2009 and 2008derived from the 2009 and 2008 financial statements which have been audited by Public Accountant Hadori
Sugiarto Adi & Partners which at that time financial statements of MM and SHIP were not consolidated in the financial statements of the
Company.
18
Based on the Credit Facility Agreement with BCA, the Company is required to maintain financial covenants on a quarterly financial report
as follows:
i.
Current Ratio at a minimum of 1,5x;
ii. Debt/Equity Ratio at a maximum of 2x; and
iii. EBITDA (Interest + Installment) at a minimum of 2,5x.
The Company has complied all financial covenants in the consolidated financial statements as of July 31, 2013.
19
V.
The Managements Discussion and Analysis presented in this chapter should be read in conjunction with the
Summary of Key Financial Information, the Companys consolidated financial statements and the accompanying
notes, which are presented in this Prospectus. The Companys financial statements are presented in conformity
with the Indonesian Statement of Financial Accounting Standards.
The Companys Consolidated Financial Statements for the seven-months period ended 31 July 2013 and for the
years ended 31 December 2012, 2011, and 2010, which is entirely presented in this Prospectus, were audited by
Public Accountant Firm Tanubrata, Sutanto, Fahmi & Partners (a member firm of BDO International Limited) by
Indra Sri Widodo SE, Ak, CPA whose report dated 28 October 2013 expressed an unqualified opinion, with
paragraphs anything else, Tanubrata Public Accounting Firm, Sutanto, Fahmi & Partners (a member firm of BDO
International Limited) signed by Indra Sri Widodo SE, Ak, CPA, has previously published the Independent
Auditor's Report No. 771/4-S114/ISW-3/07.13 dated 26 September 2013 on the consolidated financial
statements of the Company and its Subsidiaries for the seven month period ended 31 July 2013 and the years
ended 31 December 2012, 2011 and 2010. In connection with the Company's investment disbursement plan
and its Subsidiaries as disclosed in Notes 10, 46 and 47 of the consolidated financial statements, the Company's
consolidated financial statements republish the above with accompanying changes and additional disclosures in
the notes to the consolidated financial statements. Public Accounting Firm Tanubrata, Sutanto, Fahmi & Partners
(a member firm of BDO International Limited) has also published the Independent Auditor's Report
No. 793/4-S114/ISW-3/07.13/R dated 23 October 2013 consolidated financial statements of the Company and its
Subsidiaries for the seven month period ended 31 July 2013 and the year ended 31December 2012, 2011 and
2010. In connection with the planned initial public offering of the Company as disclosed in Note 47
to consolidated financial statements, the Company's consolidated financial statements republish the above with
accompanying changes and additional disclosures in the notes to the consolidated financial statements.
The Companys Consolidated Financial Statements for the seven months period ended 31 July 2012 have been
reviewed Tanubrata public accounting firm, Sutanto, Fahmi & Partners (a member firm of BDO International
Limited) by Indra Sri Widodo SE, Ak, CPA, whose report dated 28 October 2013 and found no indication of the
need for modifications to the consolidated financial statements for the seven month period ended 31July 2012.
The report are published in order to be included in the prospectus in accordance with the initial public offering of
the Company on Indonesia Stock Exchange, as described in Note 46.5 to the consolidated financial statements
attached, and are not intended and are not allowed to be used for other purposes.
Whereas the Companys financial statements for the years ended 31 December 2009 and 2008 were audited by
Public Accountant Firm Hadori Sugiarto Adi & Rekan, which in its reports dated 4 January 2013 and 9 January
2013, respectively, expressed an unqualified opinion.
Financial information as of and for the years ended 31 December 2009 and 2008 are presented in the
Prospectus, however the aforementioned financial statements as of and for the year ended 31 December 2009
and 2008 are not an integral part of the Prospectus and are not included in the Registration Statement. Several
accounts in the Statements of Financial Position as of 31 December 2009 and 2009, 2008 were reclassified to
conform to the presentation of Statements of Financial Position as of 31 December 2012.
20
1. General
The Company was established in 1975 and is domiciled in Semarang under the name PT Industri Jamu &
Farmasi Sido Muncul and is primarily engaged in pharmaceutical and herbal medicine industry and general
trade.
Currently, the Company owns a factory located at Jl. Soekarno Hatta km 28, Bergas Sub-District, Klepu,
Semarang. The total area of the Companys factory is 304,425m2 with total building area of approximately
85,975 m2. From the early stage of the factory construction, the Company has planned to segregate the areas by
function. The factory area consists of factory building with total area of 82,675 m2, Agro tourism section with total
area of 12,814 m2 while the remaining areas serve as the factory environmental support.
2. Factors Affecting the Companys Financial and Operational Condition
2.1 Indonesias Economic Condition
Indonesias economic condition has insignificant influence to the Companys financial and operational
condition. During the period from 1998 to 2000, when Indonesia suffered from economic crisis, the Company
managed to maintain sound growth. With solid financial foundation, the Company did not only manage to
survive but also thrived when the economic crisis hit Indonesia.
During the past three years, Indonesias economic condition demonstrated positive climate with an average
growth of approximately 6% per year. If the condition persists, it is estimated that Indonesia will rank seven
in the worlds economic forces within the next 17 years (BPS, World Bank, IMF and consensus of various
sources).
Economic growth is indicated by the growth of societys income per capita. The improvement of Indonesias
economy and the improvement of societys purchasing power in general will affect the Companys sales to a
tendency of growth. This condition will provide a positive impact to the Companys growth.
2.2 Sales Performance of the Companys Products
The Company diversifies its products to herbal food and beverages. Aside from product diversification, the
Company also implements other strategy to maintain the performance of its products, i.e., continuous
innovation. It can hardly be denied that the tradition of drinking jamu has diminished in society. The
challenge encouraged the Company to continue to innovate, one of which by producing common cold
remedy herb, Tolak Angin. Societys development which demands everything to be instant and fast
encouraged the Company to provide what the society needs, eventually delivering Liquid Tolak Angin that
has currently become one of the Companys featured products.
The Company always strives, using various means, so that jamu, particularly the efficacy of natural herbs
can be reaccepted by the society. The Company also produces various instant herbs and various beverages
instilled with herbal ingredients that are beneficial for health. The Companys products have a substantial
market potential along with societys growing awareness to return to nature by consuming natural
ingredients.
21
In the segment of natural drink product, particularly energy drink, Kuku Bima Ener-G! is one of the dominant
market players. This featured product of the Company is one of the top three products that dominate energy
drinks market in Indonesia. Even so, the Company continues its innovation on Kuku Bima Ener-G! product
by adding new flavor variants and ingredients which are safer and more beneficial for health.
2.3 Government Policy and Changes in Regulations
The government plays an important role in the development of traditional medicine and medication,
particularly jamu. Listed below are the governments policies related to traditional medicine and medication:
1. Minister of Health Regulation No. 003/MENKES/PER/I/2010 regarding Scientification of Traditional
Medicine by Healthcare Services Based Research. This Minister of Health Regulation expressed the
governments support towards research on traditional medicine. The researches are expected to
provide empirical evidence on the efficacy of traditional medicine and be able to serve as references to
doctors as the solution to improve public health.
2. Decree of Minister of Health No. 0584/MENKES/SK/VI/1995 regarding Centers of Development and
Implementation of Traditional Medication. This Ministerial Decree expressed the governments support
towards establishment of P3T (Pengembangan dan Penerapan Pengobatan Tradisional, Centers of
Development and Implementation of Traditional Medication) in every province.
3. Decree of Minister of Health No 1076/MENKES/SK/VII/2003 regarding Management of Traditional
Medication. This Ministerial Decree expressed the governments approval on traditional medication and
the use of traditional medicine to serve such purpose. The government specifically requires the use of
registered traditional medicines in traditional medication.
4. Minister of Health Regulation No. 491/MENKES/PER/I/2010, regarding Organization and Methodology
of Main Station of Research and Development of Traditional Medicine.
5. Decree of Minister of Health No. 381/MENKES/SK/III/2007 regarding National Policy on Traditional
Medicine. This Ministerial Decree set forth the governments commitment in supporting the development
of traditional medicine. The Government is aware that traditional medicine is a natural resource worthy
of development considering the economic value and its ability to create competitive advantage and to
contribute to the improvement of public health.
6. Decree of Minister of Health No. 1109/MENKES/PER/IX/2007 regarding Management of Alternative
Complementary Medication in Healthcare Facilities. This Ministerial Decree allows the management of
alternative complementary medication, or commonly referred to as alternative medication.
The policies described above showed the governments support in the development of traditional medicine
in Indonesia.
22
3. Financial
The Managements Discussion and Analysis below, specifically sections regarding the Companys financial
performance, are prepared based on the Company and Subsidiaries consolidated financial statements for the
seven-months period ended 31 July 2013 and for the years ended 31 December 2012, 2011 and 2010, which
were audited by Public Accountant Firm Tanubrata, Sutanto, Fahmi & Rekan (a member firm of BDO
International Limited), which in its report dated 26 September 2013 expressed an unqualified opinion with
explanatory paragraph.
3.1 Analysis on Statements of Comprehensive Income
Consolidated Statements of Comprehensive Income
Description
Sales
Cost of Goods Sold
Comprehensive Income for the Year
Comprehensive Income/Total Assets
Comprehensive Income/Total Equity
Note:
1 Unaudited.
Description
Sales
Cost of Goods Sold
Gross Profit
Sales and Marketing Expenses
General and Administrative Expenses
Other Finance Income
Other Finance Cost
Other Income
Other Expense
Profit before Income Tax
Income Tax Expense
Other Comprehensive Income
Total Comprehensive Income for the Year
Note:
1 Unaudited.
23
2011
2,198,273
(1,320,584)
339.935
0.29x
0.63x
2010
1,866,538
(1,180,604)
237,169
0.27x
0.68x
2011
2,198,273
(1,320,584)
877,689
(337,612)
(101,128)
11,215
(606)
7,754
(2,268)
455,044
(115,109)
339,935
2010
1,866,538
(1,180,604)
685,934
(218,599)
(132,263)
6,653
(3,875)
5,694
(4,353)
339,191
(102,022)
237,169
a. Sales
The seven months period ended 31 July 2013 compared to the three months period ended 31 July
2012
The Companys sales for the seven months period ended 31 July 2013 reached Rp1,393,186 million, an
increase of Rp48,748 million or equaled to 3.63% compared to the sales for the seven months period ended
31 July 2012, which amounted to Rp1,344,438 million. The increase was mainly contributed by energy drink
and health drink which increased compared to 2012.
The Companys sales for the seven months period ended 31 July 2013 of Rp1,393,186 million was mainly
derived from the sales of the Companys featured products, i.e.,energy drink and herbal drink. This was in
line with the Companys strategy to continue penetrating the market with featured products. Implementation
of this strategy is expected to result in an increased market share for the Companys products.
The year ended 31 December 2012 compared to the year ended 31 December 2011
Sales for the year ended in 2011 and 2012 increased approximately by 17.77% and 8.80%, respectively.
The increase in sales was influenced by the increase in the selling price of about 5% -15%. The Companys
sales for the year ended 31 December 2012 reached Rp2,391,667 million, an increase of Rp193,394
or equaled to 8.80% compared to sales for the year ended 31 December 2011 of Rp2,198,273 million. The
increase was mainly derived from the increase in sales of energy drink and herbal drink by 83% and 34%,
respectively. This was supported by the Companys strategy to enhance awareness on product through
promotion and advertisements in printed media. Afterwards, the Company also launched a new energy drink
product, at the end of 2011 which resulted in significant growth in energy drink product.
The Companys management believed that the sales of energy drink has reached an optimum point in the
market, therefore it would be difficult to penetrate the market further in order to increase sales. This condition
has resulted in 5% decrease in energy drink sales in 2012. The Companys management continued to
conduct development and innovation on energy drink product as part of its strategy to increase sales
considering the significant contribution of energy drink sales to the Companys overall sales and the
Companys extensive market share for energy drink product.
24
The Companys sales for the year ended 31 December 2012 of Rp2,391,667 million was mainly derived
from the sale of the Companys featured products, i.e., energy drink and herbal drink products which
amounted to 53% and 33%, respectively. As the market leader for energy drink product, its sales generated
the largest contribution to the Companys sales in 2012.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys sales for the year ended 31 December 2011 reached Rp2,198,273 million, an increase of
Rp331,735 or equaled to 17.77% compared to the sales for year ended 31 December 2010 of Rp1,866,538
million. The increase was mainly contributed by the increase in the sales of drink and candy products by
64% and 22%, respectively.
In 2011, the Company continued to implement its strategy to constantly introduce drink and candy products
through promotion and advertisements in print media. This strategy is expected to increase the sales of drink
and candy products.
For the year ended 31 December 2011, the energy drink and herbal drink products each contributed 61%
and 27% to the Companys overall sales for the period.
b. Cost of Goods Sold
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July
2012
The Companys Cost of Goods Sold for the seven months period ended 31 July 2013 was Rp833,397
million, an increase of Rp13,644 million or equaled to 1.66% compared to the Cost of Goods Sold for the
seven months period ended 31 July 2012, which amounted to Rp819,753 million. The increase was mainly
contributed by direct labor expense for the seven months ended 31 July 2013 which increased Rp39,943
million or equaled to 144.34%.
25
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Cost of Goods Sold for the year ended 31 December 2012 was Rp1,471,020 million,
an increase of Rp150,436 million or equaled to 11.39% compared to the Cost of Goods Sold for the year
ended 31 December 2011, which amounted to Rp1,320,584 million. The increase was in line with the
increase in sales as a result of the increase in sales of herbal drink. In addition, the increase in Cost of
Goods Sold was mainly due to the purchase of raw materials and overhead expense for the year ended
31 December 2012, which increased by Rp75,190 million and Rp68,175 million, respectively or equaled
to 6.24% and 76.58%, respectively, compared to 2011.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Cost of Goods Sold for the year ended 31 December 2011 was Rp1,320,584 million, an
increase of Rp139,980 million or equaled to 11.86% compared to the Companys Cost of Goods Sold for the
year ended 31 December 2010, which amounted to Rp1,180,604 million. The increase was in line with the
increase in sales as a result of the increase in sales of energy drink, herbal drink, and drink and candy.
Compared to 2010, purchase of raw materials and overhead expense for the year ended 31 December 2011
increased by Rp146,219 million and Rp16,964 million, respectively or equaled to 13.81% and 23.54%,
respectively.
c. Gross Profit
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July
2012
The Companys Gross Profit for the seven months period ended 31 July 2013 was Rp559,789 million,
increased by Rp35,104 million or equaled to 6.69% compared to the Companys Gross Profit for the seven
months period ended 31 July 2012, which amounted to Rp524,685 million.
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Gross Profit for the year ended 31 December 2012 was Rp920,647 million, increased by
Rp42,958 million or equaled to 4.89% compared to the Companys Gross Profit for the year ended
31 December 2011, which amounted to Rp877,689 million.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Gross Profit for the year ended 31 December 2011 was Rp877,689 million, increased by
Rp191,755 million or equaled to 27.96% compared to the Companys Gross Profit for the year ended
31 December 2010, which amounted to Rp685,934 million.
26
27
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys General and Administrative Expenses for the year ended 31 December 2012 was Rp79,604
million, decreased by Rp21,524 million or equaled to 21.28% compared to the General and Administrative
Expenses for the year ended 31 December 2011, which amounted to Rp101,128 million. The decrease in
General and Administrative Expenses was mainly due to the decrease in tax expense and tax fine and
management fee by Rp11,502 million and Rp7.384 million, respectively.
In 2011, the Company received an STP (Surat Tagihan Pajak, Tax Collection Notice) on WHT Article 23,
WHT Article 25/29 and VAT which was recorded as tax expenses and tax fines at the amount of Rp11,502
million. Whereas professional fee decreased by 75.53% to Rp2,392 million.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys General and Administrative Expenses for the year ended 31 December 2011 was
Rp101,128 million, decreased by Rp31,135 million or equaled to 23.54% compared to the General and
Administrative Expenses for the year ended 31 December 2010, which amounted to Rp132,263 million. The
decrease in General and Administrative Expenses was mainly due to the decrease in tax expenses and tax
fine by Rp62,158 million. In 2010, the Company recorded tax expenses and tax fines of Rp73,660 million,
which consisted of SKPKB (Surat Ketetapan Pajak Kurang Bayar, Notice of Tax Deficiency) and Tax
Collection Notice in relation to WHT Article 21, 23, 25/29 and VAT. On the other hand, there was an
increase in salary and benefit expenses and professional fee expenses by Rp9,275 million and Rp9,134
million, respectively.
f.
28
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Other Finance Income for the year ended 31 December 2012 was Rp5,905 million,
decreased by Rp5,310 million or equaled to 47.35% compared to Other Finance Income for the year ended
31 December 2011, which amounted to Rp11,215 million. The decrease in Other Finance Income was
mainly due to the decrease in interest income from time deposit by Rp3,796 million or equals to 41.67%.
The Companys Other Finance Cost for the year ended 31 December 2012 was Rp708 million, increased by
Rp102 million or equaled to 16.83% compared to Other Finance Cost for the year ended 31 December
2011, which amounted to Rp606 million. The increase in Other Finance Cost was mainly due to the increase
in bank administration fee of Rp201 million or equals to 43.23%.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Other Finance Income for the year ended 31 December 2011 was Rp11,215 million,
increased by Rp4,562 million or equaled to 68.57% compared to Other Finance Income for the year ended
31 December 2010, which amounted to Rp6,653 million. The increase in Other Finance Income was mainly
due to the increase in interest on time deposit by Rp3,759 million or equaled to 70,25%.
The Companys Other Finance Cost for the year ended 31 December 2011 was Rp606 million, decreased
by Rp3,269 million or 84.36% compared to Other Finance Cost for the year ended 31 December 2010,
which amounted to Rp3,875 million. The decrease in Other Finance Cost was mainly due to the decrease in
interest on bank loan by Rp3,424 million or equaled to 96.53%.
g. Other Income and Expenses
The seven months period ended 31 July 2013 compared to the seven months period ended
31 July 2012
The Companys Other Income for the seven months period ended 31 July 2013 was Rp38,247 million,
increased by Rp33,319 million compared to Other Income for the seven months period ended 31 July 2012,
which amounted to Rp4,928 million, which was mainly due to other income from foreign exchange and the
sale of fixed assets by Rp26,778 million and Rp9,018 million, respectively.
The Companys Other Expenses for the seven months period ended 31 July 2013 was Rp43,532 million,
increased by Rp39,099 million or equaled to 882.00% compared to Other Expenses for the seven months
period ended 31 July 2012, which amounted to Rp4,433 million, which was mainly due to the increase in
interest expense and tax penalty.
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Other Income for the year ended 31 December 2012 was Rp6,628 million, increased by
Rp1,126 million or equaled to 14.52% compared to Other Income for the year ended 31 December 2011,
which amounted to Rp7,754 million, which was mainly due to income from foreign exchange.
The Companys Other Expenses for the year ended 31 December 2012 was Rp2,557 million, increased by
Rp289 million or equaled to 12.65% compared to Other Expenses for the year ended 31 December 2011,
which amounted to Rp2,268 million, which was mainly due to the increase in foreign exchange losses.
29
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Other Income for the year ended 31 December 2011 was Rp7,754 million, increased by
Rp2,060 million or equal to 36.18% compared to Other Income for the year ended 31 December 2010, which
amounted to Rp5,694 million, which was mainly due to the increase in income from sale of fixed assets by
Rp1,981 million as a result of the sale of Companys fixed assets in 2011.
The Companys Other Expenses for the year ended 31 December 2011 was Rp2,268 million, decreased by
Rp2,085 million or equals to 47.90% compared to Other Expenses for the year ended 31 December 2010,
which amounted to Rp4,353 million, which was mainly due to the decrease in foreign exchange losses by
Rp1,489 million.
h. Profit before Income Tax
The seven months period ended 31 July 2013 compared to the seven months period ended
31 July 2012
The Companys Profit before Income Tax for the seven months period ended 31 July 2013 was Rp279,828
million, increased by Rp25,193 million or equaled to 9.89% compared to Profit before Income Tax for the
seven months period ended 31 July 2012. The increase was mainly due to efficiency in the Companys
performance, which resulted in the decrease of Selling and Marketing Expenses incurred during the period.
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Profit before Income Tax for the year ended 31 December 2012 was Rp513,621 million,
increased by Rp58,577 million or equaled to 12.87% compared to Profit before Income Tax for the year
ended 31 December 2011, which amounted to Rp455,044 million. While operating profit for the ended year
in 2011 and 2012 respectively increased approximately 31% and 15%. Increase in operating profit was
affected by an increase in selling price of about 5% -15%. This was mainly due to the Companys policy to
improve efficiency of production activities which resulted in the increase in the Companys Gross Profit.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Profit before Income Tax for the year ended 31 December 2011 was Rp455,044 million,
increased by Rp115,852 million or equaled to 34.6% compared to Profit before Income Tax for the year
ended 31 December 2010, which amounted to Rp339,191 million.
30
i.
The seven months period ended 31 July 2013 compared to the seven months period ended
31 July 2012
The Companys Comprehensive Income for the seven months period ended 31 July 2013 was Rp207,999
million, increased by Rp17,0474 million or equaled to 8.93% compared to Comprehensive Income for the
seven months period ended 31 July 2012, which amounted to Rp190,952 million. The increase was mainly
due to the increase in the Companys sales and the Companys efficiency improvement on Selling and
Marketing Expenses during the period.
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys Comprehensive Income for the year ended 31 December 2012 was Rp387,538 million,
increased by Rp47,603 million or equaled to 14.00% compared to Comprehensive Income for the year
ended 31 December 2011, which amounted to Rp339,935 million. The increase was due to the increase in
sales by Rp193,394 million or equals to 8.80%. In addition, the Companys efficiency improvement on selling
and marketing expenses has resulted in a decrease of such expense by Rp922 million or equaled to 0.27%.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys Comprehensive Income for the year ended 31 December 2011 was Rp339,935 million,
increased by Rp102,766 million or equaled to 43.33% compared to Other Comprehensive Income for the
year ended 31 December 2010. The increase was mainly due to the increase in sales by Rp331,735 million
or equaled to 17.77%. In addition, the Company also improved its efficiency on selling and marketing
expenses.
The Companys planned efforts to improve future performance are as follows:
1.
2.
3.
4.
5.
31 July
2013
1.908.539
326.189
1.582.350
2012
2.150.999
846.348
1.304.651
2011
1.168.658
633.314
535.344
31 December
2010
890.202
543.793
346.409
20082
556.433
496.651
59.822
Note:
2Financial Highlights presented by comparison to 2008, the figures for the 2009 and 2008 are the proforma consolidated in 2009 and
2008, derived from the financial statements of 2009 and 2008 which have been audited by Public Accountant Hadori Sugiarto Adi &
Partners which at that time MM and SHIP financial statements are not consolidated in the financial statements of the Company.
a. Assets
The seven months period ended 31 July 2013 compared to the year ended 31 December 2012
As of 31 July 2013, the balance of the Companys assets was Rp1,908,539 million, decreased by
Rp242,460 million or equaled to 11.27% compared to total assets as of 31 December 2012, which amounted
to Rp2,150,999 million. The decrease was mainly due to the decrease in other receivables by Rp520,690
million, which is receivables from shareholders, decrease in cash and cash equivalents by Rp384,609
million, and the decrease in investment in associates by Rp101,903 million following the Companys
divestment in its associated entities, i.e., HCB in February 2013.
The decrease was accompanied by the increase in other investments by Rp614,563 million, where for the
purpose of maximizing the Companys assets value, the Company placed an investment of USD59.35
million on Universal Ventures Fund, SCC, an investment management company domiciled in Bridge Town
St. Michael, Barbados. The investment was financed by the Company and its Subsidiaries internal cash
flow.
The year ended 31 December 2012 compared to the year ended 31 December 2011
As of 31 December 2012, the balance of the Companys total assets was Rp2,150,999 million, increased by
Rp982,341 million or equaled to 84.06% compared to total assets as of 31 December 2011, which amounted
to Rp1,168,658 million. The increase was mainly due to the increase in other receivables by Rp485,125
million due to the receivables from shareholders in 2012 at the amount of Rp369,859 million and HCB at the
amount of Rp65,061 million.
Furthermore, the increasing of total assets also due to the increase in cash and cash equivalents by
Rp289,157 million bank loan due to receipt of PT Bank Central Asia Tbk and additional paid in capital.
32
The year ended 31 December 2011 compared to the year ended 31 December 2010
As of 31 December 2011, the balance of the Companys total assets was Rp1,168,658 million, increased by
Rp278,456 million or equaled to 31,28% compared to total assets as of 31 December 2010, which amounted
to Rp890,202 million. The increase was mainly due to the increase in other receivables by Rp180,406 million
as a result of disbursement of loan to shareholders and the Companys investment of shares in HCB at the
amount of Rp100,000 million in March 2011. Furthermore, the increase in assets was also due to the
increase in fixed assets by Rp90,283 million as a result of acquisition of fixed assets in the form of land and
machineries in 2011 at the amount of Rp66,992 million and Rp41,209 million.
b. Liabilities
The seven months period ended 31 July 2013 compared to the year ended 31 December 2012
As of 31 July 2013, the balance of the Companys total liabilities was Rp326,189 million, decreased by
Rp520,159 million or equaled to 61.46% compared to total liabilities as of 31 December 2012, which
amounted to Rp846,348 million. The decrease was mainly due to the decrease in tax payables by
Rp194,346 million and the decrease in short term bank loan by Rp186,541 million as a result of repayment
of loan to PT Bank Central Asia Tbk at the amount of Rp186,412 million. The repayment was intended to
improve the Companys loan structure and was financed by the Companys internal cash flow. Furthermore,
the decrease also caused by decreases in trade payables and other payables by Rp66,941 million and
Rp47,863 million.
The year ended 31 December 2012 compared to the year ended 31 December 2011
As of 31 December 2012, the balance of the Companys total liabilities was Rp846,347 million, increased by
Rp213,034 million or equaled to 33.64% compared to total liabilities as of 31 December 2011, which
amounted to Rp633,314 million. The increase was mainly due to the increase in short term bank loan by
Rp298,241 million due to the receipt of bank loan from PT Bank Central Asia Tbk by Rp298,751 million and
increae in taxes payable by Rp127,329 million. The increase in taxes payable was mainly due to the
increase in WHT Article 29 payable as a result of the increase in the Companys profit for the year and the
increase in WHT Article 4 paragraph 2 payable.
Furthermore, the increase in liabilities was also accompanied with the decrease in loan to shareholders by
Rp252,898 million.
The year ended 31 December 2011 compared to the year ended 31 December 2010
As of 31 December 2011, the balance of the Companys total liabilities was Rp633,314 million, increased by
Rp89,521 million or equaled to 16.46% compared to the total liabilities as of 31 December 2010, which
amounted to Rp543,793 million. The increase was mainly due to the increase in trade payables, accrued
expenses and advances received by Rp56,669 million, Rp37,632 million and Rp35,067 million, respectively
in relation the increase in the Companys sales activity in 2011, which resulted in the increase in purchase of
raw materials to support production process.
33
c. Equity
The seven months period ended 31 July 2013 compared to the year ended 31 December 2012
The Companys total equity as of 31 July 2013 was Rp1,582,350 million, increased by Rp277,699 million or
equaled to 21.29% compared to total equity as of 31 December 2012, which amounted to Rp1,304,651
million. The increase was mainly due to the increase in the Companys issued and paid-up capital by
Rp36,000 million resulting in a final balance of Rp1,350,000 million, whereas the Companys issued and
paid-up capital became 1,350,000 shares, followed by a decrease in the outstanding advance payment of
capital by Rp1,094,000 million. Furthermore, based on the decision of Shareholders on March 15, 2013, the
shareholders approved cash dividend which amounted to Rp150,300 million taken from net income of the
Company.
The year ended 31 December 2012 compared to the year ended 31 December 2011
The Companys total equity as of 31 December 2012 was Rp1,304,651 million, increased by Rp769,307
million or equaled to 143.70% compared to total equity as of 31 December 2011, which amounted to
Rp535,344 million. The increase was mainly due to the increase advance payment of capital by
Rp1,094,000. In addition, in 2012, based on the Shareholders Resolution dated 21 December 2012 the
shareholders approved and ratified cash dividend distribution of Rp559,113 million.
The year ended 31 December 2011 compared to the year ended 31 December 2010
The Companys total equity as of 31 December 2011 was Rp535,344 million, increased by Rp188,935
million or equaled to 54.54% compared to total equity as of 31 December 2010, which amounted
to Rp346,409 million. The increase was mainly due to the increase in Comprehensive Income recorded by
the Company in 2011, which amounted to Rp339,935 million. In addition, in 2011, the shareholders
approved and ratified cash dividend distribution of Rp160,000 million based on the Shareholders Resolution
taken from net income of the Company.
3.3 Liquidity and Funding Sources
Liquidity represents the Companys ability to meet its current financial liabilities, which is mainly derived from
cash flows from operational, investing and financing activities. The Company mainly requires liquidity to fund
its working capital to support the Companys expansion. The Companys main source of liquidity is the cash
received from customers, which are entirely received on an installment basis. As of the date of issuance of
this Prospectus, the Company does not have any liabilities in foreign currency so that there is no material
impact of changes in foreign currency denomination.
In the future, the Company will continue to rely on cash flows from operating activities and bank loans to
finance the Companys operational activities and capital expenditures. The Companys liquidity is expected
to continue to grow in line with the Companys growing business. The Companys strategy in managing
operational activities with regard to the Companys liquidity is through monitoring of projected liquidity
requirement to ensure the Company has adequate cash balance to meet its operational needs and maintain
adequacy of the undisbursed loan at all time to ensure the Companys ability to meet all limitations
or requirements of credit facilities. Based on historical performance and prospects of the Company, the
Company has the confidence and ability to generate cash based operations.
34
Description
Cash flows from Operating Activities
Cash flows from Investing Activities
Cash flows from Financing Activities
31 July 2013
(323,976)
(583,580)
522,947
2012
16,446
(179,925)
485,527
Cash used for investing activities for the year ended 31 December 2010 was Rp95,542 million. The cash
used for investing activities was mainly used for acquisition of fixed assets in the form of machineries and
equipments amounted to Rp57,685 Million.
Cash Flows from Financing Activities
Net cash flows from financing activities consists of proceeds from and payment of bank loans, proceeds
from and payment of loan from shareholders, payment of obligations under finance leases, payment of cash
dividends, receipts of capital contributions, decrease in proforma investments and advance payment of
capital. The Company relies on proceeds from bank loan and capital contributions for its financing activities.
Cash used for financing activities for the seven months period ended 31 July 2013 was Rp522,947million.
The cash used for financing activities was primarily from shareholders loan.
Cash provided by financing activities for the year ended 31 March 2012 was Rp485,527 million. The cash
provided by financing activities were mainly from the increase in the Companys issued and paid-up capital,
accompanied by payment of dividends to the Companys shareholders.
Cash used for financing activities for the year ended 31 December 2011 was Rp131,755 million. The cash
used for financing activities was mainly used for payment of dividends to the Companys shareholders.
Cash used for financing activities for the year ended 31 December 2010 was Rp55,465 million. The cash
used for financing activities was mainly used for the payment of dividends to the Companys shareholders
and payment of the Companys loan.
3.4 Financial Ratios Analysis
Solvency
Solvency is the ability in servicing all of its liabilities using all of its assets or equity. Solvency ratio may be
calculated using two methods as described below:
1. Total Liabilities divided by Total Equity (Equity Solvency)
2. Total Liabilities divided by Total Assets (Assets Solvency)
3. The Companys Equity Solvency Ratio as of 31 July 2013, 31 December 2012, 2011, 2010, 2009 and
2008 were 0.21; 0.65; 1.18; 1.57; 2.46 ad 8.30, respectively. Whereas the Companys Assets Solvency
Ratio as of 31 July 2013, 31 December 2012, 2011, 2010, 2009 and 2008 were 0.17; 0.39; 0.54; 0.61;
0.71 and 0.89, respectively. The decrease in solvency ratio was mainly due to capital contribution from
shareholders and the contribution from Comprehensive Income which continued to increase
in proportion to the growth of the Companys revenue.
36
Profitability
Profitability is measured by, among others, ratios such as Net Profit Margin, Return on Assets and Return on
Equity. These ratios represent the Companys ability to generate profit during a certain period.
1. Net Profit Margin is the ratio of net income to the Companys net sales. The Companys
Comprehensive Income Margin for the seven months period ended 31 July 2013 and for the years
ended 31 December 2012, 2011, 2010, 2009 and 2008 were 14.51%, 16.20%, 15.46%, 12.71%,
7.71% and 1.04%, respectively.
2. Return on Assets is the ratio of assets turnover in generating profit. The Companys Return on
Assets as of 31 July 2013, 31 December 2012, 2011, 2010, 2009 and 2008 were 10.60%, 18.02%,
29.09%, 26.64%, 15.73% and 1.94%, respectively.
3. Return on Equity is the ratio of Comprehensive Income to Equity. The Companys Return on Equity
as of 31 July 2013, 31 December 2012, 2011, 2010, 2009 and 2008 were 12.78%, 29.70%,
63.50%, 68.47%, 54.36% and 18.07%, respectively.
Comprehensive Income Margin, Return on Assets and Return on Equity from 2009 to 2012 showed
improvements as a result of the Companys Comprehensive Income which continued to increase from 2009
to 2012. The increase in Comprehensive Income was due to the increase in the Companys net sales in
proportion to the increase in the Companys business activities. The increase in ratios was also due to the
increase in Comprehensive Income which was higher than the increase in the Companys assets and equity.
3.5 The Companys Capital Expenditure
The Companys capital expenditure for the three months period ended 31 July 2013 and for the years ended
31 December 2012, 2011, 2010, 2009 and 2008 were as follows:
The following table presents information on capital expenditure for the following periods:
Description
Acquisition Cost
Land
Buildings
Machineries
Equipments
Vehicles
Office supplies
Finance leases
Fixed Asset in Progress
Construction in Progress
Machineries and Equipment in Progress
Total
31 July
2013
2012
31 December
2011
2010
1,888
91,749
20,173
960
192
-
86,042
17,831
37,166
4,697
4,867
245
-
66,992
41,209
1,720
6,157
239
-
518
13,305
6,135
1,669
225
581
8,174
592
22,354
-
4,957
-
14,349
37,308
123,728
173,202
121,274
74,090
The Companys capital expenditures were financed by internal funding and Rupiah denominated bank loan.
Most of the Companys capital expenditures were in Rupiah and the Company did not consider it necessary
to obtain loan in foreign currency.
37
The Companys capital expenditures primarily consisted of acquisition of fixed assets, particularly land,
buildings and machineries and equipment. This is conducted to maintain levels of operational performance,
increase production efficiency with rejuvenation machines and production facilities as well as increasing the
production capacity of the Company's flagship products are expected to improve the financial performance
of the Company in the future.
Based on the Company's operational standards, the Company's management continues to do a better
judgment and analysis of the efficiency and effectiveness of the Company's needs related to the purchase of
capital goods. It is conducted by the Company in order to minimize the impact when there is a problem
which is not in accordance with the purchase and objectives.
4. Risk Management
To manage and minimize risks, the Company conducts its operational activities based on Good Corporate
Governance. The Company also appoints Independent Commissioner(s) and Unaffiliated Director(s) to ensure
proper implementation of Good Corporate Governance and conducts internal audit(s), both financial and nonfinancial in scope.
In conducting its business, the Company faces various risks as explained in Chapter VI Business Risk in this
Prospectus. To minimize such risks the Company has implemented, among others, the following risk
management:
x
x
x
x
x
x
x
Product Risk Management is conducted through implementation of policy that requires inventory level and
purchase of goods to be in line with the demand and lead time of each product type and maintaining good
relationship with suppliers.
Business Competition Risk Management is conducted through continuous improvement on services to
customers and maintaining good relationship with each agents/distributors and customers. Furthermore, the
Company continuously innovate its herbal medicine products to address the continuously tightening
business competition.
Market Risk Management is conducted by cooperating with all agents/distributors in providing inputs
regarding customers preference on product types, models and packagings.
Changes in Interest Rate on Loan Risk Management are conducted by combining fixed rate and floating rate
loans.
Human Resources Risk Management is conducted by recruitment and training to meet the Companys
human resources requirement and conducting employees performance evaluation as a basis to reward
employees performance.
Insurance Risk Management is conducted through periodical review over the type of insurance and the sum
insured acquired to anticipate changes that occurred to ensure any losses that may arise are adequately
covered.
Loan Risk Management is conducted by monitoring and maintaining that obligations to bank lenders are met
in accordance with the requirements, both in terms of payment and administrative requirements.
In addition, the Company continues to seek efforts to manage risks in its business activities by implementing
mitigations related to the risks that currently exist and those that may be faced by the Company in conducting its
business activities. The mitigations related to the Companys business are, among others, as follows:
x
x
The Company always maintains good relationship with all stakeholders, including good relationships with
suppliers of the Companys raw material.
The Company always conducts transfer of knowledge to other management as well as carrying out
continuous regeneration to maintain its internal sustainability.
38
x
x
x
x
x
The Company always encourages innovation in developing the Companys herbal medicine products. In
addition, through consistency in proper selection and usage of raw materials, either in terms of types,
amount and quality, the Company believes it is capable to produce first rate herbal medicine and other
products to be able to face fierce business competition.
The Company always diligently prepares concept, theme, conducts talent and media selection and chooses
the right timing for its marketing campaign in accordance with the product character and its target market.
The Company conducts periodical repairs and maintenance of production machineries and equipments to
ensure damages are anticipated as soon as possible. The Company always prepares backup capacity for
several critical parts.
The Company continuously monitors and tests quality and maintains samples of each production batch for
three years.
The Company continuously conducts the necessary training to maintain and improve the expertise and skills
of the Companys human resources in order to maintain the quality of products sold by the Company, and
accordingly provides positive contributions to the Companys performance
The Company has implemented comprehensive risk management, carefully designed its factories and
infrastructures and insured its buildings and plant facility.
39
VI.
BUSINESS RISKS
Prospective investors should carefully consider the following risk factors as well as other information contained in
this Offering before investing in the Companys Shares. The risks described below are not the only risks that may
affect the Companys Shares. Certain risks not presently known to the Company or not presently considered
material may also affect the Companys business, cash flow, operational result, financial performance or
business prospects. In addition, investment over shares of companies incorporated in developing countries such
as Indonesia contains risks which may differ from investment over shares of companies incorporated in other
countries with a more advanced economic condition. In the event of changes to the global economic, social and
political condition, there is a possibility that the price of the Companys Shares in the stock exchange may decline
and investors may face potential loss in their investment.
The risks described below are risks that are considered material by the Company and Subsidiaries and have
been prepared based on their materiality and exposures to the Company and Subsidiaries financial
performance.
Company management stated that all risks faced by the Company and its Subsidiaries in conducting business
activities have been disclosed and compiled by the weight of the impact of each risk on the financial performance
of the Company and its Subsidiaries.
1.
40
exporting countries, such as ginseng, a traditional medicine from Korea. In addition, the Company also has to
compete with pure pharmaceutical industry in order to capture the medicine market share, which requires
additional efforts considering the public has not completely accepted traditional medicines.
1. 4. Risk of Distribution Network and Supply Chain
Majority of the Companys products are distributed through wholesalers, supermarkets, agents, shops and
retailers that are distributed across Indonesia. Interruption in downstream supply chain may affect the Companys
sales level.
1. 5. Risk of Ineffective Marketing Campaign of the Companys Products
In carrying out marketing activities for its products, the Company places advertisements in mass media on a
regular basis, one of which is the television (marketing campaign). Ineffectiveness of marketing campaigns may
result in financial losses and adversely affects the Companys business activities.
1. 6. Risk of Defects in Machineries and Equipments
Defects in machineries used for production processes may interrupt the Companys production activities, which
may result in declining production performance that would affect the fulfillment of the Companys production
target.
1. 7. Risk of Defective Products and Product Recalls from the Market
Disruption in production system may result in finished products that are below the Companys production
standards. The risks may arise as a result of incautiosness that may occur in any stage from the raw material
purchasing process up to the packaging process. Considering the final products are closely related to health
issues and medications for health, in preventing risks associated with defected products, the Company will have
to recall its products in the market should any of the following conditions occurs:
x Products that cause injuries, diseases or other side effects
x Contaminated, damaged or adulterated products
x Lawsuit from consumers who consider themselves harmed and experiencing health problems as a result of
using the Companys products.
Product recalls from the market may result in significant losses, damages to inventories and lost sales
opportunity as a result of product unavailability during a certain period.
1. 8. Risk of Human Resources
Human resources are one of the factors that the Company needs to maintain to preserve the sustainability of its
production and operational activities. Lack of qualified human resources may adversely affect the Companys
production and operational activities.
1. 9. Risk of Labor Strikes
The Company requires a large number of labors to support its business activities and production processes.
Mass labor strikes may disrupt production processes, which may hinder the fulfillment of the Companys
production target. To minimize the risk, the Company continuously maintains good industrial relationship.
41
42
adverse material effect to the Companys business activities, financial performance, results and business
prospects.
2. 3. Social, Economic, Political and Security Conditions
The Companys performance is dependent on Indonesias and global social, economic, political and security
conditions. The crisis in Europe also affects Indonesias economy, which adversely affects Indonesias industrial
activities. The condition may adversely affect the Companys business activities.
3.
3. 1. Risks Associated with the Relatively Limited Number of Shares offered in the Public Offering
Investors purchasing shares offered in this Initial Public Offering face the risk of illiquidity of the shares offered in
this Initial Public Offering as the percentage of shares offered is relatively limited even though it is relatively large
in numbers.
3. 2. Risks Associated with Share Price Fluctuation
The fluctuation in the trading of the Companys shares in the IDX may result in the decline of the Companys
shares price and investors may face potential loss in their investment. The following conditions may trigger the
decline of the Companys shares price:
x Perceptions of business prospects and business activities of the Company and its Subsidiaries and also
the herbal medicine industry in general.
x Announcements made by the Company in relation to operational activities or corporate actions.
x Changes in general economic, political and market conditions in Indonesia.
x Sale of Offered Shares by the Companys shareholders.
x Changes in companies shares prices, particularly those in Asia and developing countries
x General share price fluctuation in the stock market
x Difference between realization of the Companys financial condition and actual business result
compared to that expected by investors and analysts.
3. 3. Risks Associated with Capital Market in Indonesia
The Company has submitted its application for listing of the Offered Shares in IDX. Currently, there is no market
available to trade the said shares. There is no guarantee that the market for those shares will be developed.
Indonesias capital market is relatively less liquid and may become more volatile compared to capital market in
several other countries. In addition, securities prices in Indonesias capital market are generally more volatile
compared to securities prices in other capital markets.
The ability to sell and settle trades on the IDX may be subject to delays at any time. In light of the foregoing,
there can be no assurance that the holder of the Companys Offered Shares will be able to dispose of its Shares
at the prices or times that would be available to such holder in a more liquid and less volatile market, or to
dispose of its Shares at all.
Notwithstanding the approval of the Companys application for the listing of the Offered Shares, such listing will
not be effective for a maximum of 3 (three) Business Days following the end of allotment period for this Initial
Public Offering. During the period, the holders of shares are exposed to risk of share price fluctuation in the IDX
without the ability to dispose of the Offered Shares purchased through IDX.
43
44
3. 6. Risks Associated with the Companys Ability to Distribute Dividends in the Future
Future dividends distribution shall be depended on the Companys ability to generate profit. The Company is not
able to provide assurance that the investors will receive dividends in the periods subsequent to the Initial Public
Offering. The foregoing may be due to net loss recorded for the current year or retention of the Companys net
profit to support future business developments. In addition, there is no assurance that the Company will be able
to distribute dividends in the same amount as the previous years.
3.7.
In order to protect the right of minority shareholders of public companies from transaction which has a conflict of
interest, Rule No. IX.E.I grants the right to independent shareholders to cast a vote to approve or reject any
material or immaterial transaction that contains conflict of interest as set forth by OJK, except for the transactions
that are exempted by OJK. The requirements to obtain approval from independent shareholders may burden the
Company in terms of time and money dan may cause the Company to release certain transactions which
otherwise would be the Companys best decision. In addition, there can be no assurance that approval from
independent shareholders may be obtained.
Rule No.IX.E.I stipulates the requirements concerning the procedures to conduct affiliated transactions. Rule No.
IX.E.1 defines two types of transactions, i.e., affiliated transactions and transactions with conflict of interest.
Affiliated transaction is defined as transaction conducted by the company or entities under common control of
Affiliates of the company or Affiliates of member of the Board of Directors, Board of Commissioners or principal
shareholders of the company which owns a minimum of 20% legitimate casting vote from the Companys issued
capital. Affiliated transaction does not require prior approval from the Companys independent shareholders.
Except for certain exemptions, public companies must disclose the information regarding affiliated transactions to
public, including a summary of independent appraisal report. However, affiliated transaction may qualify as
transaction which has a conflict of interest when there is a difference between the Companys economic interest
and the personal economic interest of the members of the Board of Directors, Board of Commissioners or
principal shareholders that my inflict financial losses upon the company. When a transaction qualifies as a
transaction which has a conflict of interest, with certain exceptions, the transaction requires prior approval of the
independent shareholders who do not have any conflict of interest with respect to the said transaction and who
are not affiliated to the members of the Board of Directors, Board of Commissioners or principal shareholders
that do not have conflict of interest.
Transaction which has a conflict of interest must be approved by the GMS that is attended by more than 50% of
independent shareholders and must be approved by more than 50% of independent shareholders. In the event
that the quorum of attendance is not achieved, the resolution of the second GMS shall be valid under the same
quorum requirement of the first GMS; however the voting for approval is granted at 50% from the present
independent shareholders or their proxies. The third GMS may only convene upon approval of OJK.
If the transaction which has a conflict of interest does not obtain the approval from independent shareholders in a
GMS that has reached the quorum of attendance, the plan for the said transaction which has a conflict of interest
may not be resubmitted in less than 12 months from the date of refusal.
The Companys Management hereby represents that all business risks have been disclosed and
prepared according to the level of such risks against the Companys and its Subsidiaries financial
performance.
45
VII.
As of the date of issuance of this Prospectus, there are no important event that has material impact to the
Company and its Subsidiaries financial and business result subsequent to the date of the Independent Auditors
Report dated 26 September 2013 which has been reissued in the report dated 28 October 2013 on the
consolidated financial statements for the seven month period ended July, 31 2013 as audited by Public
Accountant Firm Tanubrata, Sutanto, Fahmi & Partners signed by Indra Sri Wwidodo SE, Ak, CPA with
unqualified opinion, except for the event or important transactions disclosed below:
By Deed of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido
Muncul Tbk No. 33 dated 18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has
received approval from the Minister of Justice and Human Rights under No. AHU-49556.AH.01.02.Year 2013
dated 24 September 2013 and was registered in the Company Registry under No. AHU-0089234.AH.01.09.Year
2013 dated 24 September 2013.
Approved the change of status asserted and agree as follows:
1. Changes to the Articles of Association of the Company, among others :
Approved the changes to the Company's authorized capital amounted to Rp5,000,000,000,000 (five trillion
Rupiah) divided into 50,000,000,000 (fifty billion) shares, at par value of Rp100 (one hundred Rupiah)
2. Approved the allocation of shares as much as 10% of total issuance of new shares, in order to Employee
Stock Allocation (ESA) program with respect to Bapepam-LK or the Financial Services Authority regulations
and Stock Exchange Regulations.
3. Received and accepted the resignation of Ray Nugraha Yoshuara effective on 15 September 2013.
4. Change the composition of the Companys Board of Directors and Board of Commissioners to be as follows:
Board of Commissioners
President Commissioner
Commissioner
Independent Commissioner
:
:
:
Directors
President Director
Director
Director
Unaffiliated Director
:
:
:
:
Irwan Hidayat
Sofyan Hidayat
David Hidayat
Revi Firmansjah
46
47
VIII.
48
Since the Companys establishment, the Companys Articles of Associations have been amended several times
as outlined below:
1. Deed of Minutes of Meeting No. 15 dated 6 March 1998 in relation to the Deed of Amendment of Minutes of
Meeting No. 8 dated 11 November 1998 and Deed of Minutes of Meeting No. 9 dated 15 January 1999, the
three of which were drawn up before Subiyanto Putro, SH., Notary in Semarang. The aforementioned deeds
have received formalization from the Miniter of Justice and Human Rights of the Republic of Indonesia by
virtue of Decree No. C-12633 HT.01.04-TH.99 dated 8 June 1999, and the Notification on Changes to the
Articles of Association was received and recorded under No. C-12632 HT.01.04-TH.99 dated 8 June 1999
and were registered in the Company Registry in accordance with the Company Law at Semarang Company
Registry Office under No. 527/BH-11.01/I/2000 dated 25 January 2000, and were announced in the SGRI
No. 39 dated 16 May 2000, SSGRI No. 2441/2000, whereby the shareholders approved the amendment of
the Companys Articles of Association in its entirety to conform to the provisions of Law No. 1 Year 1995
concerning Limited Liabilities Company, amended article 1 paragraph 1 of the Articles of Association
regarding the change of the Companys name to PT Industri Jamu dan Farmasi Sido Muncul, domiciled in
Semarang and amended the provisions of Article 4 paragraph 1, 2 and Article 3 of the Articles of
Association.
2. Deed of Minutes of Meeting of the Company No. 32 dated 29 March 2004, drawn up before Subiyanto Putro,
SH., Notary in Semarang, which has received formalization from the Minister of Justice and Human Rights of
the Republic of Indonesia by virtue of Decree No. C-11480 HT.01.04.TH.2004 dated 10 May 2004 and was
registered in the Company Registry in accordance with the Company Law at Semarang Company Registry
Office under No. 0175/RUB.11.01/VI/2004 dated 1 June 2004 and was announced in the SGRI NO. 52
dated 29 June 2004, SSGRI No. 6167/2004, whereby the shareholders approved the increase of the
Companys authorized, issued and paid-up capital (hereinafter referred to Deed No. 32 dated 29 March
2004).
3. Amendment to the Articles of Association to conform to the Company Law as incorporated in the Deed of
Minutes of Meeting of the Company No. 45 dated 30 August 2007, drawn up before Subiyanto Putro, SH.,
Notary in Semarang, which has received formalization from the Minister of Justice and Human Rights of the
Republic of Indonesia by virtue of Decree No. C-07691 HT.01.04-TH.2007 dated 27 December 2007 and
was registered in the Company Registry in accordance with the Company Law at Semarang Company
Registry Office under No. 073/RUB-11.01/II/2008 dated 27 February 2008, and the Receipt of Notice of
Amendement to Articles of Association was received and recorded in the Ministry of Justice and Human
Rights Legal Entities Administration System database under No. AHU-AH.01.10-1735 dated 23 January
2008, registered in the Company Registry under No. AHU-0004962.AH.01.09.Year 2008 dated 23 January
2008, and was announced in the SGRI No 40 dated 16 May 2008, SSGRI No. 6449/2008 (hereinafter
referred to as Deed No. 45 dated 30 August 2007).
4. Deed of Minutes of Meeting of the Company No. 40 dated 26 April 2010, drawn up before Subiyanto Putro,
SH, MKn, Notary in Semarang, concerning the amendment of the Companys aim and objectives. The
aforementioned Deed has received formalization from the Minister of Justice and Human Rights of the
Republic of Indonesia by virtue of Decree No. AHU-24966.AH.01.02.Year 2010 dated 17 May 2010 and was
registered in the Company Registry under No. AHU-0036959.AH.01.09.Year 2010 dated 17 May 2010 and
was announced in the SGRI NO. 36 dated 6 May 2011, SSGRI No. 12018/2011 (hereinafter referred to as
Deed No. 40 dated 26 April 2010).
5. Deed of the Companys Shareholders Resolutions No. 60 dated 27 December 2010, drawn up before
Dewikusuma, SH., Notary in Semarang, concerning the amendment of Article 4 Paragrahp 1, 2 and 3 of the
Companys Articles of Association. The aforementioned deed has received formalization from the Minister of
Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU-04129.AH.01.02.Tahun
2013 dated 4 February 2013 and was registered in the Company Registry under No. AHU0007107.AH.01.09.Year 2013 dated 4 February 2013 and published in BNRI No. 37 dated 7 May 2013,
TBNRI No. 27162/2013 (hereinafter referred to as Deed No. 60 dated 27 December 2012).
49
6. Deed of Resolutions of the Shareholders of PT Industri Jamu and Farmasi Sido Muncul, domiciled in
Semarang No. 12 dated 13 March 2013, drawn up before Desikusuma, SH., Notary in Semarang,
concerning the amendment of Article 4 paragraph 1 of the Companys Articles of Association. The
aforementioned deed has received formalization from the Minister of of Justice and Human Rights of the
Republic of Indonesia by virtue of Decree No. AHU-13746.AH.01.02.Year 2013 dated 18 March 2013 and
was registered in the Company Registry under No. AHU-0023613.AH.01.09.Year 2013 dated 18 March
2013 and published in No. BNRI. 37 dated May 7, 2013, No. TBNRI. 27163/2013 (hereinafter referred to as
Deed No. 12 dated 13 March 2013).
7. Deed of Resolutions of the Shareholders of PT Industri Jamu and Farmasi Sido Muncul, domiciled in
Semarang No. 23 dated 21 March 2013, drawn up before Desikusuma, SH., Notary in Semarang,
concerning the amendment of Article 4 paragraph 2 of the Companys Articles of Association. The
aforementioned deed has received formalization from the Minister of of Justice and Human Rights of the
Republic of Indonesia by virtue of Decree No. AHU-AH.01.10-11347 dated 28 March 2013 and was
registered in the Company Registry under No. AHU-0027381.AH.01.09.Year 2013 dated 28 March 2013 and
published in No. BNRI. 37 dated May 7, 2013, No. TBNRI. 27163/2013 (hereinafter referred to as Deed
No. 23 dated 21 March 2013).
8. Deed of Resolutions of the Shareholders of PT Industri Jamu and Farmasi Sido Muncul No. 53 dated 11
June 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received formalization from the
Minister of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU33406.AH.01.02.Year 2013 dated 20 June 2013 and was registered in the Company Registry under
No. AHU-0058325.AH.01.09.Year 2013 dated 20 June 2013 and notification of Amandment to the Articles of
Association was received and recorded in the database of Legal Administration of the Ministry of Justice and
Human Rights No. AHU-AH.01.10-29127 dated 16 July 2013 regarding Acceptance Notification of
Amandment to the Articles of Association of Company and was registered in the Company Registry
No. AHU-0067884.AH.01.09. Year 2013 dated 16 July 2013, whereby the shareholders approved the
change of the Companys status from Private Limited Company to Public Limited Company and the
amendment of the Articles of Association in its entirety to conform to Rule No. IX.J.1 and its implementing
regulations, which resulted in the change of the Companys name to PT Industri Jamu dan Farmasi Sido
Muncul Tbk (hereinafter referred to as Deed No. 53 dated 11 June 2013).
9. Deed of Resolutions of the Shareholders of PT Industri Jamu and Farmasi Sido Muncul No. 33 dated
18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received formalization
from the Minister of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU49556.AH.01.02 Tahun 2013 tanggal 24 September 2013 and was registered in the Company Registry
under No. AHU-0089234.AH.01.09.Year 2013 dated 24 September 2013 and notification of Amandment
to the Articles of Association was received and recorded in the database of Legal Administration of the
Ministry of Justice and Human Rights No. AHU-AH.01.10-41201 dated 9 October 2013 regarding
Acceptance Notification of Amandment to the Articles of Association of Company and was registered in the
Company Registry No. AHU-0092498.AH.01.09.Year 2013 dated 9 October 2013, regarding the
reaffirmation of the status of the company became a public listed company, approved the allocation
of shares up to 10% of total issuance of new shares for Employee Stock Allocation program (ESA) and
changed the article 4, paragraph 1 of the the Companys Articles of Association.
2. Licenses and Permits of the Company
The Companys aim and objective is to engage in herbal medicine and pharmaceutical industry, trade, ground
transportation, service and agriculture.
50
In carrying out its business activities, the Company has obtained the required licenses and permits from the
authorized government agency. Significant licenses and permits obtained are, among others, as follows:
Ministry of Health (formerly known as Department of Health)
License
Traditional Medicine
Industry Business
License
Issued by
Directorate General of
Pharmaceutical Services
and Medical Devices
Certificate of CPOTB
(Cara Pembuatan
Obat Tradisional
yang Baik, Good
Manufacturing
Practices for
Traditional Medicine)
Directorate General of
Drugs and Food Controls,
Directorate of Traditional
Medicine Controls
Validity Period
For and indefinite period as
long as the Company
remains active in its
production activities
-
Certificate of CPOB
(Cara Pembuatan
Obat yang Baik,
Good Manufacturing
Practices)
Directorate General of
Drugs and Food Controls,
Directorate of Traditional
Medicine Controls
51
Description
Authorized Capital
Shareholders:
Jahja Hidayat
Siem Giok Hwa
Sofjan Hidajat
Issued and Paid-up Capital
Shares in Portfolio
3,000,000
3,000,000
1,500,000
7,500,000
22,500,000
%
100.00
40.00
40.00
20.00
100.00
-
Capital contribution as of the date of establishment was based on assets and liabilities of the limited partnership
CV Industri Jamu & Farmasi Sido Muncul as stated in the latest financial statement of the limited partnership
dated 18 March 1975 and valued at Rp7.500.000,- (seven million five hundred thousand Rupiah).
Year 1976-1997
In accordance with the Deed of Sale of Shares in Portfolio No. 2 dated 1 July 1976, drawn up before Kahirman
Gondodiwirjo SH., Notary in Semarang, the Company issued 50 (fifty) shares from its portfolio, whereby as
stated in the aforementioned Deed, the Company, hereinafter referred to as Seller sold the Companys shares
at par or Rp150,000 (one hundred fifty thousand Rupiah) per share to the following Buyers: 5 (five) shares to
Jahja Hidayat, 5 (five) shares to Siem Giok Hwa, 10 (ten) shares to Irwan Hidajat, 10 (ten) shares to Johan
Hidajat, 10 (ten) shares to Sandra Linata and 10 (ten) shares to David Hidajat, that were fully paid with a price on
par or Rp150,000 (one hundred fifty thousand Rupiah) or entirely at Rp7,500,000 (seven million five hundred
Rupiah) paid in cash to the Company. In light of the foregoing, the capital and shareholding structure were as
follows:
Description
Authorized Capital
Shareholders:
Jahja Hidajat
Siem Giok Hwa
Irwan Hidajat
Sofjan Hidajat
Yohan Hidajat
Sandra Linata
David Hidajat
Issued and Paid-up Capital
Shares in Portfolio
3,750,000
3,750,000
1,500,000
1,500,000
1,500,000
1,500,000
1,500,000
15,000,000
15,000,000
%
100.00
25.00
25.00
10.00
10.00
10.00
10.00
10.00
100.00
-
Based on the Deed of Grant of Shares No. 83 dated 30 August 1994, drawn up before Hartanto Pandji Surya,
SH, Notary in Semarang, the beneficiaries of Jahja Hidayat (the Late who died on 6 July 1994) one and another
based on the Certificate of Inheritance Rights No. 1/VIII/1994 dated 22 August 1994 drawn up by the same
notary, the Lates children were named Irwan Hidajat, Sofyan Hidajat, Johan Hidajat, Ny. Sandra Linata Hidajat,
and David Hidajat (jointly referred to as the First Party), donated free of charge to Ny. Janda Desy Sulistio (Siem
Giok Hwa), who is also the heir of the Late (the Lates wife), as the Second Party of all the rights as the
52
beneficiaries of 25 shares in the Company. Following the grant of shares, the composition of the owners /
shareholders of the Company after the implementation of the grant are as follows:
Description
Authorized Capital
Shareholders:
Siem Giok Hwa
Irwan Hidajat
Sofjan Hidajat
Johan Hidajat
Sandra Linata
David Hidajat
Issued and Paid-up Capital
Shares in Portfolio
7,500,000
1,500,000
1,500,000
1,500,000
1,500,000
1,500,000
15,000,000
15,000,000
%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-
According to the Affirmation and Representation Letter of the Company as prepared by all of the Companys
shareholders on 31 May 2013, it is stated that after the date of 30 August 1994 and before the date of 23 May
1996, the Company published/issued 100 shares were purchased by the Companys shareholders in proportion
to their respective ownership percentage and payment of the shares were made in cash to the Company. The
Shareholders affirmed that that the issued shares were purchased by the shareholders and payment of the
shares were made in cash to the Company. The shares issuance were conducted in accordance to the articles
ofassociation and the applicable regulations, with the following details (i) Siem Giok Hwa purchased 50 (fifty)
shares or Rp 7.500.000, - (ii) Irwan Hidajat purchased ten (10) shares, (iii) Sofian Hidayat purchased 10 (ten)
shares or Rp 1.500.000, - (iv) Johan Hidayat purchased 10 (ten) shares or Rp 1.500.000, - (v) Sandra Linata
Hidajat purchased 10 (ten) shares or Rp 1.500.000, - and (vi) David Hidayat purchased ten (10) shares
or Rp 1.500.000,- thererefore the authorized, issued and paid-up capital of the Company became
Rp 30.000.000,- (thirty million Rupiah) consisting of 200 (two hundred) shares with the following shareholdings
structure:
Description
Authorized Capital
%
100.00
Shareholders
53
100
15,000,000
50.00
20
20
20
20
20
200
-
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
30,000,000
-
10.00
10.00
10.00
10.00
10.00
100.00
-
Year 1998-1999
In accordance with the Deed of Minutes of Meeting of the Company No 15 dated 6 March 1998 in relation to the
Deed of Minutes of Meeting No 9 dated 15 January 1999, both of which were drawn up by Subiyanto Putro, SH.,
Notary in Semarang, the shareholders of the Company approved the increase of the shares nominal value from
Rp150,000 (one hundred fifty thousand Rupiah) to Rp 1,000,000 (one million Rupiah), the increase of authorized
capital from Rp30,000,000 (thirty million Rupiah) to Rp30,000,000,000 (thirty billion Rupiah) and amended the
Companys issued and paid-up capital which the original 200 (two hundred) shares or Rp 30,000,000 (thirty
million Rupiah) to 8,000 (eight thousand) shares or for Rp8,000,000,000 (eight billion Rupiah). Capital
contribution pertaining to the increase of capital was paid in cash. In light of the foregoing, the Companys capital
structure was as follows:
Description
Authorized Capital
Shareholders:
Mrs. Jd. Desy Sulistio Hidayat
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio
4,000,000,000
800,000,000
800,000,000
800,000,000
800,000,000
800,000,000
8,000,000,000
22,000,000,000
%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-
Year 2004
In accordance with the Deed of Minutes of Meeting of the Company No. 32 dated 29 March 2004, drawn up
before Subiyanto SH., Notary in Semarang, the shareholders of the Company approved the increase of the
Companys authorized capital from Rp30,000,000,000 (thirty billion rupiah) to Rp100,000,000,000 (one hundred
billion Rupiah) and the increase of the Companys issued and paid-up capital from 8,000 (eight thousand) shares
or a total of Rp8,000,000,000 (eight billion Rupiah) to 30,000 (thirty thousand) shares or a total of
Rp30,000,000,000 (thirty billion Rupiah). The capital contribution pertaining to the increase in capital was paid-up
in cash. In light of the foregoing, the Companys capital structure was as follows:
Description
Authorized Capital
Shareholders:
Mrs. Jd. Desy Sulistio Hidayat
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
Mrs. Sandra Linata Hidajat
David Hidayat
Issued and Paid-up Capital
Shares in Portfolio
54
15,000,000,000
3,000,000,000
3,000,000,000
3,000,000,000
3,000,000,000
3,000,000,000
30,000,000,000
70,000,000,000
%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-
Year 2007
In accordance with the Deed of Minutes of Meeting of the Company No. 45 dated 30 August 2007, drawn up
before Subiyanto SH., Notary in Semarang, the shareholders of the Company approved the issuance of 6,000
(six thousand) new shares from the entire shares in the portfolio, which were entirely subscribed proportionally by
the shareholders, and the capital contribution pertaining to the increase in capital was paid-up in cash. In light of
the foregoing, the Companys capital structure was as follows:
Description
Authorized Capital
Shareholders:
18,000
3,600
3,600
3,600
3,600
3,600
36,000
64,000
18,000,000,000
3,600,000,000
3,600,000,000
3,600,000,000
3,600,000,000
3,600,000,000
36,000,000,000
64,000,000,000
%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-
Year 2012
In accordance with Deed No. 60 dated 27 December 2012, drawn up before Dewikusuma, SH., Notary in
Semarang, the shareholders approved the increase in the Companys authorized capital from
Rp100,000,000,000 (one hundred billion Rupiah) to Rp1,130,000,000,000 (one trillion one hundred thirty billion
Rupiah) and the increase of the Companys issued and paid-up capital from Rp36,000,000,000 (thirty six billion
Rupiah) to Rp1,130,000,000,000 (one trillion one hundred thirty billion Rupiah). The entire increase of capital
was subscribed proportionally by the shareholders and the capital contribution was paid up in cash. In light of the
foregoing, the Companys capital structure was as follows:
Description
Authorized Capital
Shareholders:
55
565,000,000,000
113,000,000,000
113,000,000,000
113,000,000,000
113,000,000,000
113,000,000,000
1,130,000,000,000
-
%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-
Year 2013
In accordance with Deed No. 12 dated 13 March 2013, drawn up before Dewikusuma, SH., Notary in Semarang,
the shareholders approved the increase of the Companys authorized capital from Rp1,130,000,000,000 (one
trillion one hundred thirty billion Rupiah) to Rp4,500,000,000 (four trillion five hundred billion Rupiah) so that the
Companys capital structure was as follows:
Description
Authorized Capital
Shareholders:
565,000,000,000
113,000,000,000
113,000,000,000
113,000,000,000
113,000,000,000
113,000,000,000
1,130,000,000,000
3,370,000,000,000
%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-
In accordance with Deed No. 23 dated 21 March 2013, drawn up before Dewikusuma, SH., Notary in Semarang,
the shareholders approved the issuance of shares in portfolio of Rp220,000,000,000 (two hundred twenty billion
Rupiah) and the increase in issued and paid-up capital from Rp1,130,000,000,000 (one trillion one hundred thirty
billion Rupiah) to Rp1,350,000,000,000 (one trillion three hundred fifty billion Rupiah). The issuance of shares
from portfolio was fully subscribed proportionally by the shareholders and the capital contribution was paid up in
cash. In light of the foregoing, the Companys capital structure was as follows:
Description
Authorized Capital
Shareholders:
56
675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
1,350,000,000,000
3,150,000,000,000
%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-
In accordance with the Deed of Resolutions of the Shareholders of the Company No. 53 dated 11 June 2013,
drawn up before Fathiah Helmi, SH., Notary in Jakarta, the shareholders approved the changes of the nominal
value of the shares from Rp1,000,000 (one million Rupiah) to Rp100 (one hundred Rupiah). In light of the
foregoing value change, the Companys capital structure was as follows:
Description
Authorized Capital
Shareholders:
675,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
135,000,000,000
1,350,000,000,000
3,150,000,000,000
%
100.00
50.00
10.00
10.00
10.00
10.00
10.00
100.00
-
In accordance with the Deed of Resolutions of the Shareholders of the Company No. 33 dated 18 September
2013, drawn up before Fathiah Helmi, SH., Notary in Jakarta and which has received formalization from the
Minister of of Justice and Human Rights of the Republic of Indonesia by virtue of Decree No. AHU49556.AH.01.02 Tahun 2013 tanggal 24 September 2013 and was registered in the Company Registry under
No. AHU-0089234.AH.01.09.Tahun 2013 tanggal 24 September 2013, the shareholders approved to increase
the authorized capital of the Company which was originally Rp4,500,000,000,000 (four trillion five hundred billion
rupiah) to Rp 5,000,000,000,000 (five trillion rupiah) to the Company's capital structure is as follows:
Description
Authorized Capital
Shareholders:
6.750.000.000
1.350.000.000
1.350.000.000
1.350.000.000
1.350.000.000
1.350.000.000
13.500.000.000
36.500.000.000
675.000.000.000
135.000.000.000
135.000.000.000
135.000.000.000
135.000.000.000
135.000.000.000
1.350.000.000.000
3.650.000.000.000
%
100,00
50,00
10,00
10,00
10,00
10,00
10,00
100,00
-
57
Board of Commissioners
President Commissioner
Commissioner
Independent Commissioner
:
:
:
Directors
President Director
Director
Director
Unaffiliated Director
:
:
:
:
Irwan Hidayat
Sofyan Hidayat
David Hidayat
Revi Firmansjah
Based on the aforementioned Deed No.33 dated 18 September 2013, the term of office of the Companys Board
of Directors and Board of Commissioners commenced on the signing of Deed No. 33 dated 18 September 2013
until the closing of Companys Annual GMS held in 2016.
The appointment of the Board of Commissioners and Board of Directors was in conformity with Bapepam-LK
Rule No. IX.I.6, Annex to Decree The Chairman of Bapepam-LK No. Kep-45/PM/2004 dated 29 November 2004
regarding Directors and Commissioners of a Public Company. Brief information on each member of the
Companys Board of Commissioners and Board of Directors is as follows.
Board of Commissioners:
58
59
Directors:
60
Phone
Fax
: Tiur Simamora
: Menara Suara Merdeka Building 6th Floor
Jl Pandanaran No.30
Semarang 50134, Indonesia
: (+6224) 7692-8811
: (+6224) 7692-8815
61
As part of its commitment on transparency to all stakeholders, the Company appointed a Corporate Secretary
whose role is to provide information regarding the Company to public (the Government of Indonesia, investors
and public), and provide information on relevant regulations to the Board of Directors. The Corporate Secretary
provides information on the Companys condition, market development (particularly concerning regulation) and
recommendation to the Management in the effort to comply and fulfill the prevailing capital market regulation.
Therefore, the Corporate Secretary has three main functions, i.e., as Liason Officer, Complience Officer and
Investor Relation Executive. The Corporate Secretary also plays an important role in providing key information
to the stakeholders.
Audit Committee
In order to comply with the provisions of Bapepam-LK Rule No.IX.I.5, Annex to the Decree of Bapepam-LK
Chairman No. Kep-643/BL/2012 dated 7 December 2012 regarding the Formation and Guidelines for Audit
Committee, based on the Companys representation letter dated 9 October 2013, the Company shall establish
and appoint an audit committee at a date no later than 6 months since the listing date of the Companys shares
on the IDX or the Companys next GMS, whichever is earlier.
Internal Audit Unit Charter
The Company has established Internal Audit Unit and Internal Audit Charter as required by the provisions of
Bapepam-LK Rule No. IX.I.7, Annex to the Decree of Bapepam and LK Chairman No. Kep-496/BL/2008 dated
28 November 2008 regarding Establishment and Guidelines on Preparation of Internal Audit Unit Charter, which
was stipulated by the Companys Board of Directors by virtue of Letter No. 002/SM/SKDIR/VI/13 dated 18 June
2013. The Company has appointed Ms. Ho Siu May as the Head of Internal Audit Unit.
In carrying out its functions, the Internal Audit Unit duties are as follows:
a. Prepare and carry out annual internal audit plan;
b. Test and evaluate the implementation of internal control and risk management system in accordance with
the company policies;
c. Perform inspection and evaluation on the efficiency and effectiveness in finance, accounting, operational,
human resources, marketing, information technology department and other activities;
d. Provide recommendation of improvement and objective information on inspected activities to all levels of
management;
e. Prepare and submit audit result report to the President Director and the Board of Commissioners;
f. Monitor, analyze and report the implementation of the recommended follow up actions for improvements;
g. Cooperate with Audit Committee;
h. Prepare a program to evaluate the quality of internal audit activities conducted; and
i. Perform special inspection within the scope of internal control as assigned by the President Director.
Internal Audit Unit shall prepare and report their audit result in a report to the auditee. The Head of the
department or unit being audited shall response to the audit result within 14 days. The response shall include the
steps to be taken by the respective department/unit in order to meet the advices/recommendation for
improvements stated in the internal audit report. If considered necessary, a timetable may be set for the steps
to be taken by the said department/unit. The audit report shall be submitted to the President Director and copied
to the Board of Directors and Board of Commissioners.
62
Company
Director
Manager
Supervisor
Staff
Sub Total
MM
Director
Manager
Supervisor
Staff
Sub Total
SHIP
31 December 2012
Amount
%
31 December 2011
Amount
%
31 December 2010
Amount
%
12
30
214
3,510
3,766
0.30
0.76
5.40
88.59
95.05
8
39
440
2,803
3,290
0.23
1.12
12.66
80.66
94.68
8
39
407
2,469
2,923
0.26
1.26
13.12
79.62
94.26
8
37
378
2,109
2,532
0.30
1.37
14.00
78.11
93.78
8
13
11
119
151
0.20
0.33
0.28
3.00
3.81
8
11
11
118
148
0.23
0.32
0.32
3.40
4.26
8
11
9
129
157
0.26
0.35
0.29
4.16
5.06
8
10
9
129
156
0.30
0.37
0.33
4.78
5.78
63
31 July 2013
Managemant
Level
Amount
%
Director
Manager
Supervisor
Staff
Sub Total
Total
7
1
37
45
3,962
31 December 2012
Amount
%
0.18
0.03
0.00
0.93
1.14
100.00
7
1
29
37
3,475
0.20
0.03
0.00
0.83
1.06
100.00
31 December 2011
Amount
%
31 December 2010
Amount
%
31 December 2011
Amount
%
31 December 2010
Amount
%
7
1
13
21
3,101
0.23
0.03
0.00
0.42
0.68
100.00
1
1
10
12
2,700
0.04
0.04
0.00
0.37
0.44
100.00
By Age Level
Age
Company
31 July 2013
Amount
31 December 2012
Amount
%
18 - 24 years
25 - 34 years
35 - 44 years
45 - 54 years
More than 55 years
Amount
MM
506
1,265
747
289
959
3,766
12.77
31.93
18.85
7.29
24.20
95.05
380
1,053
721
274
862
3,290
10.94
30.30
20.75
7.88
24.81
94.68
208
962
706
265
782
2,923
6.71
31.02
22.77
8.55
25.22
94.26
103
817
672
257
683
2,532
3.81
30.26
24.89
9.52
25.30
93.78
18 - 24 years
25 - 34 years
35 - 44 years
45 - 54 years
More than 55 years
Amount
SHIP
10
38
53
38
12
151
0.25
0.96
1.34
0.96
0.30
3.81
11
41
44
40
12
148
0.32
1.18
1.27
1.15
0.35
4.26
12
50
53
30
12
157
0.39
1.61
1.71
0.97
0.39
5.06
11
54
53
27
11
156
0.41
2.00
1.96
1.00
0.41
5.78
18 - 24 years
25 - 34 years
35 - 44 years
45 - 54 years
More than 55 years
Amount
Total
23
12
4
1
5
45
3,962
0.58
0.30
0.10
0.03
0.13
1.14
100.00
15
13
3
1
5
37
3,475
0.43
0.37
0.09
0.03
0.14
1.06
100.00
4
10
1
1
5
21
3,101
0.13
0.32
0.03
0.03
0.16
0.68
100.00
5
7
12
2,700
0.19
0.26
0.00
0.00
0.00
0.44
100.00
By Educational Level
Educational
Level
Company
Elementary
Junior High
Senior High
Associate
Diploma
Bachelor
Master
Doctoral
Sub Total
MM
Elementary
Junior High
Senior High
Associate
Diploma
31 July 2013
31 December 2012 31 December 2011
31 December 2010
Amount
% Amount
% Amount
% Amount
%
622
526
1.956
41
384
226
10
1
3.766
15.70
13.28
49.37
1.03
9.69
5.70
0.25
0.03
95.05
428
526
1.713
41
355
216
10
1
3.290
12.32
15.14
49.29
1.18
10.22
6.22
0.29
0.03
94.68
142
526
1.662
38
338
206
10
1
2.923
4.58
16.96
53.60
1.23
10.90
6.64
0.32
0.03
94.26
154
500
1.416
31
246
176
8
1
2.532
5.70
18.52
52.44
1.15
9.11
6.52
0.30
0.04
93.78
10
11
68
1
9
0.25
0.28
1.72
0.03
0.23
11
13
64
1
10
0.32
0.37
1.84
0.03
0.29
11
13
68
1
13
0.35
0.42
2.19
0.03
0.42
10
12
70
1
14
0.37
0.44
2.59
0.04
0.52
64
Educational
Level
Bachelor
Master
Doctoral
Sub Total
SHIP
Elementary
Junior High
Senior High
Associate
Diploma
Bachelor
Master
Doctoral
Sub Total
Total
31 July 2013
31 December 2012 31 December 2011
31 December 2010
Amount
% Amount
% Amount
% Amount
%
49
3
151
1.24
0.08
0.00
3.81
46
3
148
1.32
0.09
0.00
4.26
48
3
157
1.55
0.10
0.00
5.06
48
1
156
1.78
0.04
0.00
5.78
36
7
2
45
3.962
0.00
0.00
0.91
0.00
0.18
0.05
0.00
0.00
1.14
100.00
27
7
3
37
3.475
0.00
0.00
0.78
0.00
0.20
0.09
0.00
0.00
1.06
100.00
16
1
4
21
3.101
0.00
0.00
0.52
0.00
0.03
0.13
0.00
0.00
0.68
100.00
7
1
4
12
2.700
0.00
0.00
0.26
0.00
0.04
0.15
0.00
0.00
0.44
100.00
Labor Union
In industrial relation management, the Company and the Labor Union play an equal role of business partner.
Currently, the Company has a Labor Union that is registered at Semarang Manpower and Transmigration
Agency under Registration Number 140/251/OP.SP.85/02 dated 15 February 2002.
Employee Welfare
The Company always strives to improve its employee welfare, which is one of the work motivations, by providing
compensations in the form of salary that at a minimum is equal to the prevailing UMR (Upah Minimum Regional,
Minimum Regional Wage). In addition, the Company also provides other facilities as follows:
1. Jamsostek, covering Work-Related Accident Benefit, Death Benefit and Provident Fund Benefit as
reflected in Jamsostek Membership Certificate No. 78CL0037, Registration No. LL000061 issued by
PT Jamsostek (Persero) on 8 November 1999 under Control No. 2012-49171.
2. Insurance for Hospital Inpatient and Surgery for the Companys employee
3. Healthcare Facilities in the form of First Aid, polyclinic, doctor on duty and paramedics to serve the
Companys employee
4. Benefits other than salary
5. Pension Fund Program
6. Worship facilities at work environment for employees.
Work Health and Safety Standards
To comply with the provisions of Law No. 1 Year 1970 regarding Work Safety juncto Minister of Manpower
Regulation No.PER.04/MEN/1987 regarding Organizing Committee for Work Health and Safety and Procedures
for Appointment of Work Safety Experts, the Companys management has established the P2K3 (Panitia
Pembinaan Keselamatan dan Kesehatan Kerja, Organizing Committee for Work Health and Safety), which has
been approved by Head of Semarang Regency Manpower and Transmigration Agency under
No. 566.4/0569/2010 dated 30 June 2010 regarding Legalization of Organizing Committee of Work Health and
Safety at the Company and Decision Letter of Head of Semarang Regency Manpower and Transmigration
Agency under No. 568/0228.37/2008 dated 31 March 2008 regarding Inauguration of Administrators of P2K3
(Panitia Pembinaan Keselamatan dan Kesehatan Kerja, Organizing Committee for Work Health and Safety).
P2K3 actively provides counseling and monitors work health and safety aspects, particularly within the
Companys factory area.
65
In conducting its business activities, the Company is highly aware of the important role of employees in
developing the Company. Therefore, the Company always pays careful attention to the work health and safety by
implementing industry health and safety standards in accordance with the prevailing Government regulations.
Work health and safety are important factors that the Company takes into account in carrying out its production
activities.
The Company is committed to achieve and maintain the best management level for work health and safety
through proper monitoring over workers health and safety that are conducted on a periodical basis. Therefore,
the Company provides polyiclinic to anticipate the possibility of sick employees or accidents at work. In addition,
the Company also conducts reimbursement program for health cost incurred by employees in obtaining medical
treatment.
The Company always puts priority over workplace safety and ensures that the Company has implemented proper
industry standards for health and safety in accordance with the prevailing Government regulation. Work safety is
an important factor that the Company evaluates when conducting expansion and increasing production capacity
of the Companys factory.
6. The Companys Organization Structure
Board of Commissioners
President Director
Audit Committee
Corporate Secretary
Marketing Director
Internal Audit
Finance & Adm Director
Operational Director
Product Manager
Finance Manager
Production Manager
Market Research
Manager
Accounting Manager
R&D Manager
Logistic Manager
Promotion Manager
HR Manager
66
67
: David Hidayat
: Roy Anton
68
1,000,000
108,999,000,000
109,000,000,000
-
0.01%
99.99%
100.00%
-
Statement of Comprehensive
Income (Losses)
Revenue
Gross Profit (Loss)
Operating Expense
Income (Losses) before Tax
Comprehensive Income (Losses)
31 July
2013
20,737
100,033
120,770
3,279
861
4,141
116,630
120,770
2012
57,774
52,596
110,370
1,048
306
1,354
109,017
110,370
31 December
2011
3,180
55,590
58,769
2,033
160
2,193
515,381
58,769
5,970
50,335
56,304
5,121
4
5,125
346,409
56,304
2011
1,612
(2,663)
983
3,642
3,603
20102
(-)
286
197
196
Analyses on SHIPs financial statement accounts with fluctuations above 30% compared to the previous year are
presented below:
Statement of Financial Position
8. Assets
As of 31 December 2012 compared to 31 December 2011
As of 31 December 2012, SHIPs total assets was Rp110,370 million, increased by Rp51,601 million or
equaled to 87.80% compared to total assets as of 31 December 2011, which amounted to Rp58,769 million.
The increase was mainly due to the increase in cash and bank by Rp55,870 million as a result of receipt of
advance payment of capital from the shareholders in 2012 at the amount ot Rp34,000 million. In addition,
SHIP also received proceeds from capital contribution of Rp15,000 million.
9. Liabilities
As of 31 July 2013 compared to 31 December 2012
On July 31, 2013, SHIP has total liabilities amounted to USD 4,141 million, increased by Rp2.787 million,
equivalent to 205.90% as compared to total liabilities as of 31 December 2011 amounted to Rp1.354 million.
This increase was primarily due to increases in the tax debt which is the estimated current year income tax
debts amounting to Rp1.625 million.
69
70
b. Cost of Services
The year ended 31 December 2012 compared to the year ended 31 December 2011
SHIPs Cost of Services for the year ended 31 December 2012 was Rp14,922 million, increased by
Rp10,647 million or equals to 249.03% compared to Cost of Services for the year ended 31 December 2011,
which amounted to Rp4,275 million. The increase was in line with the increase in SHIPs revenue. In
addition, the increase in Cost of Services was also due to the increase in indirect production cost and
alcohol by Rp6,104 million and Rp2,375 million, respectively.
c. Gross Profit
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July
2012
SHIPs Gross Profit for the seven months period ended 31 July 2013 was Rp7,945 million, increased by
Rp8,516 million or equaled to 1.492,24%compared to SHIPs Gross Loss for the seven months period ended
31 July 2012, which amounted to Rp571 million.The increase was due to the increase in SHIPs revenue,
which resulted in higher gross profit compared to similar period in the previous year.
The year ended 31 December 2012 compared to the year ended 31 December 2011
SHIPs Gross Profit for the year ended 31 December 2012 was Rp4,337 million, increased by Rp7,000
million or equaled to 262.83% compared to SHIPs Gross Loss for the year ended 31 December 2011, which
amounted to Rp2,663 million. The increase was due to the increase in SHIPs revenue, which resulted in
higher gross profit compared to similar period in the previous year.
d. Net Profit
The seven months period ended 31 July 2013 compared to the seven months period ended 31 July
2012
SHIPs Net Profit for the seven months period ended 31 July 2013 was Rp7,126 million, increased by
Rp8,355 million or equaled to 679.70% compared to Net Loss for the seven months period ended 31 July
2012, which amounted to Rp1,129million. The increase was due to the increase in SHIPs revenue, which
resulted in higher net profit compared to similar period in the previous year.
The year ended 31 December 2012 compared to the year ended 31 December 2011
SHIPs Net Profit for the year ended 31 December 2012 was Rp3,440 million, increased by Rp7,044 million
or equaled to 195.48% compared to Net Loss for the year ended 31 December 2011, which amounted to
Rp3,603 million. The increase was due to the increase in SHIPs revenue, which resulted in higher net profit
compared to similar period in the previous year.
71
72
Board of Commissioners:
President Commissioner : Mrs. Desy Sulistio Hidajat
Commissioner
: Irwan Hidayat
Commissioner
: Sofyan Hidayat
Commissioner
: Johan Hidayat
Commissioner
: Mrs. Sandra Linata Hidajat
Commissioner
: David Hidayat
Directors:
Director
Authorized Capital
Shareholders:
Mrs. Jd. Desy Sulistio Hidajat
PT Industri Jamu dan Farmasi Sido Muncul
Issued and Paid-up Capital
Shares in Portfolio
1
899,699
899,700
-
1,000,000
899,699,000,000
899,700,000,000
-
Percent
100.00%
0.01%
99.99%
100.00%
-
Statements of Comprehensive
Income (Losses)
Sales
Gross Profit
Operating Expense
Income/Losses before Income Tax
Comprehensive Income
31 July
2013
718,807
314,386
1,033,193
85,726
298
86,025
947,168
1,033,193
2012
964,618
11,499
997,117
69,269
673
69,943
906,174
997,117
73
2011
2,159,539
116,005
92,730
23,957
17,957
2010
1,840,562
84,403
64,348
20,298
14,931
Analyses on MMs financial statement accounts with fluctuations above 30% compared to the previous year are
presented below:
Statements of Financial Position
a. Assets
The year ended 31 December 2012 compared to the year ended 31 December 2011
MMs total assets as of 31 December 2012 was Rp976,117 million, increased by Rp708,805 million or
equaled to 265.16% compared to total assets as of 31 December 2011, which amounted to Rp267,312
million. The increase was mainly due to the increase in other receivable by Rp399,968 million as a result of
loan granted to the Company. In addition, cash and cash equivalents also increased by Rp261,089 million
as a result of receipt of advance payment for capital from the shareholders with regards to the increase in
MMs authorized capital.
The year ended 31 December 2011 compared to the year ended 31 December 2010
MMs total assets as of 31 December 2011 was Rp267,312million, increased by Rp66,645 million or equaled
to 33.21% compared to total assets as of 31 December 2010, which amounted to Rp200,667 million. The
increase was mainly due to the increase in other receivables by Rp35,050 million, which represented
receivable on guarantee from Sub-Representative paid to the Company. In addition, trade receivable also
increased by Rp34,156 million as a result of MMs sales to third parties.
b. Liabilities
The year ended 31 December 2012 compared to the year ended 31 December 2011
MMs total liabilities as of 31 December 2012 was Rp69,943 million, decreased by Rp148,260 million or
equaled to 67.95% compared to total liabilities as of 31 December 2011, which amounted to Rp218,202
million. The decrease was mainly due to the decrease of trade payables by Rp164,241 million due to MMs
payment of its payable to the Company for the purchase of goods.
The year ended 31 December 2011 compared to the year ended 31 December 2010
MMs total liabilities as of 31 December 2011 was Rp218,202 million, increased by Rp48,688 million or
equaled to 28.72% compared to total liabilities as of 31 December 2010, which amounted to Rp169,515
million. The increase was mainly due to the increase in other payables by Rp34,622 million, which mainly
consisted of guarantee paid by MM for receivables factoring. In addition, trade payables also increased by
Rp17,473 million, which represented payables for MMs purchase to the Company.
74
c. Equity
On 31 December 2012 compared to the year ended 31 December 2011
MMs total equity as of 31 December 2012 was Rp906,174 million, increased by Rp898,680 million or
equaled to 88105,88% compared to total equity as of 31 December 2011, which amounted to Rp49,110
million. The increase was mainly due to the increase in receipt of advance payment for capital from the
shareholders with regards to the increase of MMs authorized capital.
On 31 December 2011 compared to the year ended 31 December 2010
MMs total equity as of 31 December 2011 was Rp49,110 million, increased by Rp17,957 million or equaled
to 57.64% compared to total equity as of 31 December 2010, which amounted to Rp31,152 million. The
increase was mainly due to the net profit recorded by MM in 2011, which amounted to Rp17,957 million.
Statement of Comprehensive Income/Losses
a. Gross Profit
The year ended 31 December 2011 compared to the year ended 31 December 2010
MMs Gross Profit for the year ended 31 December 2011 was Rp116,005 million, increased by Rp31,602
million or equaled to 37.44% compared to MMs Gross Profit for the year ended 31 December 2010, which
amounted to Rp84,403 million. The increase was due to the increase in the Companys sales.
b. Operating Expenses
The year ended 31 December 2011 compared to the year ended 31 December 2010
MMs Operating Expenses for the year ended 31 December 2011 was Rp92,730 million, increased by
Rp28,382 million or equaled to 44,11% compared to Operating Expenses for the year ended 31 December
2010, which amounted to Rp64,348 million. The increase in Operating Expenses was mainly due to the
increase in outlet bonus by Rp19,171 million and herbs deliveries expenses of Rp6,137 million.
c. Other Income (Expenses)
The seven months period ended 31 July 2013 compared to the seven months period ended 31 March
2012
MMs Other Income for the seven months period ended 31 July 2013 was Rp18,272 million, increased by
Rp18,142 million or equaled to 13898.46% compared to Other Income for the seven months period ended
31 July 2012, which amounted to Rp131 million. Other Income mainly consisted of interest from time
deposits and the foreign exchange gain on investment.
75
The year ended 31 December 2012 compared to the year ended 31 December 2011
MMs Other Income for the year ended 31 December 2012 was Rp23,317 million, incrased by Rp22,635
million or equaled to 3319.20% compared to Other Income for the year ended 31 December 2011, which
amounted to Rp682 million, which was mainly due to incentive income from the Company.
d. Comprehensive Income
The seven months period ended 31 July 2013 compared to the seven months period ended 31 March
2012
MMs Comprehensive Income for the seven months period ended 31 July 2013 was Rp40,994 million,
increased by Rp16,149 million or equaled to 65,00% compared to Comprehensive Income for the seven
months period ended 31 July 2012, which amounted to Rp24.845 million. The increase was mainly due to
higher other income, which is the recovery of allowance for impairment of receivables. In addition, MM also
receive other comprehensive income from the increase investasike Universal Ventures Funds, SCC
amounted Rp2.860 million.
The year ended 31 December 2012 compared to the year ended 31 December 2011
MMs Comprehensive Income for the year ended 31 December 2012 was Rp50,385 million, increased by
Rp32,427 million or equaled to 180.58% compared to Comprehensive Income for the year ended
31 December 2011, which amounted to Rp17,957 million. The increase was mainly due to the increase in
gross profit by Rp26,260 million or equaled to 22.64%. In addition, MM also received incentive income,
which amounted to Rp20,964 million.
8. Associations by way of Ownership, Management and Supervision of the Company and its
Subsidiaries
Irwan Hidayat
Sofyan Hidayat
Johan Hidayat
David Hidayat
50.00%
10.00%
10.00%
10.00%
10.00%
10.00%
The Company
99,99%
99,99%
PT Semarang Herbal
Indo Plant
PT Muncul Mekar
Name
Sigit Hartojo Hadi Santoso
Johan Hidayat
Budi Setiawan Pranoto
Irwan Hidayat
Sofyan Hidayat
David Hidayat
Revi Firmansjah
The Company
President Commissioner
Commissioner
Independent Commissioner
President Director
Director
Director
Unaffiliated Director
MM
Commissioner
Commissioner
Commissioner
Commissioner
-
76
SHIP
Commissioner
President Commissioner
Commissioner
President Director
-
Document/Agree
ment Name
Parties
Type of Transaction
1.
Manufacturing
Services
Cooperation
Agreement
No.001/SPKJM/XI
/2011 dated 23
November 2011
The Company as
the First Party
and SHIP as the
Second Party
2.
Lease Agreement
dated 19
December 2012,
privately arranged
and duly stamped
and the
Amendment dated
7 January 2013
The Company as
Lessor and SHIP
as Lessee
3.
Agreement dated
19 February 2011
The Company as
the First Party
and MM as the
Second Party
Lease Agreement
dated 1 June 2013
The Company as
Lessor and PT
Muncul Putra
Offset as Lessee
5.
Cooperation
Agreement
between PT
Industri Jamu dan
Farmasi Sido
Muncul Tbk and
PT Muncul Putra
Offset dated 17
July 2013
The Company
and PT Muncul
Putra Offset
Scope of Work
Type of Work: Toll
Manufacturing
Location: SHIPs factory
Specification: Extract
Processing
Lease of building
located on land
registered under
Building Rights Title
Certificate
No.37/Ngenpon with a
total area of 90,148m2,
registered under the
Companys name.
Agreement to distribute
the Companys
products, which include
powder herbs, liquid
herbs, instant herbs and
nature blessing.
Lease of building on Jl
Soekarno Hatta km 28,
Klepu, Bergas,
Semarang Regency
Cooperation to produce
and/or manufacture the
Companys product
packagings.
77
Volume/Value
(Rp)
Rp22,000 / kg
(inclusive of 10%
VAT)
Duration
Indefinite
a. Rp150,000,000.for a lease
period from 1
August 2010 to
31 July 2011.
b. Rp150,000,000.for a lease
period from 1
August 2011 to
31 July 2012.
c. Rp300,000,000
for a lease
period from 1
August 2012 to
31 July 2020.
Based on
purchase order
For a period
of 10 years
commencing
on 1 August
2010 and will
expire on 31
July 2020.
Rp300.000.000
plus 10% VAT
1 June 2013
to 31 May
2014
As needed
through issuance
of Work Order
Commencing
on 1 March
2013 and will
terminate upon
mutual
agreement of
the parties
5 years (19
Feb 2011 to
19 Feb 2016)
No.
Document/Agree
ment Name
Parties
Type of Transaction
6.
Cooperation
Agreement
between PT
Industri Jamu Dan
Farmasi Sido
Muncul Tbk and
PT Muncul
Armada Raya
dated 17 July
2013
Lease Agreement
dated 3 January
2013
The Company
and PT Muncul
Armada Raya
Cooperation to transport
the Companys finished
goods and raw
materials
The Company
and PT Muncul
Anugrah Sakti
(Lessee)
Vehicle lease
agreement of 8 unit of
cars
Rp600,000,000
plus 10% VAT and
subject to WHT
Art. 23
1 January
2012 to 31
December
2013
Trade Secret
License
Agreement dated
2 September 2013
Hidayat Family
(First Party) and
Company
(Second Party)
Licensing of the
Company's trade
secrets to using the
recipe/formula Sido
Muncul secret herbs
and the knowledge and
skills (know-how)
related to manufacture
herbal and traditional
medicines obtan and
trading with Sido
Muncul worldwide brand
Loans for working
capital of the Company.
There are no
guarantees and not be
charged.
Payment of royalty
1.5% of the net
sales of the
Companys
products
Valid during
the validity
period of the
Second Party
legal entity
(company)
Rp
18,000,000,000
31 December
2013
Company as the
Creditor and MM
as the Debtor
Rp
420,700,000,000
31 December
2013
PT Hotel Candi
Baru as the
Creditor and
Company as the
Debtor
Rp
87,975,415,277
31 December
2013
Rp1,523,400,000
With each
period is 1
year contract
7..
8.
9.
10.
11.
12.
Letter Debt
Recognition No.
009/SKE.CONT/IJ
FSM/2013 dated
20 September
2013
Letter Debt
Recognition No.
008/SKE.CONT/IJ
FSM/2013 tanggal
20 September
2013
Letter Debt
Recognition dated
20 September
2013
Company as the
Creditor and
SHIP as the
Debtor
Car and
Motorcycle Rental
Contract
Company as the
lesse and PT
Dasa Tri
Manunggal as the
lessor
78
Volume/Value
(Rp)
As needed
through issuance
of Work Order
Duration
Commencing
on 1 March
2013 and will
terminate upon
mutual
agreement of
the parties
10. Insurance
As of the date of issuance of this Prospectus, the Company has protected its assets, which are in the form of outlet or
shops, including anything included therein and assets in the form of motor vehicles, from potential risks by entering
into the following insurance policies:
i.
Property Insurance
No.
1.
2.
3.
Insurance
Company and
Policy No.
Asuransi Wahana
Tata
#002.1050.201.2
013.000621.00
Asuransi Wahana
Tata
#002.4050.201.2
013.000234.00
PT Asuransi
Asoka Mas
4.
#51.297.300.13.0
063
PT Asuransi
Ekspor Indonesia
(Persero)
5.
#0020110130000
96
PT Asuransi
Ekspor Indonesia
(Persero)
6.
7.
#0020110130001
36
Asuransi Wahana
Tata
#002.4050.201.2
013.000263.00
Asuransi Wahana
Tata
#002.4050.201.2
012.002942.00
Insured Property
Location
Jl Industri Raya A4-A5,
LIK, Semarang
Jl Soekarno Hatta km
28, Bergas Subdistrict,
Klepu, Semarang
Regency, Jawa Tengah
Jl Soekarno Hatta km
28, Bergas Subdistrict,
Klepu, Semarang
Jl Soekarno Hatta km
28, Bergas Subdistrict,
Klepu, Semarang.
Jl Soekarno Hatta km
28, Bergas Subdistrict,
Klepu, Semarang
Regency
Jl Soekarno Hatta km
28, Kecamatan Bergas,
Klepu, Kabupaten
Semarang.
Insurance
Period
Insured
Party
27 January 2013
to 27 January
2014
The Company
27 January 2013
to 27 January
2014
The Company
Rp1,332,970,000
Industrial All Risk on
building.
26 April 2013 to
26 April 2014
The Company
Rp14,200,000,000
Industrial All Risk on
buildings and machineries
28 Juni 2013 to
28 Juni 2014
The Company
8 July 2013 to
8 July 2014
The Company
Rp355,000,000,000
Industrial All Risk on
buiding, furniture and
fixtures, machineries and
inventory
27 January 2013
to 27 January
2014
The Company
Rp15,500,000,000
Industrial All Risk on
building, machineries such
as coffee machine and
coffee inventory.
8 December
2012 to
8 December
2013
The Company
Rp1,000,000,000
Industrial All Risk on
installed machineries
Rp6,000,000,000
Industrial All Risk on
building, including
anything included therein,
machineries, inventory
Rp24,000,000,000
79
No.
8.
Insurance
Company and
Policy No.
Asuransi Wahana
Tata
Insured Property
Location
Jl Soekarno Hatta km
28, Kecamatan Bergas,
Klepu, Kabupaten
Semarang
#002.4050.201.2
012.002981.00
Insurance
Period
13 December
2012 to
13 December
2013
Insured
Party
The Company
Rp10,000,000,000
1.
Insurance
Company and
Policy No.
PT Asuransi
Himalaya
Pelindung
Insurance
Period
Insured
Party
Comprehensive
Strikes, unrests,
riots, terrorism and
sabotages
Third parties liability
Personal Accident
for drivers and
passengers
Medical Benefit for
drivers and
passengers
Natural Disasters
Terrorism and
sabotages (unrests,
strikes, riots,
terrorism and
sabotages)
Partial Loss
Total Loss
Damages to Wheels
Kerusakan roda
26 January 2013
to 25 April 2014.
The Company
Rp2,750,000,000
25 November
2012 to 28
January 2014
The Company
3.
PT Axa Asuransi
Indonesia
Rp1,650,000,000
19 November
2012 to 18
November 2013
The Company
The Company is not affiliated to insurance companies where the Companys assets are insured.
80
The Company hereby represents that the sums insured are adequate to cover the existing risks.
11. Material Agreements with Third Parties
As of the date of issuance of this Prospectus, the Company and its Subsidiaries have entered into material
agreements with third parties and affiliated parties as described below:
A. Credit/Financing Agreement
The Company entered into several credit agreements with PT Bank Central Asia Tbk (Bank BCA) as set
forth in the following table:
No.
Agreement Name
Deed of Amendment and
Reaffirmation
of
Credit
Agreement No. 150 dated 16
March 2012, which was
amended several times by
virtue of Deed of Amendment of
Credit Agreement No. 138
dated 21 December 2012, Deed
of Amendment of Credit
Agreement No. 86 dated 18
January 2013 and last
amended
by
Deed
of
Amendment
of
Credit
Agreement No. 14 dated 6
February 2013, all of which
were drawn up before Prof.Dr.
Liliana Tedjosaputro, SH., MH.,
Notary in Semarang
Credit Facilities
Obtained credit facilities, which
consists of:
a. Local Credit Facility (Current
Account) with a maximum
amount of Rp200,000,000,000
b. Omnibus Letter of Credit (L/C)
Facilities, which consists of
Sight L/C and Usance L/C with a
maximum principal amount of
Rp20,000,000,000. LC may be
issued in US Dollar and
Japanese Yen
c. Time Loan Revolving, with a
maximum principal amount of
Rp300,000,000,000.
Period
Cut-off time for withdrawal
and/or the use of Credit
Facilities are as follows:
a. Local Credity Facility
(Current Account) expires
on 16 November 2013
b. Omnibus L/C Facility
expires on 16 November
2013
c. Time Loan Revolving
Facility expires on 21
December 2013
The facilities shall be fully
paid at the end of cut-off time
referred to above.
B. Investment Agreement
Investment Agreement with Universal Ventures Fund
Based on Engagement Letter (Agreement) dated 1 February 2013 and Subscription Agreement
(Agreement) dated 26 February by and between the Company as (Subscriber) and Universal Ventures
Fund (UVF), the Company agreed to invest in Universal Ventures Fund, an investment company
established by virtue of the Laws of Barbados, which posess the license to engage in mutual fund business
based on Mutual Funds Act, Cap 320 B of the Laws of Barbados, under the following terms and conditions:
Type of Investment
The Subscriber agreed to invest US$25,000,000 (twenty five million United States Dollar), to be invested in
class K shares totaling 249,500 (two hundred forty nine thousand five hundred) shares or a total value of
US$24,950,000 (twenty four million nine hundred fifty thousand United States Dollar). From the investment
fund of US$25,000,000 (twenty five million United States Dollar), UVF charged a management fee of 0.2%
(zero point two percent) or US$50,000 (fifty thousand United States Dollar) as an annual management fee
that shall be paid up-front.
81
C. Subsidiaries Agreements
1. PT Semarang Herbal Indo Plant (SHIP)
Investment Agreement with Universal Ventures Fund
Based on Subscription Agreement (Agreement) dated 22 February 2013 between SHIP (Subscriber)
and Universal Ventures Fund, SCC, (UVF), SHP agreed to invest in shares of Universal Ventures
Fund, an investment company established by virtue of the Laws of Barbados, which posess the license
to engage in mutual fund business based on Mutual Funds Act, Cap 320 B of the Laws of Barbados.
The investment has been approved by the General Meeting of Shareholers as stated in Minutes of
General Meeting of Shareholders of SHIP dated 14 January 2013.
Type of Investment
In accordance with UVFs letter to SHIP dated 26 February 2013, it is confirmed that an investment fund
totaling US$5,000,000 (five million United States Dollar) was received and UVF has charged a
management fee of 0.2% (US$10,000) and the remaining fund of US$4,990,000 (four million nine
hundred ninety-nine thousand United States Dollar) is invested in Z class shares (revocable shares by
following the procedures as set forth in the Offering Memorandum Relating to the Offer for Subscription
of Fund Shares of Universal Ventures Fund, SCC) totaling 49,900 (forty nine thousand nine hundred)
shares for and on behalf of SHIP.
2. PT Muncul Mekar (MM)
Investment Agreement with Universal Ventures Fund
Based on Subscription Agreement (Agreement) dated 25 February 2013 between MM (Subscriber)
and Universal Ventures Fund, SCC, (UVF), MM agreed to invest in shares of Universal Ventures
Fund, an investment company established by virtue of the Laws of Barbados, which posess the license
to engage in mutual fund business based on Mutual Funds Act, Cap 320 B of the Laws of Barbados.
The investment has been approved by the General Meeting of Shareholers as stated in Minutes
of General Meeting of Shareholders of MM dated 14 January 2013.
Type of Investment
In accordance with UVFs letter to MM dated 26 February 2013, it is confirmed that an investment fund
totaling US$29,350,000 (twenty nine million three hundred fifty thousand United States Dollar) was
received and UVF has charged a management fee of 0.2% (US$58,700) and the remaining fund of
US$29,291,300 (twenty nine million two hundred ninety-one thousand three hundred United States
Dollar) is invested in W class shares (revocable shares by following the procedures as set forth in the
Offering Memorandum Relating to the Offer for Subscription of Fund Shares of Universal Ventures
Fund, SCC) totaling 292,913 (two hundred ninety two thousand nine hundred thirteen) shares for and
on behalf of MM.
82
2.
3.
Location
Area (m2)
131,975
9,615
9,886
Right
Holder
The
Company
The
Company
The
Company
Owned Based on
Building Rights Title
Certificate (Sertifikat Hak
Guna Bangunan SHGB)
No. 1 dated 9 January
1996, issued by Head of
Land Agency of Semarang
Regency
Situation Drawing: No.
75/1996 dated 9 January
1996.
SHGB No. 9 dated 30
November 1995, issued by
Head of Land Agency of
Semarang Regency
Situation Drawing:
No. 4171/1995 dated 31
October 1995.
Building Rights Title
Certificate (Sertifikat Hak
Guna Bangunan SHGB)
No.2 dated 21 January
2013, issued by Head of
Land Agency of Semarang
Regency.
Survey Certificate No.
00002/Diwak/2013 dated
21 January 2013.
83
Lien on
Land/Building
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Period
The right will
expire on 2
March 2025
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
No.
4.
5.
6.
7.
8.
9.
10.
Location
Area (m2)
8,232
363
236
639
496
2,106
400
Right
Holder
The
Company
The
Company
The
Company
The
Company
The
Company
The
Company
The
Company
Owned Based on
SHGB No. 3 dated 21
January 2013, dikeluarkan
oleh issued by Head of
Land Agency of Semarang
Regency.
Lien on
Land/Building
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Period
The right will
expire on 17
January 2043
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
84
No.
Location
Area (m2)
11.
2,628
12.
13.
14.
15.
16.
17.
Ngempon Village,
Bergas Subdistrict,
Semarang Regency,
Central Java Province
Karangjati Village,
Bergas Subdistrict,
Semarang Regency,
Central Java Province
Muktiharjo Village on Jl
Industri II A.19, Genuk
Subdistrict, Semarang
Regency, Central Java
Province
29,442
12,814
256
90,148
5,199
1,950
Right
Holder
The
Company
The
Company
The
Company
The
Company
The
Company
The
Company
The
Company
Lien on
Land/Building
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
The right is
valid for 20
(twenty) years
and will expire
on 25
September
2027.
Owned Based on
85
Period
The right will
expire on 9
January 2043
No.
Location
Area (m2)
18.
Muktiharjo Village on Jl
Industri II A.19, Genuk
Subdistrict, Semarang
Regency, Central Java
Province
1,950
19.
20.
21.
22.
23.
Muktiharjo Village on Jl
Industri II A.19, Genuk
Subdistrict, Semarang
Regency, Central Java
Province
Muktiharjo Village on Jl
Industri II A.19, Genuk
Subdistrict, Semarang
Regency, Central Java
Province
1,800
959
1,936
1,086
1,062
Right
Holder
The
Company
Owned Based on
SHGB No. 231 dated 22
March 1988, issued by
Head of Agrarian Agency
on behalf of Mayor of
Semarang Level II Region.
The
Company
Situation Drawing:
No. 5714/1985 dated 6
August 1985
SHGB No. 232 dated 22
March 1988, issued by
Head of Agrarian Agency
on behalf of Mayor of
Semarang Level II Region.
The
Company
Situation Drawing:
No. 5712/1985 dated 6
August 1985.
SHGB No. 233 dated 22
March 1988, issued by
Head of Agrarian Agency
on behalf of Mayor of
Semarang Level II Region.
The
Company
The
Company
The
Company
Lien on
Land/Building
-
Period
The right is
valid for 20
(twenty) years
and will expire
on 25
September
2027.
Situation Drawing:
No. 5713/1985 dated 6
August 1985.
SHGB No. 00391 dated 22
November 1995, issued by
Head of Land Agency of
Semarang Municipality.
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
86
No.
Location
24.
520
680
25.
Area (m2)
Right
Holder
The
Company
The
Company
Lien on
Land/Building
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Encumbered with
First Lien to PT Bank
Central Asia Tbk,
domiciled in Jakarta
Owned Based on
Period
The right will
expire on 19
December
2042.
b. Motor Vehicles
The Company, in carrying out its business activities, legitimately owns assets in the form of motor vehicles
consisting of cars and motorcycles as detailed below:
No.
Type of Vehicles
Total
Brand
Mitshubishi,Toyota,
Isuzu, Daihatsu
Viar
1.
Car
63
2.
Motorcycles
Year of
Manufacture
2008-2012
2011
Description
Operational
Vehicles
Operational
Vehicles
Alang Sari
Alang Sari
Alang Sari
Alang Sari
Alang Sari
Alang Sari
ANAK SEHAT&LUKISAN
ANAK SEHAT+LUKISAN
ANAK SEHAT+LUKISAN
ANAK SEHAT + LUKISAN
ANALOBIG
AURA
BIMA & LUKISAN
CHITOSAN
CURMINO
DANGDUT
DANGDUT
Certificate No.
Date of Certificate
IDM000015946
IDM000045716
IDM000045717
IDM000102361
IDM000102362
IDM000102656
IDM000208186
IDM000265776
IDM000265777
IDM000045653
IDM000186776
IDM000303897
IDM000243381
IDM000265891
IDM000265894
IDM000045226
IDM000045227
11 November 2004
20 October 2005
20 October 2005
24 September 2006
24 September 2006
24 September 2006
19 March 2009
12 April 2010
12 April 2010
30 December 2003
25 August 2008
12 April 2011
17 May 2010
2 August 2010
2 August 2010
29 May 2005
29 May 2005
87
Class of
Goods/Services
32
05
32
32
30
05
NCL9 05
NCL9 30
NCL9 29
29
05
NCL9 05
NCL9 03
NCL9 32
NCL9 30
05
32
Remarks
14 February 2006
14 February 2006
1 February 2011
2 May 2005
20 July 2005
28 May 2008
3 September 2007
3 September 2007
3 September 2007
20 November 2010
18 August 2002
Class of
Goods/Services
05
32
43
05
05
05
29
32
30
NCL9 29
29
14 February 2016
14 February 2016
1 February 2021
2 May 2015
20 July 2015
28 May 2018
3 September 2017
3 September 2017
3 September 2017
20 November 2020
18 August 2012
Certificate No.
Date of Certificate
IDM000053963
IDM000053964
IDM000375719
IDM000020207
IDM000045228
IDM000186775
IDM000149109
IDM000149110
IDM000149111
IDM000286137
Agno.: R00-02-06442
IDM000386807
28 January 2013
29
28 January 2023
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49.
50.
DAUN DEWA
DAUN DEWA
Dreams Come True
ENCOK
ENCOK
ENCOK
ESTEEMJE
ESTEEMJE
ESTEEMJE
ESTE-EMJE
ESTE-EMJE (STMJ)
Ginseng
ESTE-EMJE Ginseng
(STMJ)
ESTEEMJEKOPY
ESTEEMJEKOPY
ESTEEMJEKOPY
FATRAPER
FATRAPER
FATRAPER
FATRAPER
FILANTRA
FILANTRA
GALINU
GEMUK SEHAT
GINSENG
GRENG
GULAS
GULLAS + LUKISAN
GULLAS
GULLAS + LUKISAN
HEMOROA
HEMOROA +LOGO
HERB-AFLU
HERB-AFLU
IDM000386806
IDM000386805
IDM000386804
IDM000331526
IDM000331510
IDM000381654
IDM000381653
IDM000282235
IDM000282236
IDM000391480
IDM000274860
IDM000068284
IDM000013384
IDM000153404
IDM000265890
IDM000101777
IDM000265893
IDM000208898
IDM000265895
IDM000286138
IDM000291235
28 January 2013
28 January 2013
28 January 2013
19 September 2011
19 September 2011
19 September 2011
19 September 2011
11 October 2010
11 October 2010
16 March 2013
28 August 2010
14 August 2006
28 July 2004
18 November 2007
2 August 2010
3 September 2006
2 August 2010
23 October 2008
2 August 2010
5 January 2011
13 February 2011
30
29
32
NCL9 05
NCL9 32
29
30
NCL9 32
NCL9 05
NCL10 05
NCL9 05
30
5
05
NCL9 05
32
NCL9 32
NCL9 05
NCL9 05
NCL9 05
NCL9 32
28 January 2023
28 January 2023
28 January 2023
19 September 2021
19 September 2021
19 September 2021
19 September 2021
11 October 2020
11 October 2020
16 March 2023
28 August 2020
14 August 2016
28 July 2014
18 November 2017
2 August 2020
3 September 2016
2 August 2020
23 October 2018
2 August 2020
5 January 2021
13 February 2021
51.
HERBAL Cafe
Agno.: 00-02-24595
23 Okober 2002
43
23 October 2012
52.
IDM000391475
26 March 2013
NCL10 43
26 March 2023
53.
54.
55.
56.
57.
58.
59.
60.
61.
62.
63.
64.
65.
66.
67.
HERBAL CAFE by
SIDOMUNCUL
Herbal Cup
Herbal Cup
INDOJAMU + LOGO
JAMPI
JAMPI + LUKISAN JAHE
KOLESDROP
KOMBUCHA
KOMBUCHA
KOMBUCHA
KOMPLIT
KOMPLIT
KOMPLIT
KOPI JAMU
Kop!Pro
Kop!Pro
IDM000055799
IDM000055800
IDM000244028
IDM000271321
IDM000283069
IDM000115032
IDM000250891
IDM000250888
IDM000250892
IDM000077059
IDM000053965
IDM000077060
IDM000377129
IDM000374677
IDM000365384
23 April 2004
23 April 2004
19 June 2010
25 February 2019
25 February 2009
25 November 2006
12 April 2010
12 April 2010
12 April 2010
20 October 2004
2 April 2006
20 October 2004
31 May 2012
23 February 2011
23 February 2011
43
35
NCL9 05
NCL9 32
NCL9 30
5
NCL9 29
NCL9 05
NCL9 32
33
05
43
05, 32
30
5
23 April 2014
23 April 2014
19 June 2020
25 February 2019
25 February 2019
25 November 2016
12 April 2020
12 April 2020
12 April 2020
20 October 2014
2 April 2016
20 October 2014
31 May 2022
23 February 2021
23 February 2021
68.
Kuku Bima
Agno.: R00-01-08218
25 April 2002
25 April 2012
69.
70.
71.
72.
73.
74.
75.
IDM000370646
IDM000370650
IDM000370647
IDM000370660
IDM000009858
IDM000009859
IDM000207305
11 July 2012
11 July 2012
11 July 2012
11 July 2012
1 March 2004
1 March 2004
20 October 2008
3
4
31
2
33
5
NCL9 5
11 July 2022
11 July 2022
11 July 2022
11 July 2022
1 March 2014
1 March 2014
20 October 2018
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
88
Remarks
Renewal
process
Renewal
process
Renewal
process
76.
77.
78.
79.
80.
81.
82.
83.
84.
KUKU BIMA
Kuku Bima
KUKU BIMA ENER-G!
KukuBima
KukuBima
KUKUBIMA
KUKUBIMA ENER-G!
KukuBima Greng...
KukuBima Greng
IDM000274861
IDM000366177
IDM000247751
IDM000173358
IDM000177788
IDM000207303
IDM000115173
IDM000043097
IDM000102848
28 August 2010
11 July 2012
14 March 2010
22 January 2007
14 March 2007
20 October 2008
16 January 2004
11 November 2003
11 November 2003
Class of
Goods/Services
NCL9 32
NCL 9 43
NCL9 30
30
30
NCL9 3
05
32
05
85.
KUNTO BIMO
IDM000001907
2 November 2003
05
2 November 2013
86.
87.
88.
89.
90.
91.
92.
93.
KUNYIT ASAM
KUNYIT ASAM
KUNYIT ASAM
KUNYIT ASAM
Kunyit Asam (Kunir Asam)
Kunyit Asam (Kunir Asam)
Kunyit Asam (Kunir Asam)
KUNYIT ASAM SIDO
MUNCUL
KUNYIT SARI
KUNYIT SARI
LASKAR MANDIRI
LASKARMANDIRI
LASKARMANDIRI
LASKARMANDIRI
LIBIDIONE
LIBIDIONE + LOGO
Logo Tumbukan (lambang
Sido Muncul)
Logo Tumbukan (lambang
Sido Muncul)
Logo Tumbukan
(lambang SidoMuncul)
Logo Tumbukan (lambang
SidoMuncul)
LUKISAN
LUKISAN
LUKISAN
LUKISAN
LUKISAN
LUKISAN
LUKISAN
LUKISAN
MARIJAN SIDO MUNCUL
MARIJAN SIDO MUNCUL
IDM000045224
IDM000045225
IDM000068287
IDM000068286
IDM000039660
IDM000039661
IDM000039662
IDM000268511
20 October 2005
20 October 2005
22 August 2006
22 August 2006
11 November 2003
11 November 2003
11 November 2003
19 June 2010
05
32
05
32
05
32
30
NCL9 30
20 October 2015
20 October 2015
22 August 2016
22 August 2016
11 November 2013
11 November 2013
11 November 2013
19 June 2020
IDM000387479
IDM000374683
IDM000253415
IDM000253414
IDM000253416
IDM000258763
IDM000186774
IDM000265907
IDM000009862
28 January 2011
28 January 2011
10 September 2008
10 September 2008
10 September 2008
10 September 2008
25 August 2008
2 August 2010
1 March 2004
NCL9 05
30
NCL9 30
NCL9 29
NCL9 32
NCL9 05
05
NCL9 05
5
28 January 2021
28 January 2021
10 September 2018
10 September 2018
10 September 2018
10 September 2018
25 August 2018
2 August 2020
1 March 2014
Agno.: R00-02-06446
27 January 2003
29
27 January 2013
Agno.: R00-01-06447
27 January 2003
32
27 January 2013
Agno.: R00-02-06448
25 April 2003
30
25 April 2013
IDM000311320
IDM000311333
IDM000311317
IDM000311318
IDM000311316
IDM000311334
IDM000311332
IDM000311319
IDM000165862
IDM000165865
31 July 2021
31 July 2011
31 July 2011
31 July 2011
31 July 2011
31 July 2011
31 July 2011
31 July 2011
19 October 2006
19 October 2006
NCL9 32
NCL9 32
NCL9 05
NCL9 05
NCL9 05
NCL9 05
NCL9 32
NCL9 32
05
29
31 July 2021
31 July 2021
31 July 2021
31 July 2021
31 July 2021
31 July 2021
31 July 2021
31 July 2021
19 October 2016
19 October 2016
116. MENADO
IDM000027181
21 August 2003
30
21 August 2013
117. Mens
118. NATURE'S BLESSING
BEST FOR MANDKIND
119. NATUROPATI
120. NUZONE SIDOMUNCUL
IDM000016041
IDM000208897
2 January 2005
23 October 2008
05
NCL9 05
2 January 2015
23 October 2018
IDM000064467
IDM000217483
2 July 2004
11 February 2008
16
NCL9 10
2 July 2014
11 February 2018
Agno.: D00-02-14643
11 July 2002
05
11 July 2012
IDM000009861
IDM000009860
IDM000045718
IDM000045719
IDM000045198
15 February 2004
15 February 2004
17 November 2005
17 November 2005
17 November 2005
5
30
33
05
32
15 February 2014
15 February 2014
17 November 2015
17 November 2015
17 November 2015
IDM000004121
13 October 2003
05
13 October 2013
IDM000153954
11 September 2007
05
11 September 2017
94.
95.
96.
97.
98.
99.
100.
101.
102.
103.
104.
105.
106.
107.
108.
109.
110.
111.
112.
113.
114.
115.
122.
123.
124.
125.
126.
OPELET
OPELET
Oplos
Oplos
Oplos
Certificate No.
Date of Certificate
89
Remarks
Renewal
process
Renewal
process
Renewal
process
Renewal
process
Renewal
process
Renewal
process
Renewal
process
1 March 2005
2 December 2003
4 January 2010
4 January 2010
2 September 2006
2 September 2006
2 August 2006
2 August 2006
2 August 2010
Class of
Goods/Services
32
5
NCL 9 03
NCL9 05
17
19
05
22
NCL9 05
1 March 2015
2 December 2013
4 January 2020
4 January 2020
2 September 2016
2 September 2016
2 August 2016
2 August 2016
2 August 2020
IDM000001910
13 October 2003
05
13 October 2013
IDM000208185
25 November 2009
NCL9 05
25 November 2019
IDM000149574
IDM000281609
IDM000101778
IDM000207304
IDM000101356
IDM000208184
3 August 2007
29 April 2009
2 September 2006
23 October 2008
14 April 2005
1 August 2009
05
NCL9 30
05
NCL9 5
05
NCL9 05
3 August 2017
29 April 2019
2 September 2016
23 October 2018
14 April 2015
1 August 2019
Agno.: R00-02-10032
3 July 2003
18 September 2013
147. PULAS
IDM000011571
25 June 2003
05
25 June 2013
REMAGO + LOGO
RHEUMAFIT
RHEUMATEA
RHEUMATEA
ROSA-ROSO
SIDOMUNCUL
153. SARI JAMU + LUKISAN
154. SCENT OF JAVA
IDM000265889
IDM000391481
IDM000291234
IDM000291236
IDM000165867
2 August 2010
21 February 2013
5 January 2011
5 January 2011
19 October 2006
NCL9 05
NCL10 05
NCL9 32
NCL9 05
05
2 August 2020
21 February 2023
5 January 2021
5 January 2021
19 October 2016
IDM000295353
IDM000391476
9 October 2009
24 February 2013
NCL9 05
NCL10 03
9 October 2019
24 February 2023
IDM000001908
13 October 2003
65
13 October 2013
IDM000255847
13 July 2010
NCL9 03
13 July 2020
IDM000255845
13 July 2010
NCL9 05
13 July 2020
IDM000365893
IDM000068251
29 August 2012
28 August 2006
5
03
29 August 2022
28 August 2016
160. SEMARANG
IDM000027180
21 August 2003
30
21 August 2013
IDM000115031
IDM000015950
IDM000015951
IDM000015949
IDM000286136
25 November 2006
9 November 2004
26 September 2004
26 September 2004
6 November 2010
05
32
33
30
NCL9 32
25 November 2016
9 November 2014
26 September 2014
26 September 2014
6 November 2020
IDM000262565
25 February 2009
NCL9 05
25 February 2019
IDM000232221
28 April 2006
NCL9 05
28 April 2016
IDM000366083
IDM000366081
IDM000366178
IDM000370658
IDM000370649
IDM000370654
11 July 2012
11 July 2012
11 July 2012
11 July 2012
11 July 2012
11 July 2012
NCL9 44
NCL9 45
NCL9 35
31
02
01
11 July 2022
11 July 2022
11 July 2022
11 July 2022
11 July 2022
11 July 2022
174. SIDOMUNCUL
Agno.: D00-02-14653
11 July 2012
11 July 2012
175. SIDOMUNCUL
R00-02-10032
18 September 2003
05
18 September 2013
176. SIDOMUNCUL
IDM000370648
11 July 2012
11 July 2022
Certificate No.
Date of Certificate
IDM000096423
IDM000003559
IDM000243379
IDM000243378
IDM000101780
IDM000101779
IDM000068289
IDM000068288
IDM000265892
138. PEROKOK
129.
130.
131.
132.
133.
134.
135.
136.
137.
OXIVITO2
Pasutri
PELANCARASY
PELANCARASY
PELANGI
PELANGI
PELANGI
PELANGI
PELANGI + LOGO
148.
149.
150.
151.
152.
161.
162.
163.
164.
165.
166.
167.
168.
169.
170.
171.
172.
173.
SERENOA PROSTATA
SIDO MUNCUL
SIDO MUNCUL
SIDO MUNCUL
SIDO MUNCUL +
LUKISAN
SIDO MUNCUL JAMPI +
LOGO
SIDO MUNCUL MIN OOX
+ LUKISAN
SIDOMUNCUL
SIDOMUNCUL
SIDOMUNCUL
SIDOMUNCUL
SIDOMUNCUL
SIDOMUNCUL
90
Remarks
Renewal
process
Renewal
process
Renewal
process
Renewal
process
Renewal
process
Renewal
process
Renewal
process
19 June 2006
19 June 2006
10 February 2004
Class of
Goods/Services
32
NCL9 05
05
19 June 2016
19 June 2016
10 February 2014
IDM000048422
10 February 2004
30
10 February 2014
IDM000048376
10 February 2004
43
10 February 2014
IDM000048377
10 February 2004
32
10 February 2014
IDM000150626
IDM000150747
16 June 2006
19 June 2006
05
05
16 June 2016
19 June 2016
IDM000150714
19 June 2006
32
19 June 2016
IDM000173356
IDM000173357
IDM000143953
IDM000386093
IDM000115029
IDM000115030
IDM000013385
22 January 2007
22 January 2007
17 April 2006
30 May 2011
25 November 2006
25 November 2006
26 July 2004
30
29
32
NCL 9 32
32
05
29
22 January 2017
22 January 2017
17 April 2016
30 May 2021
25 November 2016
25 November 2016
26 July 2014
IDM000001906
13 October 2003
13 October 2013
IDM000015948
IDM000015947
IDM000204949
IDM000294895
IDM000313009
IDM000153405
IDM000020284
IDM000298945
IDM000305163
IDM000305162
IDM000306564
IDM000016042
IDM000073756
IDM000073755
IDM000073754
IDM000073753
IDM000073752
IDM000073751
IDM000073750
IDM000073749
IDM000366179
IDM000073757
IDM000013387
IDM000013386
IDM000356302
IDM000370634
IDM000370629
IDM000370652
9 November 2004
26 September 2004
23 October 2008
21 August 2009
21 August 2009
6 January 2008
5 May 2005
16 September 2009
16 September 2009
16 September 2009
4 September 2009
23 December 2004
23 September 2004
23 September 2004
23 September 2004
23 September 2004
23 September 2004
23 September 2004
23 September 2004
23 September 2004
11 July 2012
23 September 2004
28 July 2004
15 February 2004
17 March 2012
11 July 2012
11 July 2012
11 July 2012
32
30
NCL9 05
NCL9 05
NCL9 29, 30
05
05
NCL9 05
NCL9 32
NCL9 30
NCL9 43
5
43
32
30
29
33
04
03
02
NCL9 43
29
05
30
NCL9 05
03
02
04
9 November 2014
26 September 2014
23 October 2018
21 August 2019
21 August 2019
6 January 2018
5 May 2015
16 September 2019
16 September 2019
16 September 2019
4 September 2019
23 December 2014
23 September 2014
23 September 2014
23 September 2014
23 September 2014
23 September 2014
23 September 2014
23 September 2014
23 September 2014
11 July 2022
23 September 2014
28 July 2014
15 February 2014
17 March 2022
11 July 2022
11 July 2022
11 July 2022
IDM000001909
13 October 2003
05
13 October 2013
IDM000009863
IDM000202892
IDM000153395
IDM000391479
IDM000243380
IDM000331525
IDM000381655
IDM000282238
IDM000282237
15 February 2004
19 September 2008
18 November 2007
16 March 2013
24 January 2010
19 September 2011
19 September 2011
11 October 2010
11 October 2010
33
NCL9 05
05
NCL10 05
NCL9 05
NCL9 32
29
NCL9 32
NCL9 05
15 February 2014
19 September 2018
18 November 2017
16 March 2023
24 January 2020
19 September 2021
19 September 2021
11 October 2020
11 October 2020
Certificate No.
Date of Certificate
IDM000150715
IDM000232478
IDM000048421
193. STMJ
194.
195.
196.
197.
198.
199.
200.
201.
202.
203.
204.
205.
206.
207.
208.
209.
210.
211.
212.
213.
214.
215.
216.
217.
218.
219.
220.
221.
STMJ (ESTE-EMJE)
STMJ (ESTE-EMJE)
SUPERASI
SUREAL
SUREAL
TANGKAL ANGIN
TANGKALANGIN
TENTREM
TENTREM
TENTREM
TENTREM
TL Tahan Lama
TOLAK
TOLAK
TOLAK
TOLAK
TOLAK
TOLAK
TOLAK
TOLAK
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN
TOLAK ANGIN (logo)
TOLAK ANGIN ANAK
TOLANGIN
TONGKAT ALI
TONGKAT ALI
TONGKAT ALI
TURMERIC
TURMERIC
91
Remarks
Renewal
process
Renewal
process
Certificate No.
Date of Certificate
Class of
Goods/Services
Remarks
IDM000058024
21 August 2003
30
21 August 2013
233. V- TALYTEA
234. WALI
235. WATEROX
(SIDO MUNCUL)
IDM000297054
IDM000374678
IDM000064468
24 October 2010
25 January 2011
2 July 2004
NCL9 05
NCL 9 30
32
24 October 2020
25 January 2021
2 July 2014
Renewal
process
Brand Name
Certificate No.
TOLAK ANGIN
2
3
T0216077H
N 05/0399/ OAPI/DG/
DPG/SSD
TM230593
4
5
6
7
8
9
10
11
12
13
14
15
16
36,504
7277
4-2004-007811
78411
78413
78412
98012646
98012644
T0003271C
T0003270E
825754
825755
825753
18 January 2005
Class of
Goods/Services
5
15 October 2022
30 March 2005
24 November 2005
30 and 5
32
1 October 2014
24 August 2014
23 July 2005
14 June 2006
12 April 2007
30 July 2009
30 July 2009
30 July 2009
27 August 2008
27 August 2008
9 April 2002
9 April 2002
22 March 2001
22 March 2001
22 March 2001
32
32
5
5
5
5
5
5
5
5
5
5
5
28 August 2014
13 September 2014
28 April 2016
12 February 2015
12 February 2015
12 February 2015
31 October 2018
31 October 2018
2 March 2020
2 March 2020
1 March 2020
1 March 2020
1 March 2020
Date of Certificate
Granting
Country
Singapore
Afrika
Thailand
Brunei
Darussalam
Vietnam
Philippines
Nigeria
Nigeria
Nigeria
Malaysia
Malaysia
Singapore
Singapore
Australia
Australia
Australia
Type of Creation
Name of Creation
Expiry Date
Painting / Picture
"Cangkir"
2 Maret 2057
92
IX.
1. Overview
The Companys initial herbal medicine (jamu) industry started from a home industry managed by Mrs. Rahkmat
Sulistio in 1940 in Yogyakarta, assisted by three employees. The rising demand for a more practical jamu
packaging encouraged her to produce jamu in a more practical form (powder). As the business continued
to grow, jamu processing was moved from Yogyakarta to Semarang, and in 1951 a small company was
established under the name Sido Muncul, which translated as A Dream Come True, with its first factory located
in Jl Mlaten Trenggulun Semarang. The Companys first factory was located in Jl Mlaten Trenggulun, Semarang
producing the Companys first product, i.e., Jamu Tolak Angin. Currently, Jamu Tolak Angin is the Companys
featured product aside from another featured products such as Kuku Bima.
In conducting its supervisory and advisory, the Board of Commissioners and Board of Directors have always
adhered to the Articles of Association of the Company the established vision and mission as well as good
corporate governance (GCG) principles functions over the management of the Company. Below are the vision
and missions that the Companys Board of Commissioners and Directors constantly carry out.
Vision:
Become herbal medicine, health food-beverage and herbal raw material processing company that provides
benefit to the society and environment.
Missions:
1. Develop herbal-based products that are rational, safe and truthful and are based on scientific research.
2. Develop continuous research on herbal medicines
3. Assist and encourage the government, educational institutions, medical professionals to play more active
roles in research and development of traditional medicines and medications.
4. Improve public awareness on the importance of maintaining health through healthy lifestyle, the use of
natural ingredients and naturopathy medication.
5. Conduct intensive corporate social responsibility (CSR)
6. Manage an environmentally friendly company
7. To become a worldwide herbal medicine company
By maintaining focus to achieve the aforementioned missions, the Company has experienced significant changes
throughout its operation in order to continue the efforts to service Indonesias consumers that constantly evolve
and develop, by continuously developing herbal products produced from herbal plants with clinically proven
efficacy and guaranteed product safety, which builds customers confident on the quality of the Companys
products. Along with the growing evidence on the Company's products efficacy, todays society has become
more open minded in selecting and consuming herbal products as medicine, supplements as well as food and
beverages that are prepared from natural ingredients and processed with modern technology to ensure the
safety of its consumption.
93
3.
4.
5.
6.
7.
The Company has 72 years of experience, focusing on herbal medicines, herbal food and drinks and
natural raw materials processing.
Based
Certificate
No.
CPOTB.
008/CPOTB/02/3/XI/2000,
009/CPOTB/02/3/XI/2000,
010/CPOTB/02/3/XI/2000, 011/CPOTB/02/3/XI/2000 and 012 / CPOTB/02/3/XI/2000 given by the Director
General of Drug and Food Control, Ministry of Health and Social Welfare of the Republic of Indonesia on
11 November 2000 and No. GMP certificate. 2181/CPOB/A/XI/00, 2182/CPOB/A/XI/00, 2183/CPOB/A/XI/00,
2184/CPOB/XI/00, which is given by the Director General of Drug and Food Control, Ministry of Health
Republic of Indonesia on 7 November 2000, the Company has a license as medicinal plants and
pharmaceutical plants that are environmentally friendly. The Company is the only company that has
a standard herbal pharmacy.
The Company has its own raw material processing facilities and 99% of the raw materials for herbal
medicine are derived from Indonesia, in cooperation with 102 farmers groups since 1994.
The Companys main products have undergone research and obtained research certificate for the testing
of their safety and efficacy as a form of the Companys responsibility to the customers.
The main product of the company is one of the market leaders.
The Company is an innovative and progressive company.
The Company has 108 local distributors that have been developed since 1972, some of which originated
from SME as well as distributors in several countries.
94
8. The Company has loyal, dedicated and experienced human resources in research development and
production relating to herbal medicines and herbal food & beverages industry.
Described below are several factors that support the Companys competitive advantages referred to above:
1. Safe and high-quality supply chain due to the followings:
a. Cultivated raw materials
b. Substitutable raw materials
c. Good cooperation with farmers
d. The Company has plans to establish raw material processing centers in local areas to obtain highquality raw materials upon arrival at the factory for the production process.
e. The Company has a numerous amount of parties to support its product distribution to market
f. The Company has the ability to differentiate products and quickly response to consumer needs and
preferences.
g. The Companys products are well-known and trusted by society at large.
h. The Companys market segment encompasses lower middle class to upper middle class, with
affordable prices.
2. Research and Development
a. The Company is a research based company.
b. Comprehensive Laboratories with ISO 17025 certification.
c. Cooperation with various institutions.
d. Constantly innovating to create new products and segments.
3. The Companys corporate social responsibility activities are, among others, as follows:
a. Cooperation with various elements of society.
b. Conducts factory visits to provide insights to society.
c. Participates in various organization, including jamu producers association
d. The Company considers other jamu producers as coopetitors instead of competitors, as proven by
trainings for other jamu producers.
e. The Company intends to develop Indonesias traditional medicine to a competitive level compared to
international traditional medicine.
f. Trains farmers
g. Tourism and cultural advertisements.
4. Human Capital
a. The Company strives to maintain its employees welfare by providing facilities in the form of employees
cooperatives, pension fund and allowing employees to freely join labor union.
b. Has qualified human resources as described in employee composition.
c. The Company has a strong and solid team work to capture market share, with their motto Partner of
National Solidarity.
5. Environment
a. Through cultivation of raw materials, the Company indirectly participates in preservation of the
environment.
b. The Company is currently concentrating to achieve proper grade.
c. In the future, the Company will implement zero waste by utilization of all existing waste. As of now,
waste is utilized as, among others, fertilizers.
d. The use of gas fuel, that is more efficient and energy saving.
95
3. Business Strategies
In the future, the Company plans to invest in, among others:
- The purchase of land and building and factory expansion
- Investment in Subsidiary, i.e. PT Muncul Mekar, with regard to the purchase of land and warehouse
construction.
- Investment in Subsidiary, i.e, PT Semarang Herbal Indo Plant, with regard to the purchase of
machineries.
- The development of information techology system and computerization in the Company.
The Company takes these steps to support the Companys growing sales and operational activities.
In the future, the Company plans to increase the sales of the following products: tolak angin, coffee and milk
and alang sari.
4. Business Activities
In accordance with Article 3 of the Companys last Articles of Association based on the Deed of Resolutions of
the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul Tbk No. 33 dated
18 September 2013, drawn up before Fatiah Helmi, SH., Notary in Jakarta, which has received formalization
from the Minister of Justice and Human Rights under No. AHU-49556.AH.01.02.Year 2013 dated 24 September
2013 and was registered in the Company Registry under No. AHU-0089234.AH.01.09.Year 2013 dated
24 September 2013, the scope of the Companys business activities is to engage in jamu and pharmaceutical
industry, trade, ground transportation, service and agriculture. To conduct the aforementioned business activities,
the Company may carry out the following business operations:
x
x
x
x
x
Engage in industrial business, including pharmaceutical, herbal medicine, herbs ingredients, cosmetics,
health food and beverages, and electronic medical devices;
Engage in trading, including import, export, local, interprovinces, agency, purveyor, wholesaler, supplier and
distributor for pharmaceuticals products, herbs ingredients, cosmetics, health food and beverages and
electronic medical devices, either for the Company or on a commission basis for and on behalf of other
parties;
Engage in ground transportation business, which include expedition and warehousing, passenger
transportation and freight related to the conduct of the aforementioned industry and trading activities;
Engage in wellness services business, utilize wellness related electronic devices and healthcare services,
except for legal and tax services.
Engage in agriculture business, which include conservation of herbal plants and animals to be used as
research objects for cosmetic and herbs ingredients research and providing visitors infrastructure at the
herbal plants and animal conservation area, all of which are aimed to support the pharmaceutical and herbal
medicine industry referred to above.
As a company that has been operating since 1951, the Company has become a modern herbal medicine
company that always strives to provide good and healthy products to all its consumers, and therefore contributing
positive values to the society.
In addition to relying on fresh and high-quality natural ingredients, the Company also emphasizes the importance
of research, science and technology in carrying out the production processes of each of its product, as well as in
moving forward to expand its business. The Company continues to create innovations in the form of new
inventions with high level of efficacy for all levels of society.
96
Accordingly, the Company has equipped its factory with various supporting facilities that meet pharmaceutical
standards. Among those facilities are ISO (International Standard Organization) 17025 certified laboratory,
CPOB and CPOTB standardized production facilities, waste and water demineralization treatement, holistic
clinics and agrotourism areas.
Currently, the Company owns a factory located at Jl. Soekarno Hatta km 28, Bergas Sub-District, Klepu,
Semarang. The total area of the Companys factory is 304,425m2 with total building area of approximately
85,975 m2. From the early stage of the factory construction, the Company has planned to segregate the areas by
function. The factory area consists of factory building with total area of 82,675 m2, Agro tourism section with total
area of 12,814 m2 while the remaining areas serve as the factory environmental support.
Current factory facilities consist of the following:
1. Laboratories
Instrumentation Laboratory, equipped by HPLC (High-Pressure Liquid Chromatography), GC (Gas
Chromatography) and TLC Scanner (Thin Layer Chromatography), Spectroscopy, Atomic Absorbtion
Spectroscopy (AAS), etc. The laboraties are built on a total area of 1,200m2.
Pharmacology Laboratory
Formulation Laboratory
Pharmacognosi Laboratory
Stability Laboratory
Chemical Laboratory
2. Herbal plants cultivation and research plantation
3. Extraction Center
4. Clean water treatment
5. Waste water treatment
6. Library
7. Holistic Clinic
8. Scientific Research and Collaboration
In addition to the above, the Company also opens its facilities for public visits to provide society the chance to
directly observe its production process, in the hope that the activity will serve as an eye-opener to the society
regarding the herbal medicine produced by the Company, which have met the COPB and CPOTB standards and
are safe and effective to consume.
Cultivation and Plantation of Herbal Plants
The Company has cleared a stretch of land for the purpose of cultivation and plantation of herbal plants. The
area also serves as an agrorourism area, that is used to collect herbal plants with priorities for rare or nearly
extinct plants. The largest share of its collection consists of plants to be used as raw material for medicinal herbs.
The designated area for herbal plants collection is artistically designed to attract visitiors. Officially, the area is
assigned as an agrotourism object specializing on herbal plants collection that is integratedly designed with
landscaping and other infrastructure. The Companys herbal plants agrotourism area is located in the Companys
herbal factory area, Jl Soekarno Hatta, Diwak village, Bergas subdistrict, Semarang regency, Central Java
stretching on an area of approximately 1.5 hectares, with a sloping land topography, at the height of 440 meters
above sea level. There are approximately 400 species of herbal plants collection, including introductory plants or
those imported from abroad, among others: Echinacea Purpurea, Tribulus Terrestris and Sylibum Marianum. The
area also boasts a nursery and a store that sells seeds of herbal plants.
97
The quality of herbal medicine produced by the Company are guaranteed as they have passed various tests,
ranging from toxicity tests to efficacy tests. The production process is also supported by a complete array of
laboratory facilities and researches conducted by the Research & Development Department.
5. Information on the Companys Products
The sustainable growth of the Companys products is based on two main principles, i.e., (1) maintains product
quality at all time and (2) continuously creates various innovations to bring high-quality, safe and effective
products to accommodate the societys needs of health.
The products produced by the Company must meet the following standard requirements:
x Processed at the extraction center and produced in a modern and hygienic factory that meets the Good
Manufacturing Practice, which is a production standard applied to all products containing extracts, i.e.,
capsules, tablets, caplets, internal liquid medicines and instant drinks.
x Use standardized natural ingredients (meaning each batch of production contains the same amount of active
ingredients)
x Passed toxicity test (safety) and are supported by various scientific references.
x Analyzed at accredited laboratory.
x Passed microbiology tests (fungi count, mold, harmful fungi and bacteria count), including aflatoxin (toxic
ingredients produced by the existence of Aspegillus flavus. This fungus is generally found in
rootstocks/rhizomes that are in contact with the ground).
x Passed stability test to determine product expiry date, not based on references or estimates.
x Do not contain sugar, yeast, flavouring, artificial colours and preservatives (these requirements apply for
capsules)
x Become a memper of APSKI (Asosiasi Pengusaha Suplemen Kesehatan Indonesia Indonesian Health
Supplement Entrepreneurs Association) and IADSA (International Alliance of Dietary Supplement
Associations)
The Company generally categorizes its products into the following:
x Herbal Medicine, including powder medicinal herbs, complete medicinal herbs, food supplements, heath
beverages, candy and others
x Standardized Herbal Medicines
98
Check the water content of the raw materials: which must not exceed 10%. Raw materials with water content
exceeding 10% are more susceptible to mold during storage, which will eventualy reduce its quality as it will
contain less active ingredients. For example, the color yellow in processed turmeric which contains plenty of
water will be less vibrant.
99
The raw materials will be sorted on the shelves by type. Each shelves are labeled with raw material tables on the
board. Storage process is conducted in the storage warehouse. The raw material inventory is based on FIFO
(First-In First-Out) method in order to avoid material build ups or overlong stored materials which will result in
damaged raw materials. In the storage room, the raw materials have to meet the following requirements:
a. Raw materials must be accurate.
b. Raw materials must be clean.
c. Raw materials must be stored in dry form.
In terms of raw material quality control, the Company conducts the following:
a.
b.
c.
d.
e.
f.
Since the quality of the sorting result will be more reliable when conducted directly by human labor, a large
portion of the processes referred to above are still conducted by human labor. In addition to maintaining quality,
the use of human labor is also intended to empower the surrounding society by improving their quality of life
through employment opportunities.
The first production process of herbal medicine is the raw materials receiving. The incoming raw materials are
immediately checked by QCT. After the materials are proven to meet the receiving standards and usage
standards, they are stored in the raw material storage warehouse. Herbal medicine ingredients preparation or
herbs ingredients are also stored in the form of dry simplicia, chopped simplicia, whole dry and in the form of
powder or grain and extract. Dry extracts are stored in non-simplicia storage warehouse, while liquid extract are
stored in extraction cold storage for a limited amount of time. Raw materials to be used will be taken out from the
raw materials storage warehouse to be sorted. After sorting, the raw materials are then washed, dried, grinded
and only then are mixed.
Type of Herbal Medicine Raw Materials
No.
1.
Common Name
Latin Name
Bastard Cedar
Betel Peper
Cogon Grass
Echinacea
Galangal
Ginger
Guava Leaf
Gynura Leaf
Java Long Pepper
Java Tea
Java Turmeric
Ling Zhi
Phyllantus
Red Ginger
Tongkat Ali
Guazumae Folium
Piperis Folium
Imperatae Rhizoma
Echinaceae Herba
Kaempferiae Rhizoma
Zingiberis Rhizoma
Psidii Folium
Gynurae Folium
Retrofractie Fructus
Orthosiphonis Folium
Curcumae Rhizoma
Ganoderma Fructus
Phyllanti Folium
Zingiberis Var Rubra Rhizoma
Eurycomae Radix
100
No.
2.
3.
Common Name
Latin Name
Tribulus
Kunyit
Kunyit Putih
Temu Hitam
Temu Mangga
Dry Extract
Jati Belanda
Sirih
Kayu Manis
Alang-Alang
Ketumbar
Echinacea
Adas
Kencur
Jahe
Pegagan
Daun Jambu Biji
Daun Dewa
Cabe Jawa
Kumis Kucing
Temulawak
Ling Zhi
Meniran
Mengkudu
Jahe Merah
Katuk
Pasak Bumi
Tribulus
Kunyit
Kunyit Putih
Temu Hitam
Temu Mangga
Pure Essential Oil
Minyak Daun Cengkeh
Minyak Tangkai Cengkeh
Minyak Bunga Cengkeh
Minyak Adas
Minyak Jahe Basah
Minyak Jahe Kering
Minyak Temulawak
Minyak Sereh Wangi
Minyak Pala
Minyak Nilam
Minyak Kunyit
Minyak Kenanga
Tribulus
Turmeric
White Turmeric
Black Turmeric
Curcuma Mangga
Tribuli Fructus
Curcumae Domesticae Rhizoma
Curcumae Zedoaria Rhizoma
Curcumae Aeruginosae Rhizoma
Curcumae Mangga Rhizoma
Bastard Cedar
Betel Peper
Cinnamon
Cogon Grass
Coriander
Echinacea
Fennel
Galangal
Ginger
Gotu Kola
Guava Leaf
Gynura Leaf
Java Long Pepper
Java Tea
Java Turmeric
Ling Zhi
Phyllantus
Noni
Red Ginger
Sweet Leaf
Tongkat Ali
Tribulus
Turmeric
White Turmeric
Black Turmeric
Curcuma Mangga
Guazumae Folium
Piperis Folium
Cinnamomi Cortex
Imperatae Rhizoma
Coriandri Fructus
Echinaceae Herba
Foeniculi Fructus
Kaempferiae Rhizoma
Zingiberis Rhizoma
Centellae Folium
Psidii Folium
Gynurae Folium
Retrofractie Fructus
Orthosiphonis Folium
Curcumae Rhizoma
Ganoderma Fructus
Phyllanti Folium
Morindae Fructus
Zingiberis Var Rubra Rhizoma
Sauropi Folium
Eurycomae Radix
Tribuli Fructus
Curcumae Domesticae Rhizoma
Curcumae Zedoaria Rhizoma
Curcumae Aeruginosae Rhizoma
Curcumae Mangga Rhizoma
Clove Leaf
Clove Stem
Clove Flower
Fennel
Ginger
Ginger
Java Turmeric
Lemongrass
Nutmeg
Patchuoli
Turmeric
Ylang-Ylang
Syzygium Aromaticum L.
Syzygium Aromaticum L.
Syzygium Aromaticum L.
Foeniculum Vulgare L.
Zingiber Officinale L.
Zingiber Officinale L.
Curcuma Xanthorrhiza L
Cymbopogon Nardus L.
Myristica Fragrans L.
Pogostemon Cablin L.
Curcuma Domestica L.
Cananga Odorata L.
The List of Raws Materials used as the Companys for its production are, among others, as follows:
No.
1.
2.
3.
4.
5.
6.
Name
Fennel
Star Anise
Akar Wangi
Cogon Grass (root)
Avocado (leaf)
Bangle
No.
36.
37.
38.
39.
40.
41.
Name
Java Plum
Cinnamon
Kayu Rapet
Cinnamomum Sintok
Tree bean
Velvet Berry
101
No.
71.
72.
73.
74.
75.
76.
Name
Bay leaf
Green Chirayta
Sappan wood
Celery
Celery
Sembukan
No.
7.
8
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
Name
Garlic
Lote herb ocean
Wood rose
Brotowali
Java Long Pepper
Sandalwood
Clove
Morel Berry
Coral Tree (Leaf)
Gunj Leaf
Plantain leaf
Caricature Plant (Leaf)
Pomegrenate (Skin)
Intoxicating yam
Betel bite
Serawak Betel bite
Bottlebrush
Garden Ginger
Guava (Leaf)
Ling Zhe Mushroom (slice)
Ling Zhe Mushroom (whole)
Bastard Cedar (leaf)
Senna (leaf)
Kaffir Lime
Fennel flower
Cumin
Dandelion
Cardamom
Elaeocarpus grandiflora
No.
42.
43.
44.
45.
46.
47.
48.
49.
50.
51.
52.
53.
54.
55.
56.
57.
58.
59.
60.
61.
62.
63.
64.
65.
66.
67.
68.
69.
70.
Name
Rodent tuber
Basil
Cubeb
Oranga Jessamine
Galangal
Coriander
Turmeric
Pepper
Black pepper
White pepper
Shampoo ginger
Red greater galanga
Greatar galangal
Mahkota Dewa
Phyllantus
Neem
Mullberry (leaf)
Nutmeg
Asthma Plant
Papaya (leaf)
Gotu Kola
Star Anise
Alyxia Stella (Maile)
Black Board Tree
Snakeroot
Urena Lobata
Pimpinella Puruatjana
Marshpepper Knotweed
Rosella
No.
77.
78.
79.
80.
81.
82.
83.
84.
85.
86.
87.
88.
89.
90.
91.
92.
93.
94.
95.
96.
Name
Sambong
Lemon grass
Arrowleaf Sida
Arrowleaf (root)
Betel peper (leaf)
Soursop (leaf)
Sweet leaf
Breadfruit (leaf)
Elephants foot
Shortleaf spike edge (root/rhizome)
Corn sow thistle (flower)
Temu Giring
Black turmeric
Fingerroot
Curcuma manga
White turmeric
Java turmeric
Trawas
Puncture Vine
Spirullina
7. Production Process
7.1.
Production Activities
As a player in the herbal medicine industry, the Company is governed by Regulation of the Minister of Health of
the Republic of Indonesia No. 006 in 2012 on Traditional Medicine Industry and Enterprises, and the following
rules implementation. Through implementation of high standards of quality for each of its products, the Company
has become the only traditional medicine factory with pharmaceutical standards as evidenced by the CPOB and
CPOTB certificates that are equivalent to pharmaceutical. These facts have made the Company more attractive
and improved its ability to maintain consumers loyalty.
The Company is commited to develop good and proper herbal medicine business. This commitment has made
the Company more concentrated and innovative. The proper selection and usage of raw materials, in terms of
type, amount and quality will produce good quality herbal medicine. To realize this commitment, all plans to
release new products are always preceded by literature studies as well as intensive research concerning the
safety and efficacy as well as market sampling. To guarantee the quality of its products, every production step
starting from the raw materials received until the products are delivered to the consumers are conducted under
tight quality control.
The Companys production activities starts from the receipt of raw materials and packaging materials from local
suppliers, who are qualified Companys partners subsequent to the Companys approvals once they have passed
the qualification tests set by the Company in order to become a supplier or partner. There are no raw materials
used in production activities from import suppliers.
102
In conducting its business, the Company has been working with 102 farmer groups so that there is no
dependence on a single supplier that needs to be disclosed in the Prospectus. In a purchase transaction, the
Company refers to the price prevailing in the market. All the suppliers of raw materials are the Companys third
parties who are not affiliated with the Company.
The raw materials are received by raw materials storage warehouse and stored in quarantined area to be
checked by Quality Control department using equipments of quality control laboratory to test the worthiness of
such raw materials in accordance with the Companys specification.
Afterwards, raw materials that have passed quarantine will be subject to pre-processing activities, i.e., washing,
sorting and drying to produce clean and ready-to-use materials for production that will be stored in clean storage
area.
The companys standard production has been getting CPOB and CPOTB certification
The diagram below represents the schematic stages of the Companys production process:
Raw Material
Selected
Sorted
Washed twice
Dried using
Dryer
Mixed
Goods Ready
For Sale
Coarsely
Grinded
Oven-fried
Finely Grinded
Packed
Labeled
Packed in
Polypaper
Sieved
(Sifted)
Fine Powder
in Plastic
Wrapped using
Aluminium Foil
Machine
Raw materials that will be used for the production process selected in advance. Once selected, the materials
that have passed the selection process into the washing process. Material washing process is done as much
as 2 times. Then, clean herbal ingredients that have been dried with dryer.
103
From the above process, the material obtained ready mixed dried herbs. Dry ingredients are mixed in
accordance with the prescriptions of herbs that will be created. The finished dried herb mixed included in the
milling process. The first mill was grinding process abusive. After coarse grinding process, the herbal
ingredients roasted / toasted before entering the second grinding process, ie the process of finely milled. To
get the appropriate fineness powder, fine powder is sifted. Less delicate powder is finely milled back, while
the herbal powder is fine going into the packaging process.
Packaging process in general through 2 stages. The first stage is the primary packaging (packing primer).
Primary packaging is the packaging in direct contact with the product. Primary packaging can be polypaper
or aluminum foil. Products are packaged using labeled primers packing again later packed into the
secondary packaging (secondary packing) in the form of plastic or cardboard. Once the packaging process
is complete, the product is ready for sale
The following figure illustrates the production process of herbal medicine in powder form along with the
explanation.
Frying
Grinding
Sieving
Primary Packing
104
Secondary Packing
the herbal sachet from the primary packing will be packed into its
secondary packing such as box or plastic.
The following figure illustrates the process of the production of liquid products along with the explanation.
Liquid Product Production Process Images
COOLING TANK
LIQUID PROCESS
MIXING TANK
SECONDARYPACKING
QUARANTINE ROOM
CARTONING
Mixing Tank
Cooling Tank
Quarantine Room
Secondary Packing
Cartoning
in the mixing tank, the extract of liquid herbal is mixed with other
materials and heated for a certain time so that the materials can be
mixed well.
after heating, the liquid herbal is flowed into the refrigerated tank for
cooling. In the cooling tank, other ingredients are also added to the
herbs.
after the cooling process, the liquid herbal is flowed through the pipes
into the fill and seal machine to be packed.
the packed liquid herbal in the form of sachet will be placed in the
quarantine room for inspection.
after passing the inspection procedure, herbal sachet will be packed into
the secondary packaging such as plastic, box, or jars.
extracts of liquid herbal that have been packed in the secondary
packing will be packed again into cartons.
105
The following chart illustrates the flow of raw materials process as well as extraction process and candy
production process.
Pre-processing Flowchart (Raw Material Process)
Raw Material
Explanation:
The flow above the pre-existing process flow of raw materials. Preprocess the raw material flow includes flow from raw material
receipt and the drying process.
Raw materials that come from the first supplier in check. Raw
materials according to standards acceptable, while the raw
materials that do not conform will be returned to the supplier.
Selected raw materials received (disortasi) to keep the quality of
the material remains good. Raw materials that have disortasi be
washed. Washing process is done as much as 2 times. Raw
material is clean, then dried. Once dry, raw material ready to go to
the next process or stored
106
GCMS
AAS
TLC Scanner
UPLC
SPECTROPHOTOMETER
107
RETAINED
SAMPLE
CLIMATIC CHAMBER
Source: The Company, July 2013
108
Formulation Laboratory
Research on product formulations are performed in the formulation laboratory. The purpose of research in this
laboratory is to find a new product formulation and in addtion it may also reformulate the existing products.
Therefore to accomodate these functions, the lab is equipped with a mini model of the production machines such
as mini evaporator, mini capsule machine and mini coffee extractor.
109
110
IPC Laboratory
IPC laboratory or In Process Control is a laboratory that performs monitoring in every process. IPC laboratory
ensures that every process is in accordance with the quality standard accepted by the Company.
7.3. Production Capacity
The Companys production capacity and actual production quantity from 2008 to 31 July 2013 were presented
below:
Production Capacity
Herbal Medicine
Energy Drinks
Drinks & candy
Healthy drinks
Others
31 July
2013
600,600,000
2,450,000,000
462,233,333
172,083,333
17,500,000
31 July
2013
463,468,383
1,232,073,499
279,531,529
38,209,126
1,487,114
2012
1,029,600,000
4,200,000,000
792,400,000
295,000,000
30,000,000
2012
702,506,764
2,703,196,993
432,394,893
92,768,449
2,711,968
2011
1,029,600,000
4,200,000,000
792,400,000
295,000,000
30,000,000
31 December
2010
1,029,600,000
3,000,000,000
396,200,000
73,750,000
30,000,000
2011
554,981,032
1,900,579,019
364,758,117
44,754,744
2,815,004
31 December
2010
496,339,664
1,620,576,823
206,220,841
43,560,504
2,938,745
111
(in units)
2009
687,060,000
3,000,000,000
396,200,000
73,750,000
30,000,000
2008
687,060,000
3,000,000,000
396,200,000
73,750,000
30,000,000
(in units)
2009
347,895,551
1,457,990,811
136,041,592
37,427,317
3,215,393
2008
342,054,849
1,363,802,831
1,363,802,831
34,846,641
4,024,910
Utilization
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others
31 July
2013
77.17
50.29
60.47
22.20
8.50
2012
2011
68.23
64.36
54.57
31.45
9.04
53.90
45.25
46.03
15.17
9.38
31 December
2010
48.21
54.02
52.05
59.07
9.80
(in percentage)
2009
50.64
48.60
34.34
50.75
10.72
2008
49.79
45.46
32.61
47.25
13.42
In connection with the sales growth of the Company's products, the Company's production capacity is currently
around 50% to 80%. In the year 2014 to 2015, the Company will increase production capacity. The increase
of the production capacity of these were related to the intensity of the promotion of the Company's products
through advertising, both in print and electronic media that were delivered nicely, which increased the consumer
appeal and brandawareness of the Company's products, which have an impact on the increasing market
demand to boost production volume.
7.4. Quality Control
The Company has a Quality Control Departmnent that is responsible to ensure that the quality control policies set
by the Companies are properly implemented and that the actual practices are in conformity with standard
procedures. Only products that meet the qualifications can be send to customers, therefore the probability
of product return from customers is very minimum. Defective products or products that do not meet the
production standards will be re-processed to meet the set production standards and qualifications.
As of now the Company has obtained various ISO certification as international standard acknowledgement to the
production systems and processes implemented by the Company.
Company Name
Perseroan
ISO Type
ISO 17025
Date of Receipt
12 October 2004
Issuing Company
National Accreditation Committee
As part of its effort to improve the Companys production units quality and capability to produce more various
products, the Company has automatized its production facilities to improve efficiency of the production
processes.
8. Distribution and Marketing Activities
Distribution Network
The herbal medicine industry in Indonesia continues to grow in line with the development in both domestic and
global market, where herbs, which were initially consumed by the Indonesian society, particularly those residing
in the Island of Java, have become more well-known and consumed by all levels of Indonesian society. In
addition, herbs products are also exported to various countries abroad as follows:
Afghanistan
Algeria
United States of
America
Brunai Darusalam
Australia
Ghana
Hongkong
Jordan
Korea
Malaysia
Mauritius
Nigeria
Qatar
Singapore
Canada
Mongolia
Suriname
112
The Company distributes its products through its subsidiaries, PT Muncul Mekar, a distribution company that
specializes in handling the operational distribution of the Companys products. The Companys products are
distributed by land and water transportation, starting from the finished goods warehouse in Semarang factory.
The following diagram presents the Companys herbal medicine products distribution structure. The distribution
channel and the levels of wholesalers and/or sub-distributor may vary in accordance with the products and
distribution area.
PT Industri Jamu dan Farmasi Sido Muncul Tbk Distribution Channel
Factory
Distributor
PT Muncul Mekar
Jakarta and
West Indonesia
Central Java
East Indonesia
Customers
Consumers
Until the date of issuance of this Prospectus, the coverage of PT Muncul Mekars marketing and distribution area
encompass the following areas:
Jakarta and West Indonesia
Central Java
Tangerang
Bangka
Yogyakarta
Surabaya
Banjarmasin
Makasar
Kebon Jeruk
Belitung
Tegal
Jember
Sampit
Kendari
Bekasi
Cipete
Kerawang
Cawang
Tambun
Pondok
Labu
Padang
Jambi
Bengkulu
Pontianak
Palembang
Pekanbaru
Solo
Rembang
Majenang
Semarang
Kebumen
Cilacap
Panorogo
Tuban
Bali
Kediri
Banyuwangi
Madura
Pangkalan
Bundar
Samarinda
Berau
Tarakan
Lombok
Palu
Gorontalo
Manado
Luwuk
Ternate
Tobelo
Bandar
Lampung
Batam
Ketapang
Medan
Purwokerto
Bojonegoro
Jombang
Sidoarjo
Gresik
Pasuruan
Lumajang
Malang
Sumbawa
Kupang
Atambua
Ruteng
Ende
Maumere
Wangopu
Ambon
Sorong
Nabire
Jayapura
Biak
Merauke
Manokwari
Timika
113
The distribution network area consists of 3 marketing offices (stock point) located in Tambun, Surabaya and
Semarang, and 100 selling agents, 108 sub-ditributor across Indonesia, 161,556 of wholesaler.
Map of the Companys Product Distribution Coverage Area
Marketing
The Company implements P5TR strategy, i.e., Product, Promotion, Price, Placement, Public Relation and
Corporate Social Responsibility, Trust and Relationship (high-quality products, intensive promotion and
competitive price) in its marketing activities. The Companys Integrated Marketing Communication strategy
in marketing its products are as follows:
a. Advertisements
Are media of information packaged in such a way to attract public attention. Advertisements require certain
original characteristic and persuasiveness so that consumers are willingly encouraged to take the actions
intended by the advertiser. In creating advertisements, the Company carefully considers the following four
components:
(1)
(2)
(3)
(4)
The Company strives to create advertisements that are informative, persuasive and serve as reminders. For
example, the advertisement of the Companys products, Tolak Angin, is packaged in such a way to include
the above elements. In marketing Tolak Angin, the Company utilizes advertisements in mass media,
particularly electronic and print media. Tolak Angin advertisement is widely-known for its tagline Orang
Pintar Minum Tolak Angin (Smart People Drinks Tolak Angin). In this advertisement, the Company wish to
influence society that in selecting cold remedies, it is necessary to drink Tolak Angin. This tagline is
enhanced through visualization of successful, smart and well-known figures such as Renald Kasali
114
(academic and marketing figure), Lola Kamal (actress and doctor) and Agnes Monica (widely-known as
young talented artist with academic achievements) and the last Anggito Abimanyu (academic and moslem
scholar). The current Tolak Angin advertisement is not only persuasive but also includes the message that
Tolak Angin cares about the Indonesian culture. This is fairly reasonable considering the position of Tolak
Angin herbal medicine that is widely-known by the Indonesian society as the product has existed for quite
some time. Therefore, Tolak Angin advertisements function more as reminders to society. Tolak Angin
advertisements are no longer the main instrument to market the product, but they serve more as reminders
and they provide information on actions taken by the Company to maintain customers loyalty.
The advertisements are also used to strengthen the Tolak Angin brand to ensure the name Tolak Angin is
strongly attached in consumers minds.
b. Sales Promotion
In addition to advertisments, the Company also implements Sales Promotion strategy. Sales Promotion are
activities to directly persuade, by offering incentive or added values of a product to sales forces, distributors
or end customers, with the main objective to create immediate sales. Sales promotions are conducted to
capture new customers and increase sales within a short period of time. One of the type of promotions
conducted by the Company is marketing the Companys product. Other type of promotions is through Event
Sponshorship. The Company often becomes the main sponsor in social or entertainment events.
c.
Brand Image
Marketing certainly needs to be complemented by the Companys reputation as well as product quality and
positive brand image. Maintaining public trust is one of the Companys main concern in building and
maintaining the Companys image and brand. On the other hand, the Company continues to build positive
image through its corporate social responsibility activities, among others by building a 12,814 meter square
agrotourism area in vicinity of the Companys factory and providing unrestrained access to the Companys
factory. The Company also often participates in donation for charity and social activities. In addition, the
Company also attends to the needs of every shareholders, by providing free homeward trips (mudik) in the
form of free transportation to the hometown of participants, who are mostly are retailers selling the
Companys product. The activities are conducted regularly to create mutual relationships and maintain high
loyalty from all stakeholders, consumers and distributors/agents of the Companys products.
d. Direct Selling
Is a marketing system where the organization communicates directly with target customers to obtain
response or create transactions. Direct selling can be performed through telemarketing, email and others.
Direct selling is not directly aimed to consumers but rather to the distributors in order for them to expand the
channeling of the Companys product. Unquestionably, direct selling is complemented with other programs,
such as incentives or discounts that are part of sales promotion.
115
The following sales data present the market area of the Company's main products which contribute
significantly to domestic and international income as follows:
No.
1.
2.
3.
4.
5.
Description
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others
Total
No.
1.
2.
3.
4.
5.
Description
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others
Total
No.
1.
2.
3.
4.
5.
Description
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others
Total
No.
1.
2.
3.
4.
5.
Description
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others
Total
No.
1.
2.
3.
4.
5.
Description
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others
Total
WestIndonesia
382,685
306,257
89,167
13,539
2,164
793,812
West Indonesia
526,444
654,070
131,447
30,130
1,865
1,343,958
West Indonesia
394,036
751,979
130,316
16,153
1,672
1,294,155
West Indonesia
324,354
723,267
91,369
16,853
1,653
1,157,496
West Indonesia
231,626
583,770
74,861
16,187
1,959
908,403
Central
Indonesia
100,942
62,883
34,484
4,596
8,377
211,282
Central
Indonesia
138,333
139,962
41,118
9,253
11,190
339,856
Central
Indonesia
102,894
149,533
27,150
5,771
7,512
292,860
Central
Indonesia
97,378
195,351
22,110
6,185
9,920
330,944
Central
Indonesia
78,091
149,312
19,565
5,831
9,756
262,556
116
Juli 2013
East Indonesia
81,951
215,105
58,646
8,321
1,006
365,029
Others
3,006
18,742
196
1,103
15
23,062
116,835
443,085
93,669
18,060
1,133
672,783
Others
3,640
29,068
432
1,705
223
35,068
86,759
419,810
71,759
8,841
658
587,828
Others
3,033
18,330
504
1,517
46
23,430
59,258
273,808
26,183
6,468
623
366,340
Others
1,533
9,556
100
563
8
11,758
29,031
102,275
10,967
4,122
468
146,863
Total
586,722
1,339,653
229,729
32,282
9,888
2,198,273
Total
482,523
1,201,982
139,762
30,068
12,203
1,866,538
(in million Rupiah)
2009
East Indonesia
785,253
1,266,185
266,666
59,149
14,411
2,391,664
2010
EastIndonesia
Total
2011
East Indonesia
568,584
602,987
182,493
27,560
11,562
1,393,186
(in million Rupiah)
2012
East Indonesia
Total
Others
930
6,280
102
406
24
7,742
Total
339,677
841,638
105,495
26,546
12,207
1,325,563
No.
1.
2.
3.
4.
5.
Description
West Indonesia
211,019
427,970
72,020
15,182
2,803
728,994
Herbal Medicine
Energy Drinks
Beverage & candy
Healthy drinks
Others
Total
Central
Indonesia
71,883
93,191
17,084
4,491
6,900
193,548
2008
East Indonesia
Others
28,221
69,032
10,547
4,299
727
112,826
Total
693
4,677
76
302
18
5,766
311,816
594,869
99,727
24,275
10,447
1,041,134
31 Juli
2013
568,584
602,987
182,493
27,560
11,562
1,393,186
%
40.81
43.28
2012
785,253
1,266,185
%
32.83
52.94
2011
586,722
1,339,653
%
26.69
60.94
13.10
1.98
0.83
100.00
266,666
59,149
14,414
2,391,667
11.15
2.47
0.60
100.00
229,729
32,282
9,887
2,198,273
10.45
1.47
0.45
100.00
31 Desember
2010
%
482,523
25.85
1,201,982
64.40
139,762
30,068
12,203
1,866,538
7.49
1.61
0.65
100.00
%
25.63
63.49
2008
311,816
594,869
%
29.95
57.14
105,495
26,546
12,207
1,325,563
7.96
2.00
0.92
100.00
99,727
24,275
10,447
1,041,134
9.58
2.33
1.00
100.00
1) In the event of damage in the process of delivery of merchandise, the Company will accept returns on
merchandise from customers. However, when compared to historical sales over the last 5 years, the
amount of merchandise returns are not significant, ie less than 0.08%.
2) For sales discounts and sales bonuses, the Company implemented a policy that will be adapted to the
market conditions at the time of sale. Furthermore, if there is damage to returns in the process of delivery
of merchandise, the Company will accept returns on merchandise from customers. However, when
compared to historical sales over the last 5 years, the amount of merchandise returns are not significant,
ie less than 0.08%. Warranty payment terms given leeway to customers of the Company by an average
range of about 20 days. However, when the company launched a new product, the Company will give
more leeway the payment terms of 20 days in accordance with market conditions and the product.
9. Business Competition
In the last few years, the Company faced increasingly tight competition, particularly from other herbal medicine
companies such as PT Bintang Toedjoe, PT Deltomed Laboratories and others. Competition among herbal
medicine companies existed for herbal products such as cold herbal remedies and other herbs considering most
of the herbal companies have similar production line. i.e., using modern technology and capable of producing
medicinal herbs in various forms (powder, liquid and caplet/tablet).
In addition to herbal companies, the Company also competes with non-herbal companies, including
pharmaceutical companies. Lately, there has been a growing tendency towards production of traditional
medicines by pharmaceutical companies.
117
118
Company can develop their maximum potential so that career developments can be carried out without any
doubts and barriers since all activities are based on visions established by the Company.
14. The Companys Corporate Social Responsibility
As a Company which utilizes plants as its raw materials, the Company avoids waste that are harmful to the
environments in order to conserve the various medicinal plants in Indonesia. The Companys values are closely
related to corporate social responsibility and the Company believes that it is a key factor for the success of the
Company. As part of its responsibility to the environment, the Company has made efforts to manage its liquid
waste. The Company installs slurry handling equipment to treat liquid waste produced by the factory into clean
water to water the plants. Solid waste and extraction waste are processed into organic fertilizers that can be used
to fertilize plants. Through the above waste management efforts, the Company strives to be an environmentally
friendly company and to maintain the harmony of the areas surrounding the factory as it helps the plants to
thrive.
In addition, the Company also carried out various social activities as part of its participation in supporting the
society and to conserve the environment, in particular those in the vicinity of the Company. Below are the social
activities carried out by the Company during the past year:
x
Social Welfare
Environment
Planting of 10,000 mangrove at Moro Demak Beach on the commemoration of The Birth of the Prophet
Muhammad SAW (April 2012).
The Company has opened an Agrotourism area as part of its concern on the environment; the purpose of the
area is to collect medicinal plants with a priority for rare or nearly extinct plants. A large part of the collection
consists of plants for herbal medicine ingredients used in the industry and the remaining are still explored from
nature. The Agrotourism are was opened in 1999 and was designed artistically to attract visitors. Officially, the
area is assigned as an agrotourism object specializing on herbal plants collection that is integratedly designed
with landscaping and other infrastructure.
119
3.
4.
5.
6.
7.
8.
9.
Granted by
Department of Health of the Republic of Indonesia
(currently known as Ministry of Health)
Republika Daily
SWA Magazine
120
No. Awards/Certification
10. Appreciation for the Sponsorship of Anugerah
Satya Lencana Kebhaktian Social Award 2013
11. 1st UNS SMES Award 2012
Development of Cooperatives and SMEs
Category Best Medicinal Herbs Company
Supporting SMEs Development
12. Appreciation for Innovations in SMEs
Warta Ekonomi 2012
13. Appreciation for CSR Sejahtera Indonesia 2012
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
Granted by
Indonesian Red Cross Blood Donators
Communication Forum
University of Sebelas Maret Surakarta
Warta Ekonomi
in
121
SWA Magazine
Sembilan Bersama Media and Free Magazine
Indonesian Inspire!
Ministry of Health RI
Minister of Manpower and Transmigration of the
Republic of Indonesia
No. Awards/Certification
31. Satria Brand Award 2012
Kuku Bima
32. Satria Brand Award 2012
Tolak Angin
33. SCTV Award 2012
Popular Advertisements
34. Sindo UMKM 2012
Appreciation on SMEs Innovation
35. Social Media Award 2012
Herbal Cold Remedies Category
Tolak Angin Sido Muncul
36. Social Media Award 2012
Energy Drink Powder Category
Kuku Bima Energi
37. Social Media Award 2012
Womens Health Drink Category
Kunyit Asam
38. Top Brand Award 2012
Kuku Bima
Granted by
Suara Merdeka Group
39.
40.
41.
42.
43.
44.
45.
46.
47.
122
No. Awards/Certification
48. Appreciation for Donation of 1 unit of Blood Donor
Vehicle PMI 2011
49. Food Security Award 2011
50. Food Security Award
2011 Processing and Marketing of Agricultural
Products Sector
51. Platinum Indonesia 2011
Category: Best Quality Product of the Year 2011
52. Polda Metro Jaya
Awards for Penyelengaraan Mudik Bersama
Lebaran 2011
53. Appreciation from Indonesian Association of
Direct Sellers - 2009
54. Award Pioneer of Community Economic 2009
55. SWA Award Firts Winner In Liquid Medicine
Countering The Catching Cold 2009
Category: Cold Remedies
123
Granted by
Indonesian Red Cross
Minister of Agriculture
Directorate General of Processing and Marketing of
Agricultural Product Ministry of Defense
Polda Metro Jaya
X.
Information presented in this section and other sections of this Prospectus that are related to the herbal medicine
industry in Indonesia are compiled from variouse sources of information available to public. The Company
provides no guarantee over the accuracy of such information, which may be inconsistent with other information
compiled from sources in or outside Indonesia. These informations are not independently verified by the
Company and other related supporting professionals and therefore should not be relied on as the only source of
information.
1.
Jamu and Herbal Medicine are Indonesias original and well-known concoction for hundreds of years. Although
the exact beginning of tradition to prepare and drink jamu cannot be determined, it is believed that the tradition
has taken place for hundreds or even thousands of years. The tradition to prepare and drink jamu has become
a culture since the period of the Hindu-Java empires, which was proven by the Madhawapura Inscription from the
Majapahit era which mentioned the profession of jamu brewer called Acaraki.
Traditional medicines are ingredients or mixtures of ingredients consisting of plants, animals, minerals, galenical
preparation, or combinations of the above, that is passed down from generation to generation to be used for
medicinal purposes and can be applied in accordance to the existing norms in society.
Jamu is one of Indonesias original traditional medicines that have been developed through research to achieve
better standards. Global market requires scientific research regarding the efficacy of traditional medicines.
If stakeholders are aware of the huge potential in the global market, additional production of traditional medicines
categorized as standardized herbal medicine or even phytomedicines can be achieved.
Currently, the knowledge of herbal medicine has grown and developed as a result of the developments in the
science of Indonesias original medicine that are passed down from generation to generation. However, since it is
not considered as part of the main stream modern medical science (western medication), jamu has been
marginalized and included as part of areas known as traditional medicine.
Based on the level of clinical test, herbal medicines in Indonesia are categorized into three types, each of which
is represented with three different logos, i.e., jamu (empirical-based herbal medicine), scientific-based herbal
medicine and phytomedicines (clinical-based herbal medicine). The difference lies on the phases of testing. The
efficacy of jamu is generally limited to empirical efficacy. Whereas the efficacy of scientific-based herbal medicine
has been tested pre-clinically and fitofarmaka has been clinically tested. In realty, only a few of Indonesian herbal
medicines are categorized as fitofarmaka. However, since the development of history and most operating
industries are jamu company, herbal medicine in Indonesia is widely-known as jamu. Based on the Decision of
Head of National Agency of Drugs and Food Controls of the Republic of Indonesia No. HK.00.05.4.2411 dated
17 May 2007 regarding Conventions on Classification and Labeling of Indonesias Natural Medicine, the National
Agency of Drugs and Food Controls (NA-DFC) has divided the Traditional Medicine into three categories as
follows:
1. Herbal Medicines (Jamu)
Represents traditional medicine with the lowest grade since jamu are products of medicinal plants which
efficacies are not yet scientifically proven and have not been tested pre-clinically and clinically.
2. Scientific-based Herbal Medicine
Represents traditional medicine with higher grade compared to jamu, as it has been tested preclinically, i.e., the simplicia test result has scientifically proven that it contains certain active ingredients
that are beneficial for health. Simplicia refers to certain part of medicinal plants which has active
ingredients. For example, the efficacy of Java Turmerics rhizome to cure hepatitis has been
scientifically proven.
124
3. Phytomedicines
Represents medicine preparation with proven safety and efficacy, its raw materials consist of simplicia
or galenical preparations that have met the prevailing standards (Department of Health, 1992, currently
known as Ministry of Health). Phytomedicines is the highest category, or the highest level since in
addition to pre-clinically tested (its simplicia has been scientifically proven as beneficial), it is also
clinically proven. Meaning the medicine has been tested to human and its efficacy is scientifically
proven.
The processing of traditional medicine categorized as phytomedicines requires strict standardization on the
aspects of plants components, chemical-physical isolation and efficacy. The standardization requirements are
not significantly different compared to those required for synthetic medicine which requires safety and efficacy
evidence through various clinical and scientific testings.
The growing trend to go back to nature, both in Indonesia and various countries around the world has
encouraged rapid growth in the herbal medicine industry. Consumers tendency to search for products with
natural ingredients with minimum side-effect compared to pharmaceutical products/chemical based medicines
adds to the factors that contribute the growth of herbal medicine industry. The efficacy of herbal medicine which
has been empirically proven for centuries holds the potential to be develepod into standardized herbal medicine
or phytomedicines. This condition gives rise to the increasing domestic and international demand for jamu
products and simultaneously encourages the growth of herbal medicine industry in Indonesia, in terms of type
and variety of the products as well as production technology used. The rapid growth of herbal medicine industry
has created tight competition among herbal products for certain health problems, such as cold, fatique, wellness
and others.
1. Development of Traditional Medicine Industry in Indonesia
In this study, the term herbal medicine or commonly known as jamu in Indonesia refers to all herbal
ingredients used for traditional medication, including those in the form of dry simplicia, powder or solid and liquid
extracts in accordance with processing technologies used by the industry.
Formally, jamu is included in the scope of traditional medicine. The Regulation of Ministry of Health of the
Republic of Indonesia No. 246/Menkes/Per/V/1990 defines traditional medicine as ingredients or mix of
ingredients consisting of plants, animal, mineral, galenical preparactions (extract result or mix of ingredients from
plants or animals), or mixtures of the above ingredients, that are traditionally used for medication based on
experience.
In the meantime, Indonesias Commodities Classification issued by Statistics Indonesia classifies jamu under
heading no. KKI 5 digit 24234 consisting of 23 KKI, please refer to the following table:
Indonesias Jamu Commmodities Classifcation Table
No.
KKI No.
No.
Product Description
1.
24234.01010
Coarse-chopped jamu
2.
24234.01020
Powder jamu
3.
24234.01030
Pill jamu
4.
24234.01040
Tablet jamu
5.
24234.01050
Tablet jamu
6.
24234.01060
Caplet jamu
7.
24234.01070
Capsul jamu
8.
24234.01080
Boli jamu
9.
24234.01090
Granule jamu
10. 24234.01100
Lunkhead jamu
11. 24234.01110
Extract jamu
12. 24234.01120
Strip jamu
Source: Capricorn Indonesia Consult, September 2013
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
125
KKI No.
Product Description
24234.01130
24234.01140
24234.01150
24234.01160
24234.01170
24234.01180
24234.01190
24234.01200
24234.01210
24234.01220
24234.01990
Teabag jamu
Extract jamu
Liquid jamu
Liquid jamu
Liquid jamu
Salve jamu
Parem jamu
Pill jamu
Compressed Strip Jamu
Patches jamu
Other herbal/traditional medicine
A. Domestic Supplies
1.1.1. Producers and Capacities
Herbal medicine industry is one of important national assets; in addition to the economical benefit,
jamu has also become a trademark of Indonesian culture. Tax and export devisa from various jamu
business, from small-scale industry or home industry to large-scale industry, have contributed to the
national income. In addition, the jamu industry does not burden the government with imports of raw
materials as the ingredients used are produced domestically. Indonesias rich biodiversity is a
competitive advantage for the national jamu industry.
In terms of the history of its development, jamu or traditional medicine business in Indonesia started
from small-scale business (home industry) in order to meet small-scale medicinal demands (needs).
Herbal medicine business in Indonesia started in 1825 by Mrs. Item and Ny. Ambarawa twins in
Central Java. Furthermore herbs thrive in an era of the 1900s with the advent of herbal medicine
companies.
Jamu Jagos step was directly followed by Jamu Jawa Asli Cap Potret Nyonya Meneer Company,
which was established in 1919 in Semarang. Followed by Jamu Sidomuncul which was established in
1935 in Semarang, that is currently positioning itself as a herbal medicine company supported with
the latest technology in its production process. Later on Jamu Air Mancur was established in 1963 in
Wono Giri, and today numerous amount of jamu companies are established in Indonesia, for
example, Jamu Leo, Jamu Simona, Jamu Borobudur, Jamu Dami, Jamu Pusaka Ambon, Jamu
Tenaga Tani Farma that was established in Nangroe Aceh Darussalam and many others.
Considering the development, the current Jamu industry in Indonesia are classified into following
three categories based on the type of products and production scale, i..e, IOT (Industri Obat
Tradisional, Traditional Medicine Industry), UKOT (Usaha Kecil Obat Traditional, Small Industry
Traditional Medicine) and UMOT (Usaha Mikro Obat Traditional, Micro Industry Traditional Medicine).
IOT is the industry that manufactures all types of traditional medicine preparations, UKOT is the
industry that manufactures all types of traditional medicine preparation, except for tablet and
effervescent and UMOT is the industry that only manufactures traditional medicine in the form of
ointments, compressed strips, pills, external liquid medicine and fine-chopped powder.
However, according to the BPOM (Badan Pengawasan Obat dan Makanan, National Agency of Food
and Drugs Control) and GPJI (Gabungan Pengusaha Jamu Indonesia, Indonesian Jamu
Enterpreneurs Association) only IOT and UKOT are registered. According to CICs research from
both sources referred to above, Indonesias Jamu industry in general, viewed from the number of
players, particularly UKOT, continuously experienced its ups and downs. The fluctuation of demands
and the small scale of UKOT have lead to bankruptcy of several UKOT during the decline of market
condition; or closed due to sanction for violation for using chemicals. As a result, the number of UKOT
which reached 1,143 companies in 2008 dropped to 1,100 companies in 2009 and continued to drop
to 1,036 companies in 2010. In 2011, the number of UKOT companies started to increase to 1,038
companies and continued to increase to 1,208 companies in 2012.
Meanwhile, the number of IOT during the past few years showed an increasing trend. The growth in
Indonesias population followed by the increase in income per capita and the growing awareness on
health have contributed to the growth of IOT. The rising prices of pharmaceutical meidicine and the
societys tendency to go back to natural medications have also encouraged the growth of IOT.
In addtion, several large traditional medicine companies (IOT) have also managed to capture export
market in several countries, which also contributed to the growth of IOT.
126
The number of IOT companies in 2008 which reached 127 companies has increased to
132 companies in 2012. The growing number of IOT companies in Indonesia is also followed by the
development in production capacities and capability, in line with the advancement of production
technology used. As a result of the technological progress implemented by IOT companies, the type
of products produced by IOT companies have also developed, from jamu, scientific based herbal
medicine to phytomedicines. In additon to the technological aspects, several IOT companies have
also managed to implement CPOT/CPOB production process, i.e., production process equivalents to
the pharmaceutical industry. The rapid improvement in IOT companies production processes have
enabled Indonesian jamu products to enter export markets in various countries. The complete
development of the number of jamu companies in Indonesia is presented in the following table:
Table of Development of Total Traditional Medicine (Jamu) Industry and Small Industry in
Indonesia (2008-2012)
Year
IOT
2008
127
2009
129
2010
130
2011
131
2012
132
Annual average
trend
Trend (%)
1.6%
0.8%
0.8%
0.8%
UKOT
1,143
1,100
1,036
1,038
1,226
Trend (%)
-3.8%
-5.8%
0.2%
18.1%
1.0%
IOT+UKOT
1,270
1,229
1,166
1,169
1,358
Trend (%)
-3.2%
-5.1%
0.3%
16.2%
2.0%
2.2%
Note: IOT (Industri Obat Tradisional, Traditional Medicine Industry, UKOT (Usaha Kecil Obat Tradisional, Small Industry
Traditional Medicine)
Source: Capricorn Indonesia Consult, September 2013
The growing jamu industry in Indonesia and the numerous jamu companies (IOT and UKOT) are
spread across the 25 provinces in Indonesia. From those provinces, in 2012 the provinces in Java
were recorded as the largest industry center. From the total 1,358 jamu companies, 1,070 of which, or
approximately 78% are located in Java, i.e., Banten (55 companies), West Java (183 companies),
DKI Jakarta (222), Central Java (275), DI Yogyakarta (38) and Eastern Java (297).
Aside from the Java island, provinces with a considerable amount of jamu companies are Northern
Sumatera with 75 companies, Southern Sulawesi (39) and Southern Kalimantan (33). The complete
data is presented in the following table:
Table of Distribution of Traditional Medicine and BPOM Registered Product Companies (2012)
No
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
Province
Aceh Darussalam
North Sumatera
West Sumatera
Jambi
Riau
Bangka Belitung
South Sumatera
Lampung
Banten
West Java
DKI Jakarta
Central Java
DI Yogyakarta
No
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
Company
24
75
8
15
9
1
9
4
55
183
222
275
38
Province
East Java
Bali
West Kalimantan
South Kalimantan
Central Kalimantan
East Kalimantan
West Nusa Tenggara
East Nusa Tenggara
South Sulawesi
South-east Sulawesi
North Sulawesi
Maluku
Total
127
Company
297
10
16
33
1
11
1
4
39
3
8
17
1,358
The development of jamu industry/business in Indonesia was also followed by the growing number of
brands registered in BPOM (Badan Pengawasan Obat dan Makanan, National Agency of Food and
Drugs Control). The variety of medicinal plants in Indonesia coupled with the researches conducted
by jamu enterpreneurs have encouraged the growing number of Indonesias jamu brands registered
in BPOM for the period from 2008 to May 2013, which has reached 6,176 brands.
Viewed from the distribution of the companies, a large portion of the jamu brand registered in BPOM
was issued by jamu companies in Java Island, which accounted for 5,876 brands or 95% of the total
registered jamu brand.
Table of Distribution of Traditional Medicine and BPOM Registered Product Companies
(2008-2013)
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
Province
Aceh Darussalam
Sumatera Utara
Sumatera Barat
Jambi
Riau
Bangka Belitung
Sumatera Selatan
Lampung
Banten
Jawa Barat
DKI Jakarta
Jawa Tengah
Company
2
41
3
2
2
1
4
1
43
124
114
112
Brand
5
125
5
8
5
1
19
1
404
1,044
785
2,443
1Note:
January-May 2013
Source: Capricorn Indonesia Consult, September 2013
No.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
Province
DI Yogyakarta
Jawa Timur
Bali
Kalimantan Barat
Kalimantan Selatan
Kalimantan Tengah
Kalimantan Timur
Nusa Tenggara Barat
Nusa Tenggara Timur
Sulawesi Selatan
Sulawesi Utara
Maluku
Total
Company
35
131
4
2
10
1
1
1
1
16
1
4
656
Brand
208
992
27
12
46
1
8
1
1
29
2
4
6,176
128
Production (kg)
6,569,742
8,819,878
12,005,618
15,864,224
21,181,912
Growth (%)
34.3%
36.1%
32.1%
33.5%
34.0%
Based on sources of GPJI (Gabungan Pengusaha Jamu Indonesia, Indonesian Jamu Entrepreneurs
Association), the development of jamu production during the past was followed by the development of its market
size. Jamu market size for the period 2008-2009 increased by an average of 16.2% per annum and had a
compounded annual growth rate of 15.9%. Therefore, jamu market size which amounted to Rp7.2 trillion in 2008
was estimated to have increased to Rp 13 trillion in 2012.
Table of Development of Indonesias Jamu (Herbal Medicine) Market Size (2008-2012)
Year
Market Size (trillion of Rp)
2008
7.2
2009
8.5
2010
9.2
2011
10.2
2012
13.0
Compounded Annual Growth Rate (CAGR)
Growth (%)
18.1%
8.2%
10.9%
27.5%
16.2%
129
Tablet/caplet jamu for the period 2008 contributed an average of 2.2% to the total production. Although its
contribution was relatively small towards the national jamu production, tablet/caplet jamu appeared to have a
rapid growth tendency. During the period 2008-2009 production of tablet/caplet jamu increased by an average of
46.8% per annum, therefore, caplet jamu production which, in 2008 amounted to 140.6 tons or equalled to
54.1 million sachets of 4 caplets @ 650 mg have increased to 598.9 tons or equalled to 230.4 million sachets in
in 2012. Similar to liquid jamu, the growing trend of tablet/caplet jamu was also a result of the increase in
demand for practical jamu and supported by the technological development in jamu production which is steadily
growing similar to that of medicine (phytomedicines).
Table of Development of Indonesias Jamu Production by Type
Production (kg)
Year
Liquid
Powder
Tablet / Caplet
Total
2008
4,408,297
2,020,780
140,665
6,569,742
2009
5,918,138
2,736,540
165,200
8,819,878
2010
8,055,770
3,698,225
251,624
12,005,618
2011
10,644,894
4,913,064
306,265
15,864,224
2012
14,213,063
6,369,862
598,987
21,181,912
Compounded Annual Growth Rate (CAGR)
Growth (%)
34.3%
36.1%
32.1%
33.5%
34.0%
D. Import
Product classification in international trade is based on the harmonized system (HS), however, up to now jamu
traditional medicine products has no individual HS number. The import and export of jamu are spread among
several HS, among others HS.2106.90.91.00 (Fortificant premixes), HS.2106.90.92.00 (Ginseng-based
preparations), HS.2106.90.94.00 (Other food preparations for infant use), HS.2106.89.99.00 (Other medical
foods), and HS.3003.90.00.00 (Others).
The HS numbers referred to above do not specifically specify the type of products included in their category
considering these HS numbers are a pool of pharmaceutical products that do not qualify for the higher level of
HS. Therefore, there is a possibility that products other than jamu are included in those HS numbers. In light of
the foregoing, not all of the import figures in the HS numbers referred to above will be used. The import value of
jamu is determined by selecting countries that have been exporting jamu to Indonesia.
By considering the various types of herbal medicine in the market and further examination of import documents
from each HS, there will be substraction and addition of data as a result of transfer of figures from one type to
another. Therefore, the import value of jamu in this study has been revised from the data published by BPS (Biro
Pusat Statistik, Statistics Indonesia). The same applies for the determination of herbal medicine export value.
Import Development
Although historically jamu is an original product of Indonesia and has been produced for hundreds of years, in its
development jamu has gain trust from foreigners as indicated by the existence of imports from several countries.
This condition is inseparable from the globalization of world trade and the high demand for traditional medicine.
The growth in Indonesias traditional medicine import during the past few years showed an increasing trend, from
405.6 tons with a total value of US$ 2.6 million in 2008 to an estimate of 710.3 tons with a total value of US$ 3.9
million, indicating an average compounded annual growth rate (CAGR) of 11.1% for the period of 2008-2012.
130
Growth (%)
11.5%
13.2%
20.0%
15.6%
Value (US$)
2,573,895
2.746.817
2.996.171
3.487.835
3.924.861
Growth (%)
6.7%
9.1%
16.4%
12.5%
15.1%
11.1%
Volume (kg)
371,650
66,037
59,894
44,229
6,068
805
7,351
58,263
614,297
Value (US$)
1,762,054
701,055
184,855
326,113
37,676
41,854
19,532
414,697
3,487,835
E. Export
Export Development
In addition to importing, Indonesia has also exported Herbal Medicine in the past few years. The development of
jamu industri especially in terms of improving technology and quality have enabled Indonesias jamu products to
enter export markets in several countries. The development of jamu export during the period of 2008-2012
generally increased, both in terms of volume and value, by 10.2% per annum and at a CAGR of 10.2% volume
wise and by 9% per annum and at a CAGR of 9.1% per annum value wise. Therefore, the export of jamu which
amounted to 726.4 tons with total value of US$ 2.7 million in 2008 has increased to 1,072.6 tons with total value
of US$ 3.8 million in 2012.
131
Growth (%)
Value (US$)
2.662.376
2.885.368
3.154.453
3.456.014
3.767.919
7.9%
9.8%
13.0%
10.2%
Growth (%)
8.4%
9.3%
9.6%
9.0%
10.2%
9.1%
Volume (kg)
Brunei Darussalam
283,879
29.1%
Value (US$)
1,111,121
32.2%
49,582
5.1%
646,025
18.7%
Hong Kong
204,559
21.0%
514,022
14.9%
Malaysia
210,570
21.6%
459,329
13.3%
Korea, Republic of
182,366
18.7%
418,173
12.1%
27,235
2.8%
200,771
5.8%
1,597
0.2%
14,589
0.4%
0.1%
1.3%
100.0%
4,442
87,542
3,456,014
0.1%
2.5%
100.0%
East Timor
Vietnam
China
1,180
12,981
Others
Total
973,949
Source: Capricorn Indonesia Consult, September 2013
132
Production (kg)
Import (kg)
Export (kg)
Consumption (kg)
Trend (%)
2008
6.569.742
405.596
728.439
6.246.899
2009
8.819.878
452.169
785.636
8.486.411
35.8%
2010
12.005.618
511.851
862.236
11.655.233
37.3%
2011
15.864.224
614.297
973.949
15.504.572
33.0%
2012
21.181.912
710.312
1.073.584
20.818.639
34.3%
35.1%
Supply and Consumption by Type
Based on examination of export and import documents and interview with several players in the industry, the
total liquid jamu consumption in 2008 was 4,153 tons or equalled to 66.5% of total jamu consumption. While the
total powder jamu consumption was 1,966.2 tons (31.5%) and tablet/caplet jamu was 124.9 tons (2%). The jamu
consumption continued to show an increasing trend that in 2012 the consumption of liquid jamu achieved
13,888.6 tons (66.7%), powder jamu 6,298 tons (30.3%) dan tablet/caplet jamu was 632 tons (3.0%)
The consumption data indicated that the consumption of liquid and tablet jamu showed an increasing growth rate
whereas the growth rate of powder jamu showed a decreasing trend. This is due to the development in jamu
production technology in Indonesia that continued to improve towards practical medicine, which can be
consumed in a way that is in line with the consumers demand. Lately, jamu consumers tend to prefer practial
consumption method which does not require brewing, and prefer direct consumption in the form of liquid or
tablet/caplet.
Table of Growth of Jamu Supply/Consumption Based on Type, 2008-2012
Year
Liquid (kg)
2008
4,153,752
2009
5,650,233
2010
7,768,761
2011
10,336,958
2012
13,888,553
Average annual trend
Powder (kg)
1,968,216
2,680,585
3,637,594
4,846,384
6,298,019
Tablet (kg)
124,931
155,593
248,879
321,229
632,067
Total (kg)
6,246,899
8,486,411
11,655,233
15,504,572
20,818,639
Trend (%)
35.8%
37.3%
33.0%
34.3%
35.1%
Below are the description of market positioning of several jamu (Herbal Medicine) products in Indonesia:
G. Herbal Cold Remedies
Herbal cold remedies industry and market demand for the past few years continued to increase. The growing
number or companies producing similar Herbal Medicine have tighten the market competition of herbal cold
remedies.
From 2008 to 2012, herbal cold remedies production indicated an average increase of 34% per annum and a
CAGR of 34%. Herbal cold remedies production which amounted to 3,941.8 tons in 2008 increased to 12,709.1
tons in 2012.
133
The following table presents the market share of cold remedies in Indonesia:
Market Share of Herbal Cold Remedies in Indonesia (2012)
No.
1.
2.
3.
4.
5.
Company Name
PT Industri Jamu dan Farmasi Sido Muncul Tbk
Product Brand
Tolak Angin
PT 1
Brand 1
5,00%
PT 2
Brand 2
2,00%
PT 3
Brand 3
1,02%
Others (below 1%)
16,88%
Total
100,0%
Source: Capricorn Indonesia Consult, September 2013 (the market survey focused on market share in traditional and modern
markets in Greater Jakarta area)
No.
1.
Company Name
Product Name
2.
3.
4.
5.
6.
PT 1
Energy Drink 1
12,01%
PT 2
Energy Drink 2
8,01%
PT 3
Energy Drink 3
4,01%
PT 4
Energy Drink 4
2,32%
13,63%
Others (below 1%)
Total
100,00%
Source: Capricorn Indonesia Consult, September 2013 (the market survey focused on market share in traditional and modern markets in
Greater Jakarta area)
I.
The development of ready-to-serve coffee industry grew stronger ever since the start of domestic production of
instant coffee. Instant coffee emerged in domestic market along with the establishment of PT Sari Incofood
Corporation (1984) and followed by PT Nestle Indonesia (1993). The development of instant coffee industry was
also followed by the ground coffee industry, albeit in the form of instant coffee mix.
134
The increase in domestic coffee consumption has directly boosted its production to continue increasing. The
production of instant coffee mix from 2008 to 2012 increased by an average of 6.9% per annum and a CAGR of
6.9%. With such growth rate, the production of instant coffee, which amounted to 38.3 thousand tons in 2008
increased to 50 thousand tons in 2012.
The following table presents the market share of health drink in the form of coffee and milk in Indonesia:
Market Share of Coffee and Milk in Indonesia (2012)
No.
1.
2.
3.
4.
5.
Company Name
Product Name
PT 1
PT 2
PT 3
PT 4
PT 5
Cofee 1
Cofee 2
Cofee 3
Cofee 4
Cofee 5
J. Herbal Candy
Health candy refers to a type of flavoured candy with health benefits that is generally mixed with herbal traditional
medicine ingredients. Therefore, health candy is often referred to as herbal candy.
The tight competition in domestic candy market has not deterred PT Industri Jamu dan Farmasi Sido Muncul Tbk
from participating. Armed with its experience in traditional medicine, PT Industri Jamu dan Farmasi Sido Muncul
Tbk started to produce candy in the beginning of 2004, simultaneously with the operation of Food, Beverages
and Candy division.
The increase in demand automatically encouraged the increase in production from 12,415.5 tons in 2008 to
17,476.3 tons in 2012, which means from 2008 to 2012 herbal candy production increased in an average of 8.9%
per annum and at a CAGR of 8.9%.
The following table presents the market share of Herbal Candy in Indonesia:
Market Share of Herbal Candy in Indonesia (2012)
Market
Share (%)
1.
PT 1
Herbal Candy 1
32,5%
2.
PT 2
Herbal Candy 2
24,1%
3.
PT 3
Herbal Candy 3
13,5%
4.
PT 4
Herbal Candy 4
8,1%
5.
PT Industri Jamu dan Farmasi Sido Muncul Tbk
Permen Tolak Angin
7,9%
6.
PT 5
Herbal Candy l 5
7,2%
8.
Others (below 1%)
6,9%
Total
100,0%
Source: Capricorn Indonesia Consult, September 2013 (the market survey focused on market share in traditional and modern
markets in Greater Jakarta area)
No.
Company Name
Product Name
135
No.
1.
Company Name
Product Name
PT 1
2.
3.
4.
5.
6.
7.
3.
GOVERNMENT POLICY
The governments role to support the development of jamu industry is highly expected by the jamu
entrepreneurs. Up to now the jamu industry has been lacking government support, therefore, a lot of jamu
companies, in particular small ones (UKOT), struggle to compete with industry-scale jamu compenies (IOT) and
imported products. In response to the rush of imported jamu products, the government needs to tighten its
monitoring over quality control and licensing of such products in order to protect the domestic industry. Up to
now, ilegal imported jamu that do not meet safety requirements due to its harmful contents are widely available.
3.1. Investment Policy
On 25 May 2010, the Government of Indonesia issued a regulation regarding investment that are set forth in
Presidential Decree No. 38 year 2010, to amend the Presidential Decree No. 76 year 2007, that was widely
known for its DNI (Daftar Negatif Investasi, Negative Investment List). DNI consisted of regulation which
determined sectors that are closed for foreign or domestic private investments, either in whole or in parts. Jamu
industry is included in healthcare investment, namely Traditional Medicine Processing Business (KLBI-21022)
and Traditional Medicine Industry (KLBI-21022), which are still open for investment provided that the investment
is 100% domestic. Therefore, business in jamu industry is open solely for domestic entrepreneurs/capital and is
closed for foreign entrepreneurs/capital.
3.2. Industry Regulation
As one of the vital industries, particulary those related to human consumption and the healing of diseases or
wellness, the jamu (traditional medicine) industry is heavily regulated by the governtment in order to avoid
casualties due to lack of monitoring over the industry. Regulation on jamu industry applies for aspects beginning
with the industry business license requirements, CPOTB (Cara Pembuatan Obat Tradisional yang Baik, Good
Manufacturing Practices for Traditional Medicine), product standards up to the distribution and consumers
protection. The summary of regulations surrounding jamu industri in general is presented in the following table.
136
Regulation No.
Content/Concerning
4.
Consumer Protection
Small Medium Enterprises
Business License of Traditional Medicine Industry and
Registration of Traditional Medicine
Guidance on Clinical Testing of Traditional Medicine
5.
6.
7.
8.
9.
10.
137
c.
d.
e.
f.
g.
h.
i.
j.
Description of Goods
Tax (%)
Customs Duty
(%)
Export Duty
(%)
VAT
LGST
5
5
5
5
5
10
10
10
10
10
138
countries, which will result in the increase of production cost. These are several of the challenges faced in the
production of traditional medicines.
Traditional medicine industry is highly lacking in observing and utilizing results of scientific researches to support
product and market development. The market development of traditional medicine industry stresses more heavily
on promotional activities compared to scientific evidence to support the validity of efficacy, safety and quality of
traditional medicines. The development is also still hindered by a fundamental issue, i.e., lack of product
standardization, either in terms of ingredients used, preparation technique or product efficacy and safety. In
addition, standardization of herbal medicine is challenging since some of herbal medicine producers consider it
as an art that stresses on intuition instead of accurate measurement of ingredients used. In addition, there are
many violations such as falsification of registration number, incomplete factory identity and incautious mixing of
chemicals in the traditional medicines production process. Regulation of Minister of Health stated that traditional
medicine are prohibited from chemical contents other than those required; uncontrolled use of chemicals will
jeopardize consumers health. While preservatives are still allowed to a certain limit.
On the other hand, the global market highly demands scientific research on the efficacy of traditional medicine
such as jamu. If the stakeholders are aware of the huge potential the global market holds, additional production
of traditional medicine under the category scientific-based herbal medicines or even phytomedicines may be
accomplished. IDI (Ikatan Dokter Indonesia, Indonesian Medical Association) proposed to the government to
create laws on traditional medicine industry that are separated from the pharmaceutical industry, considering the
treatment of traditional medicine industry differs from that of pharmaceutical industry. Currently, the government
has made efforts to protect the traditional medicine industry through the issuance of PermenKes No. 006/2012.
Other challenges include the weakness of cross-sectoral coordination, non-optimal utilization of science and
technology in developing herbal medicine industry as local traditional medicine variant, lack of competent human
resources in traditional medicine and market limitiation that is experienced by nearly all of herbal medicine
industry in Indonesia, therefore jamu fails to compete compared to foreign herbal medicine due to lack of
promotion and information in the global level. For example, ginseng from South Korea is more well-known
worldwide compared to temulawak (java turmeric) although studies proven that Indonesias temulawak are of
better quality and more beneficial.
139
XI.
EQUITY
The table below presents the Companys equity prepared based on the Companys financial statements for the
seven months period ended 31 July 2013 and for the years ended on 31 December 2012, 2011 and 2010.
The Companys financial statements for the seven-months period ended 31 July 2013 and for the years ended
31 December 2012, 2011 and 2010, are entirely presented in this Prospectus, were audited by Public Accountant
Firm Tanubrata, Sutanto, Fahmi & Rekan (a member firm of BDO International Limited), which in its report dated
4 November 2013 expressed an unqualified opinion with explanatory paragraph, Public Accountant Firm
Tanubrata, Sutanto, Fahmi & Rekan (a member firm of BDO International Limited) has previously published the
Independent Auditors Report No. 771/4-S114/ISW-3/07.13 dated 26 September 2013 of the consolidated
financial statements of the Company and its Subsidiaries for the seven months period ended July 31, 2012 and
the years ended December 31, 2012, 2011 and 2010. According to the Company's investment disbursement
plan and its Subsidiaries as disclosed in Notes 10, 46 and 47 to the consolidated financial statements, the
Company republished the consolidated financial statements stated above with accompanying changes and
additional disclosures in the notes to the consolidated financial statements. Public Accountant Firm Tanubrata,
Sutanto, Fahmi & Rekan (a member firm of BDO International Limited) has also published Independent Auditor's
Report No. 792/4-S114/ISW-3/07.13/R dated October 23, 2013 consolidated financial statements of the
Company and its Subsidiaries for the seven months period ended July 31, 2012 and for the years ended
December 31, 2012, 2011 and 2010. In accordance with the planned initial public offering of the Company as
disclosed in Note 47 to the consolidated financial statements, the Company republished the consolidated
financial statements stated above with accompanying changes and additional disclosures in the notes to the
consolidated financial statements.
The reports are published in order to be included in the prospectus in accordance with the initial public offering of
the Company on Indonesia Stock Exchange, as described in Note 46 to the consolidated financial statements
attached, and are not intended and are not allowed to be used for other purposes.
Description
Equity
Authorized capital
Issued and Paid-up Capital
Paid-in Capital
Other Equity Components
Unrealized gain on financial assets available for sale
Retained Earnings
Equity attributable to the parent entity
Non-Controlling Interest
Total Equity
31 July
2013
2012
1,350,000
(1,793)
5,784
228,357
1,582,348
2
1,582,350
1,130,000
(1,793)
176,442
1,304,649
2
1,304,651
36,000
50,325
260,082
346,407
2
346,409
36,000
-
59,325
-
440,017
535,342
2
535,344
Based on Deed No. 33 dated 18 September 2013, the Companys capital structure is as follows:
Authorized Capital
140
Additional
Paid-in Capital
-
150,000
1,500,000
141
Retained
Earnings
69,116
XII.
DIVIDEND POLICY
New Shareholders with regard to this Initial Public Offering have equal and similar rights in all respects with the
holders of the Companys existing issued and fully paid-up shares, including the rights to receive dividend
distributions in accordance with the provisions of the Companys Articles of Association and the prevailing laws
and regulations. Distribution of dividends must be approved by the shareholders through a resolution of the
Annual General Meeting on the recommendation of the Companys Management.
Dividends received by foreign shareholders are subject to tax in accordance with the prevailing regulations in
Indonesia. Definition of foreign shareholders and further information on taxation in Indonesia are presented in
Chapter XIII regarding Taxation in this Prospectus.
With due consideration to the Companys financial condition from time to time and without prejudice to the rights
of the Companys General Meeting of Shareholders to decide otherwise in accordance with the Companys
Articles of Association and with due consideration to the prevailing laws and regulations, the Company plans to
distribute cash dividend to all shareholders at least once a year at a minimum amount of 20% (twenty percent) of
the Companys profit for the year, commencing on the 2013 fiscal year. The determination of time, amount and
nature of the dividend distribution will depend on the recommendations from the Companys Directors, however,
there is no guarantee that the Company will be able to distribute dividends whether in the current or future years.
The Companys Directors decision to recommend dividend distribution will be dependent on:
a.
b.
c.
d.
e.
f.
There is no negative covenant prohibiting the Company to perform dividend distribution to the shareholders.
Dividend policy of the Company to the Shareholders will be decided in the AGM which is held every year.
If the dividend distribution has been decided, the said dividends will be paid in Rupiah to the Shareholders on the
listing date at the full amount of approved dividend and will be subject to withholding tax prevailing in Indonesia.
Dividends received by foreign Shareholders will be subject to withholding tax regulations prevailing in Indonesia,
which currently is at 20%.
142
XIII.
TAXATION
Income tax on share dividends imposed in accordance with the applicable legislation. Pursuant to Article 4
paragraph 3 (f) of the Law of the Republic of Indonesia No. 7 Year 1983 regarding Income Tax as amended by
Law. 36 of 2008 (effective 1 January 2009), recipient of the dividend or distribution of profits earned by the
taxpayer as a limited liability company in the country, cooperatives, state-owned enterprises or owned
companies, from equity investments in entities incorporated and domiciled in Indonesia are also not included as
taxable income throughout the entire income requirements below are fulfilled:
Dividends from retained earnings reserves, and
For limited liability companies, state-owned enterprises and provincial enterprises who receive dividends,
shares in the company paying the dividend at least 25% of the total issued capital.
Based on the Regulation of the Minister of Finance of the Republic of Indonesia No. 234/PMK.03/2009 dated
29 December 2009 on Certain Investment Funds To Provide Income Excluded As taxable income, income
derived by a pension fund whose establishment was approved by Minister of Finance of capital investment,
among others, in the form of a stock dividend on limited liability company listed on the stock exchanges in
Indonesia is not included as an object of Income Tax.
In accordance with Government Regulation no. 14 of 1997 regarding Amendment to Government Regulation
no. 41 Year 1994 on Income Tax on Income from Sale of Shares on the Stock Exchange and the Directorate
General of Tax Circular Letter No. SE-06/PJ.4/1997 dated 20 June 1997 regarding Implementation
of Withholding Income Tax on Income from Sale of Shares on the Stock Exchange, are set as follows:
1. On income derived by individuals and entities from the sale of shares on the Stock Exchange levied income
tax of 0.1% of the gross value of the transaction and shall be final. Payment of income tax payable be
deducted by the organizers of the Stock Exchange through a securities broker at the time of settlement of
the sale of shares;
2. The founding shareholders subject to additional final Income Tax of 0.5% of the value of its shares at the
public offering;
3. Payment of additional income tax made by the Company on behalf of each of the founding shareholders
within a period not later than 1 month after shares are traded on the Stock Exchange. However, when the
founding shareholders do not choose to fulfill tax obligations by paying an additional 0.5% final income tax,
the calculation of income tax on profits made by the sale of shares founder income tax rate generally
applicable in accordance with Article 17 of Law no. 7 of 1983 as amended by Law no. 36 Year 2008 on
Income Tax.
In accordance with Government Regulation no. 19 Year 2009 regarding Income Tax on Dividends Received Or
Retrieved individual taxpayer of the Interior, in the form of dividend income received or accrued by the taxpayer
Domestic Personal income tax is 10% of the gross amount and shall be final.
Dividends paid to the taxpayer of the Interior (including permanent establishments) that do not comply with the
provisions of Article 4 paragraph 3 (f) of the Law of the Republic of Indonesia No. 7 Year 1983 regarding Income
Tax as amended by Law No. 36 of 2008 on the above, the payment of dividends is subject
to withholding income tax article 23 amounting to 15 % of the gross amount as stipulated in Article 23 paragraph
(1) of Law No. 7 Year 1983 regarding Income Tax as amended by Law No. 36 of 2008. Furthermore, in
accordance with Article 23 paragraph (1a) then if the taxpayer has an income that does not have a dividend
Taxpayer Identification Number, the tariff cuts is 100% higher than the rate that was originally intended or as
much as 30% of the gross receipts.
143
The rate imposed on income in the form of dividends received or accrued by individual taxpayers in the country
under the provisions of Article 17 paragraph (2c) Law No. 36 Year 2008 on Income Tax, the rate charged to
income in the form of dividends distributed to individual taxpayers in the country is a maximum of 10% (ten
percent) and are final. The determination of the amount of the rates based on the provisions of Article
17 paragraph (2d) regulated by Government Regulation No.19 of 2009 regarding Income Tax on Dividends
Received or Provided individual taxpayer Interior.
Dividends paid to foreign taxpayer will be charged 20% of the cash paid (in the case of cash dividends) or 20%
of par value (in the case of stock dividends) or a lower rate in the case of dividend payments made to those who
are residents of a State which has signed a Double Taxation Avoidance Agreement (P3B) with Indonesia,
in compliance with the provisions stipulated in the Regulation of the Director General of Taxation
No. PER-61/PJ/2009 on Procedures for Implementation of Double Taxation Avoidance Agreement, as amended
by PER-24/PJ/2010 .
In order for Foreign Taxpayers (WPLN) can apply appropriate rates P3B, according to the Director General of
Taxation Regulation No. PER-61/PJ/2009 on Procedures for Implementation of Double Taxation Avoidance
Agreement, as amended by PER-24/PJ/2010, Foreign Taxpayers are required to attach a certificate of domicile
(SKD) / Certificate of Domicile of Non Resident for Indonesia tax withholding, as follow:
1. Form-DGT 1 or;
2. Form-DGT 2 for banks and WPLN who derives income through a custodian in respect of income from the
transfer of shares or bonds traded or reported in the capital market in Indonesia other than interest and
dividends, and pension funds WPLN shaped the establishment in accordance with the laws and invitation in
the partner country and is subject to tax in the partner country.
3. SKD common form issued by the partner country in terms of the Competent Authority in the partner country
does not deign to sign Form DGT-1 / DGT-2, provided that:
Form SKD is published using English;
Published on or after January 1, 2010;
The form of the original document or a copy of the document that has been certified by the Tax Office
where one cutter / Tax Withholding registered as taxpayers;
at least include information on WPLN name, and
include a signature authorized officer, authorized representative or authorized tax office officials in
partner countries P3B or equivalent mark with signature according to the prevalence in the partner
country P3B and names mentioned officials.
In addition to the requirements of Form-DGT-DGT1 or Form 2 or Form SKD Partner State in accordance with the
then Director General of Taxation Regulation No. PER-62/PJ/2009 on the Prevention of Abuse Double Taxation
Avoidance Agreement, as amended by PER-25/PJ/2010 dated 30 April 2010 the WPLN shall meet the Beneficial
Owner or the actual owner of the economic benefits of income.
Based on the Regulation of the Director General of Taxation Number: PER-43/PJ/2011 About Determination
Subjects and Subjects Domestic Tax Foreign Tax, foreign tax subject is an individual who does not reside in
Indonesia, an individual who was in Indonesia for not more than 183 (one hundred and eighty-three) days within
a period of 12 (twelve) months, and entities that are not established or domiciled in Indonesia:
a. Conducting business or conduct activities through a permanent establishment in Indonesia, or
b. That can receive or earn income from Indonesia not from carrying on business or conduct activities through
a permanent establishment in Indonesia.
144
Green Card,
identity card,
student card,
endorsement overseas address on the passport by the Indonesian Representative Office abroad,
certificate from the Indonesian Embassy or Representative Office of the Republic of Indonesia abroad,
or
formally written in the passport by the Immigration local country.
Subject to foreign tax can practice or business through a permanent establishment in Indonesia in terms of
management has a residence located in Indonesia. Place of management as referred to above is a place of
management who run the activities / operations of daily or regular basis that do not exercise control over the
entire company and not making strategic decisions in nature. In terms of place of management referred above
which exercise control over the entire company or a place to make strategic decisions, subject to foreign taxes
shall be treated as subject to tax in the country.
Tax Liabilities Of The Company
As a taxpayer, the Company had a tax liability for Income Tax (VAT), Value Added Tax (VAT) and the Land and
Building Tax (PBB). The Company has complied with all tax obligations in accordance with the applicable tax
laws and regulations.
145
Tax obligations of the Company for fiscal year 2012 on income tax 21 22 Income Tax, Income Tax 23, PPh 25,
PPh 29, PPh article 4 paragraph (2), and VAT has been met by the Company. The entire tax liability of the
Company for fiscal year 2012, has been paid at the time of submission of tax returns in April 2013 thus the
Company has no further tax liability (nil).
Company transactions with related parties have mandatory notice provisions of article 18 paragraph 4 of Law
No. 7 of 1983 as amended by Law no. 36 Year 2008 on Income Tax and the Director General of Taxation
Regulation No. 43 of 2010, as amended by the Director General of Taxation Regulation No.. 32 of 2011 on the
Application of Principles of Fairness and Business Transactions Between Prevalence Taxpayer Carries With
Related Parties.
PROSPECTIVE BUYERS IN THIS INITIAL PUBLIC OFFERING IS EXPECTED TO CONSULT WITH THEIR
TAX ADVISORS REGARDING THE TAX DUE ARISING FROM THE PURCHASE, OWNERSHIP, OR SALE
OF PURCHASED SHARES THROUGH THIS OFFERING.
146
XIV.
1.
UNDERWRITING
Information on the Joint Lead Underwriters
Based on the terms and conditions stipulated in the Deed of Underwriting Agreement No. 21 dated 9 October
2013, drawn up before Fathiah Helmi, SH., Notary in Jakarta, the Underwriters whose names are identified below
agree to offer in full commitment 1,500,000,000 (one billion five hundred million) Ordinary Registered Shares of
the Company to the Public in this Initial Public Offering based upon their respective underwriting portion and bind
themselves to purchase at Offer Price the Offered Shares that remain unsold at the close of the Offering Period.
The aforementioned Agreement is the complete agreement which replaces any arrangement(s) or agreement(s)
which may have previously existed with regard to the matters stipulated in the Agreement and there is no
subsequent agreement made by the parties, which contents are contradictory with this Agreement.
Furthermore, the Joint Lead Underwriters participating in the underwriting of the Companys shares have agreed
to discharge their respective duties in accordance with Rule No. IX.A.7 Annex to the Decree of the Chairman of
Bapepam and LK No. KEP-45/PM/2000 dated 27 October 2000 regarding Responsibilities of Underwriters with
Respect to the Subscriptions and Allotment of Securities in a Public Offering.
The composition, underwriting portion and percentage of the members of the syndicated Underwriters are as
follows:
No.
1.
2.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Underwriters
Joint Lead Underwriters
PT Kresna Graha Sekurindo Tbk
PT Mandiri Sekuritas
Underwriters
PT
PT
PT
PT
PT
PT
PT
PT
PT
PT
Total
Number of
Shares
Underwriting Portion
Value (Rp)
Percentage (%)
100.00
Capital Market Law and its implementing regulations define Affiliation as Party (individuals, company, joint
venture, association or organized group) with:
a. Family relationships by either marriage or descents up to the second degree, horizontally and vertically;
b. Relationship between the parties and employees, Directors or Commissioners of such parties;
c. Relationship between two companies having one or more common directors or commissioners;
d. Relatioship between the company and the party which, directly or indirectly, controls or is controlled by
the company;
e. Relationship between two companies under common control, either directly or indirectly; or
f. Relationship between the company and its principal shareholders.
The Joint Lead Underwriters and the Underwriters expressly represent that they are not, whether directly or
indirectly, affiliated or associated with the Company.
147
2.
The Offer Price for the share is determined based on agreement and negotiation between the Companys
shareholders and the Joint Lead Underwriters, with due consideration to the result of the initial offering
(bookbuilding) conducted in 18-29 November 2013.
Based on the result of the initial offering (bookbilding), the highest bid price received by the Joint Lead
Underwriters was between Rp () to Rp () per share. Considering the result of the initial offering and based
on the agreement between the Joint Lead Underwriters and the Company, the Offer Price was set at Rp ()
per share. The price determination also takes into account the following factors:
There is no guarantee or assurance that subsequent to this Initial Offering, the Companys share price will
remain higher than the Offer Price or whether the trade of the Companys shares at the Stock Exchange where
such shares are listed will continue to develop actively.
148
XV.
The Capital Market Supporting Institutions and Professions participating in this Initial Public Offering are as
follows:
Public Accountant
Principal duties
Tahun
Penugasan
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2011
2011
2011
2011
2011
2011
2011
2011
2011
Client
PT Adidas Indonesia
PT AGC Indonesia
PT Agriculture Construction
PT Agricon Putra Cipta Optima
PT Bali Telekom
PT Ferrostaal Indonesia
PT Forisa Nusapersada
PT Globe MZM
PT Hilti Nusantara
PT Industri Farmasi dan Jamu Sido Muncul
PT Petrolog Indah
PT Provident Capital Indonesia
PT Saratoga Infrastruktur
PT Seelindo Sejahteratama
PT Solusindo Kreasi Pratama
PT Solusi Menara Indonesia
PT Tower Bersama Infrastruktur Tbk
PT Tower One
PT Adidas Indonesia
PT AGC Indonesia
PT Agriculture Construction
PT Agricon Putra Cipta Optima
PT Bali Telekom
PT Forisa Nusapersada
PT Globe MZM
PT Hilti Nusantara
PT Industri Farmasi dan Jamu Sido Muncul
149
Assignment
Type
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Position
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
Partner
No
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
Tahun
Penugasan
2011
2011
2011
2011
2011
2011
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
Client
PT Provident Capital Indonesia
PT Saratoga Infrastruktur
PT Solusindo Kreasi Pratama
PT Solusi Menara Indonesia
PT Tower Bersama Infrastruktur Tbk
PT Tower One
PT Adidas Indonesia
PT Agriculture Construction
PT Agricon Putra Cipta Optima
PT Bali Telekom
PT Forisa Nusapersada
PT Globe MZM
PT Hilti Nusantara
PT Provident Capital Indonesia
PT Saratoga Infrastruktur
PT Solusi Menara Indonesia
PT Tower Bersama Infrastruktur Tbk
PT Tower One
PT United Steel Center Indonesia
Legal Consultant
Assignment
Type
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Audit
Position
Partner
Partner
Partner
Partner
Partner
Partner
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
Senior Manager
and
Provide Legal Opinion on the Company in relation to the Initial Public Offering.
The Legal Consultant conduct research and examination (from the legal aspects)
on the existing facts about the Company and other related information as
provided by the Company. The result of research and examination thereof is set
out in the Legal Due Diligence Report which form the basis of the Legal Opinion
rendered in this Prospectus as far as the legal aspects are concerned. Other duty
includes examining the legal aspects of information contained in this Prospectus.
The Legal Consultants duties and functions described herein are in accordance
with the prevailing Professional Standards and Capital Market Law to implement
the transparency principle.
150
WorkExperienceinCapitalMarketinthepast3years:
No.
1.
Client
Legal Consultant Underwriter PT
Danareksa Sekuritas, PT Bahana
Securities and PT Mandiri Sekuritas
PT Adi Sarana Armada Tbk
PT BCA Finance
2.
3.
4.
5.
6.
Appraisal Company
Assignment Type
Shares Issuance PT Garuda Indonesia (Persero) Tbk
Year
2011
Shares Issuance
- Bonds Issuance PT BCA Finance IV Tahap II
- Continous Bonds Phase I Issuance PT BCA Finance
- Continous Bonds Phase II Issuance PT BCA Finance
Shares Issuance
Private Placement IV
Continous Bonds I Phase I Issuance Jasa Marga Year
2013 Seri S
2012
2011
2012
2013
2013
2012
2013
Principal duties
1.
2.
3.
4.
5.
6.
7.
8.
9.
Client
PT. MARTINA BERTO
PT. SALIM IVOMAS PRATAMA
PT. BARITO PACIFIC, Tbk
PT. XL AXIATA, Tbk
PT. ADARO ENERGY, Tbk
PT. UNITED TRACTORS, Tbk
PT. ELNUSA, Tbk
PT. SUMALINDO LESTARI JAYA, Tbk
PT. ELNUSA, Tbk
Assignment Type
IPO
IPO
Property Appraisal
Fairness Opinion
Property and Shares Appraisal
Fairness Opinion
Property Appraisal
Property and Shares Appraisal
Property Appraisal
151
Year
2010
2010
2011
2011
2012
2012
2012
2012
2013
Administration Bureau :
Principal Duties
Tahun
2011
KET
IPO
Fathiah Helmi, SH
Graha Irama, 6th Floor, Room 6-C
Jl HR. Rasuna Said Blok X-1 Kav. 1&2 Kuningan
Jakarta Selatan 12950
Appointment Letter No.: 02/Prop/IPO/XII/2011
STTD No.: 02/STTD-N/PM/1996 under the name Fathiah Helmi, SH
Member of Indonesian Notary Association (Ikatan Notaris Indonesia) No.:
011.003.027.260958
Framework: Law No. 30 Year 2004 regarding Notary Office and Indonesian
Notary Association Code of Ethics.
Principal duties
Prepare Notarial Deeds with regard to the Initial Public Offering, among others
Underwriting Agreement and Share Administration Agreement and the
amendments thereof in accordance with Notarial code of ethics and regulation.
The Capital Market Supporting Institution and Professions and the Company are not affiliated parties as defined
in the Law of the Republic of Indonesia No. 8 Year 1995 dated 10 November 1995 regarding Capital Market.
152
Client Name
Year
2010
2010
2010
2010
2010
2010
2010
2010
2011
2011
2001
2011
2011
2011
2011
2011
2011
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
2012
153
Note
IPO
IPO
IPO
RI
RI
RI
RI
RI
IPO
IPO
RI
RI
IPO
IPO
RI
RI
RI
IPO
IPO
IPO
RI
RI
IPO
RI
IPO
IPO
IPO
RI
IPO
RI
IPO
154
XVI.
LEGAL OPINION
Presented below is the reproduction of the legal opinion regarding all subject matter related to the Company with
regard to the Initial Public Offering through this Prospectus, which was prepared by Legal Consultant
Soemarjono Herman & Partners.
155
156
157
158
159
160
161
162
163
163
164
165
165
166
167
168
169
169
170
170
171
172
173
174
STATEMENTS
1
175
AND
INDEPENDENT
176
177
178
179
180
181
182
These consolidated financial statements were originally issued in the Indonesian language
Exhibit A
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 JULY 2013 AND 31 DECEMBER 2012, 2011, 2010 AND 1 JANUARY 2010
(Expressed in million Rupiah, unless otherwise stated)
31 December
2011
1 January
2010
2010
2013
2012
see Notes
see Notes
see Notes
2a, n, 44)
2a, n, 44)
2a, n, 44)
ASSETS
CURRENT ASSETS
Cash and cash equivalent
Trade receivables
2d, e, f, 4
Third parties
Related parties
26,122
410,731
121,574
277,316
128,767
300,553
260,923
207,725
167,098
99,171
212
5,675
2d, e, g, 5, 37
25
314
Other receivables
Third parties
Related parties
Inventories
Prepaid taxes
Advance payments
Prepaid expenses
Investments
Restricted funds
2e, 6, 37
349
312
77
2e, 6, 25, 37
144,727
665,454
180,564
235
2h, 7
515
-
257,172
235,540
206,276
172,389
2m, 17a
2,502
1,140
2,254
1,580
327
8a
9,273
9,590
12,508
14,793
20,272
8b
1,706
2d, e, 10a, 37
11
614,563
-
1,357,281
1,160
12,608
1,584,850
154
5,558
743,798
172,597
639,127
427,324
NON-CURRENT ASSETS
Advance purchase of property, plant
and equipment
Deferred tax assets
Investment in associates company
Investments
8a
34,596
17,277
8,999
22,363
2m, 17d
2,654
5,025
7,082
11,686
101,903
101,754
2t, 9
2d, e, 10b, 37
60
8,910
2i, j, s, 12
2r, 13
513,730
441,794
306,846
216,563
218
150
179
463
205
551,258
566,149
424,860
251,075
177,148
1,908,539
2,150,999
1,168,658
890,202
604,472
183
168,033
These consolidated financial statements were originally issued in the Indonesian language
Exhibit A/2
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 MARCH 2013 AND 31 DECEMBER 2012, 2011, 2010 AND 1 JANUARY 2010
(Expressed in million Rupiah, unless otherwise stated)
31 December
2011
1 January
2010
2010
Notes
2013
2012
see Notes
see Notes
see Notes
2a, n, 44)
2a, n, 44)
2a, n, 44)
CURRENT LIABILITIES
Short-term bank loans
2e, 14, 38
112,339
298,797
139
37, 38
110,740
192,776
124,174
84,324
119,327
25
15,095
31,139
14,320
14,807
Trade payables
2e, 15
Third parties
Related parties
Other payables
Third parties
16, 38
21,537
48,041
235
5,554
209
Related parties
25, 38
18,082
39,441
856
1,203
213
32,210
159,819
101,421
112,973
30,025
Other taxes
11,590
78,327
9,396
30,353
3,055
Taxes payable
2m, 17b, 38
Accrued expenses
18, 38
1,846
19,440
55,508
17,876
5,125
Sales advance
20, 38
694
960
35,246
179
527
25c
2e, 14, 19
21
2,000
Current portion of
long-term debt:
-Ban k
- Finance leases payable
Total Current Liabilites
324,133
83
837,684
500
500
53
75
1,753
360,667
267,357
175,041
252,898
235,032
153,817
19,662
40,578
30,708
NON-CURRENT LIABILITIES
Loan from shareholders
Provision for post-employment benefits
22, 26, 38
2k, 32
2,056
8,664
Long-term debt,
net of current portion
-Ban k
- Finance leases payable
19, 38
83
583
70,000
21
243
2,056
8,664
272,647
276,436
254,525
326,189
846,348
633,314
543,793
429,566
184
These consolidated financial statements were originally issued in the Indonesian language
Exhibit A/3
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 JULY 2013 AND 31 DECEMBER 2012, 2011, 2010 AND 1 JANUARY 2010
(Expressed in million Rupiah, unless otherwise stated)
31 December
2011
1 January
2010
2010
2013
2012
see Notes
see Notes
see Notes
2a, n, 44)
2a, n, 44)
2a, n, 44)
Share capital
Authorized - 45,000,000,000 (full amount)
shares in 31 July 2013 with par value
Rp 100 (Rupiah full amount) and 1,130,000
(full amount) shares in 2012 and 100,000
(full amount) shares in 2011 and 2010 with
par value Rp 1,000,000 (Rupiah full amount)
Issued and fully paid-up - 31 July 2013
amounted 13,500,000,000 (full amount),
in 2012 amounted 1,130,000 (full amount)
shares, in 2011 and 2010 amounted
23
1,350,000
2a
(1,793)
26
1,130,000
(1,793)
36,000
36,000
36,000
59,325
50,325
29,325
10a
228,357
5,784
176,442
440,017
260,082
109,579
1,582,348
1,304,649
535,342
346,407
174,904
Total Equity
1,582,350
1,304,651
535,344
346,409
174,906
1,908,539
2,150,999
1,168,658
890,202
604,472
Retained earnings
Equity attributable
to the owners of parent
Non-controlling interest
185
These consolidated financial statements were originally issued in the Indonesian language
Exhibit B
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
31 Juli
31 Dec ember
2011
2010
(A s restated, (A s restated,
2012
Notes
2013
(unaudited)
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
SA LES
2l, 27
1,393,186
1,344,438
2,391,667
2,198,273
1,866,538
2l, 28
(833,397)
(819,753)
(1,471,020)
(1,320,584)
(1,180,604)
559,789
524,685
920,647
877,689
685,934
GROSS PROFIT
Sales and marketing expenses
2l, 30
(200,836)
(222,548)
(336,690)
(337,612)
(218,599)
2l, 31
(67,285)
(50,619)
(79,604)
(101,128)
(132,263)
33
2,094
3,235
5,905
11,215
6,653
34
(8,649)
(613)
(708)
(606)
(3,875)
35
38,247
4,928
6,628
7,754
5,694
36
(43,532)
(4,433)
(2,557)
(2,268)
(4,353)
279,828
254,635
513,621
455,044
339,191
2m, 17c
(75,242)
(61,626)
(124,026)
(110,505)
(104,798)
Deferred tax
2m, 17d
(2,371)
(2,057)
(2,057)
(4,604)
2,776
(77,613)
(63,683)
(126,083)
(115,109)
(102,022)
202,215
190,952
387,538
339,935
237,169
10a
5,784
207,999
190,952
387,538
339,935
237,169
186
These consolidated financial statements were originally issued in the Indonesian language
Exhibit B/2
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
31 Juli
31 Dec ember
2011
2010
(unaudited)
2013
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
207,999
190,952
387,538
339,935
237,169
207,999
190,952
387,538
339,935
237,169
0.12
0.01
0.02
0.02
0.01
207,999
190,952
387,538
339,935
237,169
207,999
190,952
387,538
339,935
237,169
0.12
0.01
0.02
0.02
0.01
207,999
190,952
387,538
339,935
237,169
15
5,304,223
342,954
9,442,638
6,588,028
40
187
188
-
A S RESTA TED
36,000
A S RESTA TED
36,000
capital
fully paid-up
36,000
paid-in
tr ansactio ns
51,118
9,000
42,118
21,000
21,118
co ntr o l
under co m m o n
8,207
8,207
8,207
co ntr o l
under co m m o n
and
Issued
Differ ence in
r estr uctur ing
Pr o fo r m a in
financial assets
av ailable-fo r -sale
g ain o n
Unr ealized
440,017
339,935
(160,000)
260,082
237,169
(86,666)
109,579
ear ning s
Retained
These consolidated financial statements were originally issued in the Indonesian language
Equity
No n -
535,342
339,935
(160,000)
9,000
346,407
237,169
(86,666)
21,000
174,904
o f par ent
0.02
0.01
inter est
attr ibutable
535,344
339,935
(160,000)
9,000
346,409
237,169
(86,666)
21,000
174,906
equity
To tal
Exhibit C
189
1,130,000
1,094,000
36,000
capital
36,000
paid-in
and
subsidiar y
tr ansactio ns
(51,118)
51,118
51,118
co ntr o l
under co m m o n
(1,793)
(10,000)
8,207
8,207
co ntr o l
under co m m o n
fully paid-up
Issued
Differ ence in
r estr uctur ing
Pr o fo r m a in
financial assets
av ailable-fo r -sale
g ain o n
Unr ealized
176,442
196,586
(559,113)
538,969
190,952
(92,000)
440,017
ear ning s
Retained
These consolidated financial statements were originally issued in the Indonesian language
Equity
No n -
1,304,649
196,586
(559,113)
(10,000)
(51,118)
1,094,000
634,294
190,952
(92,000)
535,342
o f par ent
0.02
inter est
attr ibutable
1,304,651
196,586
(559,113)
(10,000)
(51,118)
1,094,000
634,296
190,952
(92,000)
535,344
equity
To tal
Exhibit C/2
190
capital
No te 23
1,350,000
220,000
(1,793)
(1,793)
paid-in
and
1,130,000
tr ansactio ns
co ntr o l
1,793
(1,793)
co ntr o l
under co m m o n
No te 26
under co m m o n
5,784
5,784
financial assets
av ailable-fo r -sale
g ain o n
Unr ealized
228,357
202,215
(150,300)
176,442
ear ning s
Retained
Equity
No n -
1,582,348
207,999
(150,300)
1,793
(1,793)
220,000
1,304,649
o f par ent
0.12
inter est
attr ibutable
common contr ol
31 December 2012
tr ansactio ns
fully paid-up
Issued
Differ ence in
r estr uctur ing
Pr o fo r m a in
These consolidated financial statements were originally issued in the Indonesian language
1,582,350
207,999
(150,300)
1,793
(1,793)
220,000
1,304,651
equity
To tal
Exhibit C/3
These consolidated financial statements were originally issued in the Indonesian language
Exhibit D
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL AND SUBSIDIARIES Tbk
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
31 July
Notes
2013
31 December
2012
2011
2010
(As restated,
(As restated,
(As restated,
2012
see Notes
see Notes
see Notes
(unaudited)
2a, n, 44)
2a, n, 44)
2a, n, 44)
5, 27
15, 28, 29, 30, 31
1,380,970
1,431,844
1,779,955
1,973,094
1,797,869
(1,134,241)
(1,049,845)
(1,741,125)
(1,535,681)
(1,330,298)
(89,651)
(64,236)
(125,648)
(124,116)
(104,248)
Payments of taxes
17
(383,894)
(51,092)
(1,743)
(143,481)
(67,894)
17
637
669
5,939
33
11,594
3,207
6,306
12,991
6,972
34
(62)
(533)
(708)
(605)
(4,054)
(109,329)
(14,327)
60,579
591
974
(323,976)
255,687
(16,446)
182,793
299,321
(115,073)
(49,448)
(173,202)
(108,873)
(57,685)
1,556
3,984
911
(1,891)
(38,768)
8, 6
12
32,129
12, 35
(25,974)
(6,773)
(8,278)
Investments
10
(575,662)
101,000
(100,000)
(583,580)
(56,221)
(179,925)
(206,780)
191
(95,542)
These consolidated financial statements were originally issued in the Indonesian language
Exhibit D/2
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL AND SUBSIDIARIES Tbk
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED 31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
31 July
31 Dec ember
2012
2011
2010
2012
see Notes
see Notes
see Notes
2013
(unaudited)
2a, n, 44)
2a, n, 44)
2a, n, 44)
19
19
(111,058)
22
573,805
11,354
22
(9,500)
(174,210)
21
24
(150,300)
23
220,000
1,094,000
30,000
10
(563)
23
298,751
(431)
(254,898)
(40,000)
(593)
(361)
(70,670)
19,866
81,215
(57)
(260)
(343)
(651,113)
(160,000)
(96,667)
9,000
1,000
522,947
(203,287)
485,527
(131,755)
(55,465)
(384,609)
(3,821)
289,157
(155,742)
148,314
235
CA SH A ND CA SH EQUIV A LENT
A T BEGINNING OF THE Y EA R
410,731
121,574
121,574
277,316
128,767
26,122
117,753
410,731
121,574
277,316
CA SH A ND CA SH EQUIV A LENT
A T THE OF THE PERIOD/Y EA R
192
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
1. G E N E R A L
a. Company Establishment
PT Industri Jamu dan Farmasi Sido Muncul Tbk the Company domiciled in Semarang,
was established based on the Notarial deed No. 21 dated 18 March 1975 made in presence of
Kahirman Gondodiwirjo, S.H., Notary in Semarang and was approved by the Minister of
Justice of the Republic of Indonesia in its Decision Letter No. Y.A. 5/84/16 dated 30 January
1981 and was published in the State Gazette of the Republic of Indonesia No. 39 dated 16 May
2000, Supplement No. 2440 and No. 2441. The Company has amended its articles of
association in accordance with Law No. 40 Year 2007, the Extraodinary General Meeting
of Shareholders (RUPSLB) held on 30 August 2007 as stated in the Notarial deed No. 45 dated
30 August 2007, made in presence of Subiyanto Putro, S.H., M.Kn., Notary in Semarang.
The amendments in articles of association have been approved by the Ministry of Law
and Human Rights of the Republic of Indonesia as stated in its Decision Letter
No. C-07691.HT.01.04-TH.2007 dated 27 December 2007 and was published in the State
Gazette of the Republic of Indonesia No. 40 dated 16 May 2008, Supplement No. 6449.
Most recent amendments of the articles of association is based on Notarial deed No. 53 dated
11 June 2013, made in presence of Fathiah Helmi, S.H., Notary in Jakarta, regarding to
changes in the status of Privately Held Company became a publicly listed company and issued
of shares in the company as deposit 1,500,000,000 new shares with nominal value of Rp 100
(Rupiah full amount). These amendments have been approved by the Minister of Law
and Human Rights of the Republic of Indonesia as stated in its Decision Letter
No. AHU-33406.AH.01.02.Year 2013 and has not been published in the State Gazette of the
Republic of Indonesia.
Based on AUWLFOH RI WKH &RPSDQ\V DUWLFOHV RI DVVRFLDWLRQ WKH EXVLQHVV DFWLYLWLHV of the
Company, among others, are to carry on the business in herb industry such as medical
industry (pharmacy), herb, cosmetics, foods and beverages related to health, commerce, land
transportation and services.
The Company is domiciled in Menara Suara Merdeka Building Lantai 16, Jl. Pandanaran No. 30
Semarang and the factory is located at Jl Soekarno Hatta Km 28, Kecamatan Bergas, Klepu,
Semarang.
b. Board of Commissioners, Directors and Employees
Board of Commissioners and Director of the Company as of 31 July 2013 are as follows:
President Commissioner
:
Commissioners
:
Independent Commissioner :
President Director
Director
Director
Unaffiliated Director
Irwan Hidayat
Sofyan Hidayat
David Hidayat
Ray Nugraha Yoshuara
:
:
:
:
Up to the consolidated financial statements issued, the Company has not yet established an
Audit Committee.
193
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/2
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
1. G E N E R A L (Continued)
b. Board of Commissioners, Directors and Employees (Continued)
As of 31 July 2013, 31 December 2012, 2011 and 2010, the Company and its subsidiaries
employed 3,529; 3,398; 3,236 and 3,024 staffs (unaudited). Total remuneration of the
&RPPLVVLRQHUV DQG 'irector of the Company for the period of 7 (seven) months ended
31 July 2013 and years ended 31 December 2012, 2011 and 2010 were amounted Rp 8,928;
Rp 16,208; Rp 12,929 and Rp 11,458, respectively.
c. Structure of Subsidiaries
The Company has direct ownership of greater than 50% shareholding in subsidiaries as follows:
Subsidiaries
PT Muncul Mekar
The
Percentag e
commencement
of
31 July
31 Dec
31 Dec
of operation
ow nership
2013
2012
2011
2010
1987
99,9999%
1,033,193
976,117
268,350
200,667
2009
99,9999%
120,771
110,370
58,769
56,304
All subsidiaries are domiciled in Semarang, PT Semarang Herbal Indo Plant located at
Jl. Industri II No 14, Semarang, and PT Muncul Mekar located at Jl. Madukoro BI A/28,
Semarang 50144, Central Java.
Here is a description of each of the subsidiaries:
c.1. PT Muncul Mekar
PT Muncul Mekar, domiciled in Semarang, was established based on the Notarial deed
No. 38, made in presence of Notary Hartanto Pandji Surya, S.H., dated 29 December
1986 and was approved by Minister of Justice of the Republic of Indonesia in its
Decision Letter No. C2-6018.HT.01.01.Year.1987 dated 22 September 1987 and
was published in the State of Gazette of the Republic of Indonesia No. 33 dated
23 April 1999, Supplement No. 2392 dan No. 2393. The articles of association of the
Company have been amended several times, most recently in Notarial deed No. 28
dated 21 December 2012, made in presence of Dewikusuma, S.H., Notary in Semarang
regarding to the enhancement of both Authorized, issued and fully paid-in capital of
the Company. These deeds have been approved by the Minister of Law and Human
Rights of the Republic of Indonesia in its Decision Letter No. AHU-02096.AH.01.02.Year
2013 dated 23 January 2013 and has been published in the State Gazette of the
Republic of Indonesia Number 27161 Year 2013 Supplement to the State Gazette of the
Republic of Indonesia dated 7 May 2013 No 37.
Based on AUWLFOH RI WKH &RPSDQ\V DUWLFOHV RI DVVRFLDWLRQ WKH EXVLQHVV DFWLYLWLHV RI
the Company, among other, are to carry on the business in general trading of Sido
0XQFXOVSURGXFWVDQGLQSXEOLFWUDQVSRUWDWLRQ service.
194
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/3
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
1. G E N E R A L (Continued)
c. Structure of Subsidiaries (Continued)
c.2. PT Semarang Herbal Indo Plant
PT Semarang Herbal Indo Plant WKH&RPSDQ\was established based on Notarial deed
No. 10 dated 10 June 2009, made in presence of Notarial Subiyanto Putro, S.H., M.Kn.
The articles of association of the Company have been approved by the Minister of
Law and Human Rights of the Republic of Indonesia on its Decision Letter
No. AHU-55847.AH.01.01.Year 2009 dated 17 November 2009. The articles of association
of the Company have been amended several times, most recently in Notarial deed of
Dewikusuma, S.H., No. 27 dated 21 December 2012 regarding to enhancement of both
Authorized, issued and fully paid-in capital of the Company. These deeds have been
approved by the Minister of Law and Human Rights of the Republic of Indonesia in its
Decision Letter No. AHU-02095.AH.01.02.Year 2013 dated 23 January 2013 and has been
published in the State Gazette of the Republic of Indonesia Number 27164 Year 2013
Supplement to the State Gazette of the Republic of Indonesia dated 7 May 2013 No 37.
Based on AUWLFOH RI WKH &RPSDQ\V DUWLFOHV RI DVVRFLDWLRQ SXUSRVHV DQG REMHFWLYHV RI
the Company are the following below:
-
195
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/4
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
a. Basis of the Preparation of Consolidated Financial Statements (Continued)
On 26 December 2012, the Company acquired PT Muncul Mekar, an associate and PT Semarang
Herbal Indo Plant, an associate. This transaction was recorded using the pooling-of-interests
method. Under this method, the consolidated financial statements for the years ended
31 December 2011 and 2010 have been restated as if PT Muncul Mekar and PT Semarang Herbal
Indo Plant had been acquired since the beginning of such period presented.
The consolidated statements of cash flows are prepared using the direct method by classifying
cash flows on the basis of operating, investing and financing activities.
Effective for financial statements with fiscal year beginning on or after 1 January 2011 :
a. SFAS 1R 5HYLVHG 3UHVHQWDWLRQ RI )LQDQFLDO 6WDWHPHQWV SUHVFUibes the basis for
presentation of general-purpose financial statements to ensure the comparability both with an
entity's financial statements of previous periods and with the financial statements of other
entities.
b. 6)$61R 5HYLVHG 6WDWHPHQWV RI&DVK )ORZVUHTXLUHVWKHSURYLVLRQRILQIRUPDWLRQ
about the historical changes in cash and cash equivalents through a statement of cash flows
which classifies cash flows during the period into operating, investing and financing activities.
c. 6)$61R5HYLVHG,QWHULP)LQDQFLDO6WDWHPHQWV7KLV6)$6 does not regulate about
which entities are required for publishing interim financial statement, how often, or how long
after the end of interim period. However, government, the regulator of capital market and
stock exchange are also requiring entities which have debt effect or trading equity effect to
publish their interim financial statements.
d. 6)$61R5HYLVHG&RQVROLGDWHGDQG6HSDUDWH)LQDQFLDO6WDWHPHQWV will be applied
in the preparation and presentation of consolidated financial statements for a group of entities
under the control of a parent and in accounting for investments in subsidiaries, jointly
controlled entities and associates when separate financial statements are presented as
additional information.
e. 6)$6 1R 5HYLVHG 2SHUDWLQJ 6HJPHQWV UHTXLUHV VHJPHQW LQIRUPDWLRQ EH GLVFORVHG
to enable users of financial statements to evaluate the nature and financial effects of the
business activities in which the entity engages and the economic environments in which it
operates.
f. 6)$6 1R 5HYLVHG 5HODWHG 3DUW\ 'LVFORVXUHV UHTXLUHV GLVFORVXUH RI UHODWHG SDUW\
relationships, transactions and outstanding balances, including commitments, in the
consolidated and separate financial statements of a parent, and also applied in individual
financial statements. Early adoption is allowed.
g. 6)$61R5HYLVHG(YHQWV$IWHUWKH5HSRUWLQJ3HULRG is purposed to determine when
the entity made the adjustments in its financial statements for events after reporting period
and to determine the disclosures, disclosed by the entity regarding to the authorized financial
statements to be published and events after reporting period.
196
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/5
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
a. Basis of the Preparation of Consolidated Financial Statements (Continued)
Effective for financial statements with fiscal year beginning on or after 1 January 2011 :
(Continued)
h. 6)$6 1R 5HYLVHG ,QYHVWPHQWV LQ $VVRFLDWHV SURYLGHV JXLGDQFH WR EH DSSOLHG LQ
DFFRXQWLQJ IRU LQYHVWPHQWV LQ DVVRFLDWHV ,W VXSHUVHGHV 6)$6 1R $FFRXQWLQJ IRU
,QYHVWPHQWV LQ $VVRFLDWHV DQG 6)$6 1R $FFRXQWLQJ IRU &KDQJHV LQ (TXLW\ RI
6XEVLGLDULHV$VVRFLDWHV
i. 6)$6 1R 5HYLVHG ,QWDQJLEOH $VVHWV determines the accounting treatment for
intangible assets that are not dealt with specifically in another SFAS. It requires the
recognition of an intangible asset if, and only if, the specified criteria are met, and also
specifies how to measure the carrying amount of intangible assets and related disclosures.
j. 6)$61R5HYLVHG %XVLQHVV &RPELQDWLRQVDSSOLHVWRDWUDQVDFWLRQ RURWKHUHYHQW
that meets the definition of a business combination to improve the relevance, reliability and
comparability of the information that a reporting entity provides in its financial statements
about a business combination and its effects.
k. 6)$6 1R 5HYLVHG 5HYHQXH LGHQWLILHV WKH FLUFXPVWDQFHV LQ ZKLFK Whe criteria on
revenue recognition will be met and, therefore, revenue will be recognized. It prescribes the
accounting treatment of revenue arising from certain types of transactions and events and
provides practical guidance on the application of the criteria on revenue recognition.
l. 6)$61R5HYLVHG$FFRXQWLQJ3ROLFLHV&KDQJHVLQ$FFRXQWLQJ(VWLPDWHVDQG(UURUV
prescribes the criteria for selecting and changing accounting policies, together with the
accounting treatment and disclosure of changes in accounting policies, changes in accounting
estimates and correction of errors.
m. 6)$61R5HYLVHG,PSDLUPHQWRI$VVHWVSUHVFULEHVWKHSURFHGXUHVWREHDSSOLHGWR
ensure that assets are carried at no more than their recoverable amount and if the assets are
impaired, an impairment loss should be recognized.
n. 6)$6 1R 5HYLVHG 3URYLVLRQV &RQWLQJHQW /LDELOLWLHV DQG &RQWLQJHQW $VVHWV is
purposed to provide that appropriate recognition criteria and measurement bases are applied
to provisions, contingent liabilities and contingent assets and to ensure that sufficient
information is disclosed in the notes to enable users to understand the nature, timing and
amount related to the information.
o. 6)$6 1R 5HYLVHG 1RQ-currHQW $VVHWV +HOG IRU 6DOH DQG 'LVFRQWLQXHG 2SHUDWLRQV
aims to specify the accounting for assets held for sale, and the presentation and disclosure of
discontinued operations.
p. ,)$6 1R ,QWHULP )LQDQFLDO 5HSRUWLQJ DQG ,PSDLUPHQW 7KLV LQWHUSUHWDWLRQ is explaining
about the interaction between requirements in SFAS 3 (Revised 2010) and SFAS 48 (Revised
2010) and another specific financial assets in SFAS 55 (Revised 2006), and also the impact of
this interaction on interim financial statements and the further of annual financial statements.
197
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/6
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
a. Basis of the Preparation of Consolidated Financial Statements (Continued)
Effective for financial statements with fiscal year beginning on or after 1 January 2012 :
a.
6)$6 1R 5HYLVHG 7KH (IIHFWV RI &KDQJHV LQ )RUHLJQ ([FKDQJH 5DWHV SUHVFULEHV
how to include foreign currency transactions and foreign operations in the financial
statements of an entity and to translate financial statements into a presentation currency.
b. 6)$6 1R 5HYLVHG ,QFRPH 7D[HV ,QFOXGes all domestic tax and foreign tax
according to taxable income and exclude the accounting method for government grant or
investment tax credit, but include accounting for temporary difference which incurred from
the grant or investment tax credit.
c.
6)$6 1R 5HYLVHG )LQDQFLDO ,QVWUXPHQWV 3UHVHQWDWLRQ 7KH VFRSH RI WKLV
statement is including the contract for reward contingencies in business combination. The aim
of this standard is to establish the principle of financial instrument presentation as liabilities
or equity and write off of financial assets and financial liabilities.
d. SFAS No. 53 (Revised 6KDUH-%DVHG 3D\PHQWV 5HTXLULes the entities to present in
statement of income and statement of cash flows about the impact of share-based payment
transaction.
e. 6)$6 1R 5HYLVHG )LQDQFLDO ,QVWUXPHQWV 'LVFORVXUHV 7KLV VWDWHPHQW UHTXLres
entities to provide some disclosures in financial statement which enable users to evaluate
some financial instruments on financial position and performance of significant entities, also
the nature and risks which are incurred.
f.
,)$6 1R /LPLW RI the Defined Benefit Assets, Minimum Funding Requirements and Their
,QWHUDFWLRQ 7KLV LQWHUSUHWDWLRQ LV DSSOLHG IRU DOO SRVW HPSOR\HH EHQHILW SURJUDP DQG RWKHUV
long term employee benefits. For interpretation purpose, the requirement of minimum
financing are a requirement for funding post employee benefit and others long-term employee
benefits.
The new PSAK which were effective starting from 1 January 2013
The new PSAK which were effective starting from 1 January 2013 and have significant effect to the
CoQVROLGDWHG )LQDQFLDO 6WDWHPHQWV LV 36$. 5HYLVHG Bussiness Combination of Entities
Under Common Control
Since 1 January 2013, the Company and subsidiaries have classified Difference in restructuring
transactions under common control amounted to Rp 1,793 to Additional paid-in capital in
accordance PSAK 38 (revised 2011).
b. Principle of Consolidation
Prior to 1 January 2011
The consolidated financial statements include the financial statements of the Company and its
subsidiaries that more than 50% of voting rights held, either directly or indirectly by the Company
and its subsidiaries as well as if the Company and its subsidiaries have 50% or less voting rights, but
it can be proved with the existence of control.
198
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/7
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
b. Principle of Consolidation (Continued)
Prior to 1 January 2011 (Continued)
Subsidiaries are consolidated since the date of control is effectively transferred to the
Company and its subsidiaries and are no longer consolidated from the date of the disposal.
Transaction balances between the companies in the Company and its subsidiaries, including
net income (loss) between the companies in the Company and its subsidiaries which have not
yet been realized are eliminated to reflect the financial position and results of operations of
the Company and its subsidiaries as a single entity company's business.
The consolidated financial statements are prepared using accounting policies for similar
transactions and events. If the financial statements of a subsidiary use accounting policies
other than those applied in the consolidated financial statements, several adjustments were
made for the financial statements. Non-controlling interests that are part of minority
shareholders in the net income and shareholders' equity of subsidiaries that are not entirely
owned, are presented based on the percentage of ownership of the minority shareholders in
subsidiaries.
Effective 1 January 2011
The consolidated financial statements combine the assets and liabilities at the end of
reporting period and the results of operations for the years ended at those dates of the
Company and its subsidiaries where the Company has the ability to control the entities, either
directly or indirectly.
Non-controlling interest on the amount of comprehensive income of subsidiaries is identified
as appropriate proportions and presented as part of total comprehensive income attributable
to the consolidated statements of comprehensive income. Non-controlling interest of the
subsidiaries' net assets is identified at the date of the business combination which is
subsequently adjusted for the proportionate share of changes in equity of subsidiaries that
are presented as part of equity in the consolidated statements of financial position.
When control of an entity is acquired in the current year, the entity's net income is included
in the consolidated statements of comprehensive income from the inception date of control
acquisition. When control ended in the current year, the entity's net income is included in the
consolidated statements of comprehensive income for the year in which the control part still
exists.
The accounting policies adopted in preparing the consolidated financial statements in all
material respects, have been applied consistently by its subsidiaries, unless otherwise stated.
All transactions and material balances between the consolidated companies have been
eliminated in preparing the consolidated financial statements.
199
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/8
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
c. Transactions with Related Parties
A party is considered to be related to the Company if:
a) directly, or indirectly through one or more intermediaries, the party (i) controls, is controlled
by, or is under common control with, the Company; (ii) has an interest in the Company that
gives significant influence over the Company; or, (iii) has joint control over the Company;
b) the party is an associate of the Company;
c) the party is a joint venture in which the Company is a venturer;
d) the party is a member of the key management personnel of the Company;
e) the party is a close member of the family of any individual referred to in (a) or (d);
f) the party is an entity that is controlled, jointly controlled or significantly influenced by or for
which significant voting power in such entity resides with, directly or indirectly, any individual
referred to in (d) or (e);
g) the party is a post-employment benefits plan for the benefit of employees of the Company, or
of any entity that is a related party of the Company.
This transaction is carried out based on terms agreed by both parties, which terms may not be the
same as other transactions undertaken with unrelated parties.
All significant transactions and balances with related parties are disclosed in the notes to
consolidated financial statements.
d. Foreign Currency Transactions and Translation
Transactions in currencies other than Rupiah are measured in the functional currency of the
Company and are its subsidiaries and recorded on initial recognition in the functional currency
exchange rate which is approximately similar to the date of the transaction. Monetary assets and
liabilities in currencies other than Rupiah are translate with the exchange rate at the end of the
reporting year. Non-monetary items measured at historical cost in other currency than Rupiah are
translated using the exchange rate at the transaction date. Non-monetary items that are measured
at fair value in other a foreign currency of Rupiah are translated using the exchange rate at the
date when the fair value is determined.
Exchange rate differences which is arising on the settlement of monetary items or on nonmonetary items described or monetary items described at the reporting period, are recognized in
the consolidated statements of comprehensive income.
As of 31 July 2013, 31 December 2012, 2011 and 2010 and 1 January 2010, exchange rates which
are used are as follow:
31 July
2013*
1 United States of America Dollar (USD)
1 January
31 Dec ember
2012*
2011*
2010*
2010*
10,278
9,670
9,068
8,991
9,400
8,086
7,907
6,974
6,980
6,699
1 Euro (EUR)
13,634
12,810
11,739
11,956
13,510
10,486
11,197
11,680
11,029
10,170
200
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/9
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities
1. Financial Assets and Liabilities
a. Financial Assets
Based on SFAS No. 55 (Revised 2011), financial assets are classified as financial assets
at fair value through profit or loss, loans and receivables, held-to-maturity and
available-for-sale. The Company determines the classification of its financial assets at
initial recognition and, where allowed, re-evaluates the classification of such financial
assets at each year-end.
i. Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss include financial assets
held for trading and financial assets designated upon initial recognition as at fair
value through profit or loss.
Financial assets are classified as held for trading if acquired for the purpose of sale
or repurchase in the near future. Derivative assets are also classified as held for
trading unless designated as effective hedging instruments. Financial assets
measured at fair value through profit or loss are recorded in the consolidated
statements of financial position at fair value with gains or losses recognized in the
consolidated statements of comprehensive income.
ii. Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market and which the Company and its
subsidiaries does not intend to sell immediately or in the near future.
Cash and cash equivalent, restricted funds, trade receivables, other current
financial assets and non trade receivable related parties the Company and its
subsidiaries are included in the category.
iii. Held-to-maturity
Held-to-maturity investments are non-derivative financial assets with fixed or
determinable payments and fixed maturity which the Company and its subsidiaries
have a positive intention and ability to hold-to-maturity, and are not designated as
at fair value through profit or loss or available-for-sale.
The Company and its subsidiaries did not have any held-to-maturity investment as of
31 December 2012, 2011 and 2010.
201
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/10
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
1. Financial Assets and Liabilities (Continued)
a. Financial Assets (Continued)
iv. Available-for-sale
Available-for-sale financial assets consist of non-derivative financial assets
designated as availablefor-sale or are not classified in any other categories of
financial assets.
Investments in share are classified in this category as of 31 July 2013, 31 December
2012, 2011 and 2010.
b. Financial Liabilities
Financial liabilities within the scope of SFAS No. 55 (Revised 2011) are classified as
financial liabilities measured at fair value through profit or loss and other financial
liabilities. The Company and its subsidiaries determines the classification of its
financial liabilities at initial recognition.
i. Financial liabilities measured at fair value through profit or loss
Financial liabilities measured at fair value through profit and loss include the
financial liabilities are classified in group for trading and financial liabilities
designated upon initial recognition at fair value through profit and loss.
Financial liabilities are classified as held for trading if acquired for the purpose of
sale or repurchase in the near future. Derivative liabilities are also classified as held
for trading unless designated as effective hedging instruments. Financial liabilities
measured at fair value through profit or loss are recorded in the consolidated
statements of financial position at fair value with gains or losses recognized in
consolidated statements of comprehensive income.
ii. Loans and payables
Loans and payables are non-derivative financial liabilities with fixed or determinable
payments that are not quoted in an active market and the Company and its
subsidiaries do not intend to sell immediately or in the near future.
Short-term bank loans, trade payables, other current financial liabilities, non-trade
payables - Related parties, accrued expenses, loan from shareholders, long-term
bank loan and finance lease payables of the Company and its subsidiaries are
included in this category.
202
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/11
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
1. Financial Assets and Liabilities (Continued)
c. Recognition
At initial recognition, financial assets or liabilities are measured at fair value, except
for financial assets and liabilities measured at fair value through profit or loss, plus or
minus the transaction costs that are directly attributable to the acquisition of financial
assets or issuance of financial liabilities. The subsequent measurement of financial
assets and liabilities depends on the classification of financial assets and liabilities.
2. Fair Value Measurement
Fair value is the amount for which an asset could be exchanged or a liability settled
between knowledgeable and willing parties in an arm's length transaction on the date of
measurement.
When available, the Company and its subsidiaries measure the fair value of an instrument
using quoted prices in an active market for those instruments. A market is regarded as
active if quoted prices are readily and regularly available and present actual and regularly
RFFXUULQJPDUNHWWUDQVDFWLRQVRQDQDUPVOHQJWKEDVLV
If the market of the financial instrument is inactive, the Company and its subsidiaries
determine fair value by using valuation techniques include using recent market
transactions conducted properly by knowledgeable, willing parties and, if available,
reference to the current fair value of another instrument which is substantially the same,
discounted cash flows analysis and option pricing model.
3. Amortized Cost Measurement
The amortized cost of a financial asset or liability is the amount at which the financial
asset or liability is measured at initial recognition, minus principal payments, plus or minus
the cumulative amortization using the effective interest rate method, calculated from the
difference between the initial amount and maturity amount, minus any reduction for
impairment.
4. Impairment of Financial Assets
Impairment of financial assets measured at amortized cost are as follows:
At each consolidated statements of financial position date, the Company and its
subsidiaries assess whether there is objective evidence that a financial assets or group of
financial assets is impaired. A financial asset or group of financial assets is impaired and
impairment losses are incurred only if there is objective evidence of impairment as a
result of one or more events occurring subsequent to initial recognition of the assets (loss
events), and that loss event has an impact on the estimated future cash flows of the
financial asset or group of financial assets that can be reliably estimated.
203
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/12
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
4. Impairment of Financial Assets
The Company and its subsidiaries initially consider whether there is objective evidence of
impairment individually for financial assets that are individually significant, and individually or
collectively for financial assets that are not individually significant.
If the Company and its subsidiaries determine that no objective evidence of impairment exists
individually for an individually-assessed financial asset, regardless of whether the amount is
significant or not, that the Company and its subsidiaries financial assets will be assessed
collectively in a group of financial assets that have similar credit risk characteristics. Assets
that are individually assessed, and for which impairment is or continues to be recognized, are
not included in a collective assessment of impairment.
The total impairment loss of a financial asset which is assessed individually is measured as the
difference between the carrying value of the financial assets and the present value of
estimated future cash flows discounted using the effective interest rate at the beginning of the
financial assets. The carrying amount of the asset is presented by deducting the allowance for
impairment losses and the impairment loss expense is recognized in the consolidated
statements of comprehensive income.
Future cash flows of a group of financial assets that are collectively evaluated for impairment
are estimated on the basis of contractual cash flows of the assets in the group and historical
loss experience for assets with credit risk characteristics similar to those in the group.
Historical loss experience is adjusted on the basis of current observable data to reflect the
effects of current conditions that did not affect the period on which the historical loss
experience is based, and to remove the effects of conditions in the historical period that do not
exist currently.
5. Derecognition
The Company and its subsidiaries derecognize financial assets when the contractual rights to
the cash flows arising from the financial assets expired or when the Company and its
subsidiaries transfer all rights to receive contractual cash flows of financial assets in a
transaction where the Company and its subsidiaries has transferred substantially all the risks
and rewards of ownership of the financial assets transferred. Any rights or obligations on the
transferred financial assets created or retained by the Company and its subsidiaries are
recognized as assets or liabilities separately.
The Company and its subsidiaries derecognize financial liabilities when the obligation specified
in the contract is discharged or cancelled or expired.
In transactions in which the Company and its subsidiaries neither retains nor transfers
substantially all the risks and rewards of ownership of financial assets, the Company and its
subsidiaries derecognizes the assets if it does not retain control over the assets. The rights and
obligations retained in the transfer are recognized separately as assets and liabilities as
appropriate. In transfers in which control over the assets is retained, the Company and its
subsidiaries continues to recognize the assets to the extent of its continuing involvement,
determined the Company and its subsidiaries by the extent to which it is exposed to changes in
the value of the transferred assets.
204
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/13
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
6. Offsetting
Financial assets and liabilities are offset and the net amount is presented in the
consolidated statements of financial position when, and only when, a legal right to offset
the amounts and intend either to settle on a net basis or realize the asset and settle the
liability simultaneously.
7. Derivative Financial Instruments and Hedging
Derivative financial instruments are recognized either as assets or liabilities in the
concolidated statements of financial position and are recorded at fair value.
Derivative financial instruments are initially measured at fair value on the date when a
derivative contract occurs and subsequently measured at fair value.
Derivatives are recognized as financial assets when fair value is positive, whereas if
negative is recognized as a financial liabilities.
Gains or losses arising from changes at the fair value in derivatives during the year that
unqualified for hedging and the ineffective portion of an effective hedge should be
charged in the consolidated statements of comprehensive income.
Fair value of interest rate swap contracts is determined by reference to the market value
of similar instruments.
At the commencement of the hedge, the Company and its subsidiaries conduct formal
establishment and documentation of the hedging relationship and the objective entity's
risk management and strategy of implementation hedge.
The documentation includes identification of the hedging instrument, the hedged item or
transaction, the nature of hedged risk and how entities used to assess the hedging
instrument's effectiveness in offsetting the exposure derived from changes in the hedged
items at fair value or cash flows attributable to the hedged risk. Hedge is expected to be
highly effective in offsetting the changes at fair value or cash flows and can be assessed
continuously to determine that the hedge is highly effective throughout the financial
reporting period in accordance to its objectives.
8. Hedge of Cash Flows
Part of the gain or loss on the hedging instrument which is established as an effective
hedge directly recognized in equity, while the ineffective portion of the gain or loss on the
hedging instrument recognized in the consolidated statements of comprehensive income.
205
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/14
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Financial Assets and Liabilities (Continued)
8. Hedge of Cash Flows (Continued)
Previously amounts which has been recognized in equity are transferred to the
consolidated statements of comprehensive income when the hedged transaction affects
profit or loss, such as financial incomes or expenses are recognized or hedge when the
estimated sales occured. If a hedged items resulted in the recognition of non-financial
assets or liabilities, the previously amounts which has been recognized in equity are
transferred to the initial acquisition cost of the carrying amount of an non-financial assets
or liabilities.
f. Cash and Cash Equivalent
Cash and cash equivalents consist of cash on hand, cash in banks and all investments with
original maturities of three months or less from the acquisition date and which are not
guaranteed and not restricted to use. While cash and cash equivalents, restricted to principal
loans and intHUHVWSD\PHQWVDUHUHFRUGHGDVRestricted Funds.
g. Trade Receivables and Allowance for Doubtful Accounts
Prior to 1 January 2010, trade receivables are recorded net after less allowance for doubtful
accounts. The Company and its subsidiaries determined allowance for doubtful accounts
based on a review of the status of trade receivables each customer at the end of the year.
Effective 1 January 2010, objective evidence of impairment is determined by the Company
and its subsidiaries from receivables that are individually significant, and for receivables that
are not individually significant impairment determination is done collectively. If the Company
and its subsidiaries determine there is no objective evidence of impairment exists for an
individually assessed receivables, the Company and its subsidiaries include receivables into
groups receivables that have similar credit risk characteristics and assesses for impairment
collectively. Receivables which individually assessed for impairment are not included in a
collective assessment of impairment.
h. Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined using
the average method. Net realizable value is the estimated selling price in the ordinary course
of business less the estimated costs of completion and the estimated costs necessary to make
the sale. The Company and its subsidiaries determine allowance for inventory obsolescence
based on a review of the physical state of inventories at the end of the year.
206
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/15
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
i. Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost net of accumulated depreciation and
accumulated impairment losses, if any.
Depreciation of property, plant and equipment is computed using the straight-line method, based
on estimated useful lives of property, plant and equipment, as follows:
Building
Machinery
Equipment
Vehicles
Office equipment
Useful lives
(years)
Percentage
(%)
20
48
48
48
4-8
5
12.5 - 25
12.5 25
12.5 25
12.5 - 25
Repairs and maintenance expenses are charged to the consolidated statements of comprehensive
income as incurred, renewals and additions expenses are capitalized in accordance to the criteria
in SFAS No. 16 (Revised 2007), 3URSHUW\ 3ODQW DQG (TXLSPHQW. Property, plant and equipment
are retired or disposed, the cost and accumulated depreciation are removed from the accounts
and the related gain or loss is credited or charged to consolidated statements of comprehensive
income for current period/year.
j. Construction-in-Progress
Accumulated cost of the renovation and construction of buildings are capitaOL]HGDV&RQWUXFWLRQin-pURJUHVVand recorded LQ3URSHUW\3ODQWDQG(TXLSPHQWuntil construction or development is
complete. These costs reclassified to buildings when construction or renovation is complete.
Depreciation is charged at the time the building is used.
k. Post-Employment Benefits
Pension benefits
The Company and its subsidiaries has defined benefit pension plans. A defined benefit plan is a
pension plan that defines an amount of pension benefit that an employee will receive on
retirement, usually dependent on one or more factors such as age, years of service and
compensation. The Company and subsidaries has a defined benefit pension plan covering all of
those employees who have the right to pension benefits as stipulated in the regulations of the
Defined Benefit Pension Fund of Sido Muncul. The plan is generally funded through payments to
the pension fund.
The Company and subsidaries are required to provide a minimum amount of pension benefits in
accordance with Labor Law No. 13/2003 ("Labor Law") which represents an underlying defined
benefit obligation. Consequently, if the pension benefits based on Labor Law are higher than those
EDVHG RQ WKH &RPSDQ\V VSRQVRUHG SHQVLRQ SODQV WKH GLIIHUHQFH LV SUHVHQWHG DV RWKHU SRVWemployment benefits and accounted for in the similar manner with the pension benefits
obligations. The liability recognised in the consolidated statement of financial position is the
present value of the defined benefits obligation as at the statement of financial position date less
the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses
and past service costs.
207
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/16
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
k. Post-Employment Benefits (Continued)
The defined benefits obligation is calculated annually by an independent actuary using the
projected unit credit method. The present value of the defined benefits obligation is
determined by discounting the estimated future cash outflows using interest rates of
government bonds (considering currently there is no deep market for high-quality corporate
bonds) that are denominated in the currency in which the benefit will be paid, and that have
terms to maturity approximating the terms of the related pension liability.
Actuarial gains and losses can arise from experience adjustments and changes in actuarial
assumptions. When the actuarial gains and losses exceeds the greater of 10.00% of the fair
value of the plan assets at the interim consolidated statements of financial position date, the
excess is charged or credited to expenses or income over the average remaining service years
of the relevant employees.
Past service costs are recognised immediately in the consolidated profit or loss, except those
which will be vested if the employee remains in service for a certain period of time (vesting
period). In this case, the past-service costs are amortised on a straightline basis over the
vesting period. Current service cost is expensed in the prevailing period.
l. Revenue and Expenses Recognition
Sales are recognized when goods are delivered and the ownership has passed to the customer.
Expenses are recognized in accordance its benefits during the year (accrual basis).
m. Taxation
Current tax
Current income tax assets and/or liabilities comprise those obligations to, or claims from, Tax
Authorities relating to the current or prior reporting period, that are unpaid at the
consolidated statements of financial position date. They are calculated according to the tax
rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable
income for the current period. All changes to current tax assets or liabilities are recognized
as a component of income tax expense in the consolidated statements of comprehensive
income.
Deferred tax
Deferred tax assets and liabilities are recognized for temporary differences between the
financial and the tax bases of assets and liabilities at each reporting date. Deferred tax assets
are recognized for all deductible temporary differences to the extent that it is probable that
future taxable income will be available against which the deductible temporary difference
can be utilized. Deferred tax liabilities are recognized for all taxable temporary differences.
Future tax benefits, such as the carry-forward of unused tax losses, are also recognized to the
extent that realization of such benefits is probable.
208
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/17
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
m. Taxation (Continued)
Deffered tax (Continued)
The carrying amount of deferred tax assets is reviewed at each consolidated statements of
financial position date and reduced to the extent that it is no longer probable that sufficient
taxable income will be available to allow all or part of the deferred tax asset to be utilized.
Unrecognized deferred tax assets are reassessed at each consolidated statements of financial
position date and are recognized to the extent that it has become probable that future
taxable income will allow the deferred tax asset to be recovered.
The amount of the asset or liability is determined using tax rates that have been enacted or
substantively enacted by the reporting date and are expected to apply when the deferred tax
liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Company and its subsidiaries has
a legally enforceable right to offset current tax assets and liabilities.
n. Restructuring Transactions of Entities Under Common Control
Restructuring transactions, such as transfers of assets, liabilities, shares or other ownership
instruments which carried out in the reorganization of the entities that are in the same
group, not a change of ownership in terms of economic substance, so that such transactions
do not result in a gain or loss to the group or the individual entity within the same group.
Because of restructuring transactions between entities under common control do not result in
changes in economic substance of ownership of the assets, liabilities, equity or other
ownership instruments, the assets and liabilities transferred ownership (in legal form) must
be recorded at the carrying amount of such business combination by pooling-of-interest
method. Elements of the financial statements of the restructured company for the period of
restructuring and for the comparative periods presented, must be presented in such a way as
if the companies had been combined from the beginning of the periods presented.
The difference between the transfer price and the carrying amount of any restructuring
transactions between entities under common control are rHFRUGHGLQWKHDFFRXQWDifference
in value from restructuring transactions of entities under common coQWURO. Account balance
is presented as a component of equity.
o. Impaiment of Assets
In connection with SFAS No. 48 (Revised 2009), "Impairment of Assets", at the date of
consolidated statements of financial position, the Company and its subsidiaries review
whether any possible indication of impairment or not. Amount of property, plant and
equipment and other non-current assets, including intangible assets that can be recovered
evaluated whenever events or changes indicate that the carrying amount of an asset exceeds
its recoverable amount.
Impairment of assets, if any, are recognized as loss in the consolidated statements of
comprehensive income for the current period/year. Value of the recoverable amount is the
higher of net selling price with the value in use of an asset.
209
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/18
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
p. Basic Earning per Share
Earning per share is computed by dividing net income with the weighted average number of
outstanding shares in current year.
q. Segment Information
Segment information is presented according to the grouping (segment) types of products as a
primary segment reporting, and type of the service area segment is reported as the secondary
segment reporting.
r. Intangible Assets
Since 1 January 2011, the Company and its subsidiaries have adopted SFAS No. 19 (Revised 2010),
,QWDQJLEOH $VVHWV, which is effective for financial reporting periods beginning on or after
1 January 2011 and is applied prospectively.
Intangible assets consist of intangible assets arising from the acquisition of subsidiaries. Intangible
assets are recognized when the Company and its subsidiaries are likely to obtain future economic
benefits of the intangible assets and the cost of the asset can be measured reliably.
Intangible assets are stated at cost less accumulated amortization and impairment, if any.
Intangible assets are amortized over their estimated useful lives. The Company and its subsidiaries
shall estimate the recoverable amount of the intangible asset. If the carrying value of the
intangible asset exceeds its estimated recoverable value, the carrying amount of the asset is
reduced to its recoverable value.
Intangible assets, are depreciated using the straight-line method based on estimated useful lives
of intangible assets are 10 (ten) years.
s. R e n t
The Company and its subsidiaries have adoptHG 6)$6 1R 5HYLVHG 5HQW HIIHFWLYHO\
since 1 January 2012.
The determination of whether an arrangement is a lease agreement, or contains a lease
agreement, based on the substance of the agreement at the inception date and whether the
fulfillment of the agreement depends on the use of an asset and the agreement provides a right to
use the asset. Lease that transfers substantially all the risks and benefits associated to ownership
are classified as finance leases.
In financial lease, from the point of view of the Company and its subsidiaries as lessee, the
Company and its subsidiaries recognize assets and liabilities in the consolidated statements of
financial position at the beginning of the lease, at fair value of the leased property or the present
value of the minimum lease payments, if the present value is lower than fair value. Minimum lease
payments are apportioned between the financial expenses and the reduction of the lease liability.
Financial expenses are allocated to each period during the lease term so as to produce periodic
rate is constant over the remaining balance of the liability. The financial expenses are recognized
in the consolidated statements of comprehensive income.
210
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/19
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
s. R e n t (Continued)
Leased assets owned by the Company and its subsidiaries under financial leases are depreciated
consistently with the same method used for assets owned, or fully depreciated in a shorter period
of the lease term and the useful life of the leased property, if there is no reasonable certainty
that the Company and its subsidiaries will obtain ownership by the end of the lease.
Leases which not transfer substantially all the risks and benefit to ownership are classified as
operating leases. Operating lease payments are recognized as an expense in the consolidated
statements of comprehensive income on a straight-line method over the lease term.
t. Investment in associates company
7KH&RPSDQ\DQGLWVVXEVLGLDULHVDGRSWHG6)$61R5HYLVHG,QYHVWPHQWVLQ$VVRFLDWHV
&RPSDQ\ 7KLV UHYLVHG 6)$6 DSSOLHG UHWURVSHFWLYHO\ DQG WKH DFFRXQWLQJ IRU LQYHVWPHQWV LQ
associates entity in determining significant influence, accounting method to be applied,
impairment of investments and separate financial statements, effective 1 January 2011.
An associates company is an entity in which the Company and its subsidiaries have at least 20% but
not more than 50% of the voting rights, or where the Company has significant influence, but not
controlling. Associates entity is recorded using the equity method. By using this method, the
Company and its subsidiaries on consolidated statements of comprehensive income of associates is
recognized in the consolidated statements of comprehensive income, and the Company and its
subsidiaries on other comprehensive income after the acquisition date are recognized in other
comprehensive income. Changes and receipt in the distribution of dividends from associated
company after the acquisition date adjusted against the carrying amount of the investment.
If part of the Company and its subsidiaries of loss of associated company equals or exceeds its
interests in associates, including unsecured non-current receivables, the Company and its
subsidiaries derecognized its part further, unless the Company and its subsidiaries have no
obligation to make payments or have made payments on behalf of the associates company.
Unrealized gains on transactions between the Company or its subsidiaries with associates company
are eliminatHG WR WKH H[WHQW RIWKH &RPSDQ\s interest in associates company; unrealized losses
are also eliminated unless the transaction provides evidence the decline has occurred over the
value of the transferred asset.
Investments in associates company are derecognized when the Company and its subsidiaries no
longer have a significant influence. Companies and its subsidiaries measure the residual
investment at fair value. The difference between the carrying amount of remaining investment at
the date of a significant influence of loss and its fair value are recognized in consolidated
statements of comprehensive income.
Gains and losses arising from disposal of part or dilution arising in associates company where a
significant influence is retained and recognized in consolidated statements of comprehensive
income and only a proportionate part of the amount previously recognized in other comprehensive
income which are reclassified to consolidated statements of comprehensive income.
211
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/20
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
3. USE OF ESTIMATES
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Company and its subsidiaries consolidated financial statements requires
management to make judgements, estimates and assumptions that affect the reported amounts
of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the
end of the reporting period. Uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount of the asset and liability
affected in future periods.
The following judgements are made by management in the process of applying the Company and
LWV VXEVLGLDULHV DFFRXQWLQJ SROLFLHV WKDW KDYH WKH PRVW VLJQLILFDQW HIIHFWV RQ WKH DPRXQWV
recognized in the consolidated financial statements:
1. Financial Assets and Liabilities Classification
Company and its subsidiaries establish the classification of certain assets and liabilities as
financial assets and financial liabilities with a consideration if the specified definition from
SFAS No. 55 (Revised 2011) are met. Accordingly, financial assets and financial liabilities are
recognized in accordance to the accounting policies the Company and its subsidiaries as
disclosed in Note 2e.
2. Allowance for Impairment of Trade Receivables
The Company and its subsidiaries evaluate specific accounts where it has information that
certain customers are unable to meet their financial obligations.
In these cases, the Company and its subsidiaries use judgement, based on the best available
facts and circumstances, including but not limited to, the length of its relationship with the
FXVWRPHU DQG WKH FXVWRPHUV FXUUHQW FUHGLW VWDWXV EDVHG RQ WKLUG SDUW\ FUHGLW UHSRUWV DQG
known market factors, to record specific provisions for customers against amounts due to
reduce its receivable amounts that the Company and its subsidiaries expect to collect. These
specific provisions are re-evaluated and adjusted as additional information received affects
the amounts of allowance for impairment of trade receivables.
3. Estimation and Assumption
The key assumptions concerning the future and other key sources of estimation uncertainty at
the reporting date that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are disclosed below.
The Company and its subsidiaries based its assumptions and estimates on parameters
available when the consolidated financial statements were prepared. Existing circumstances
and assumptions about future developments may change due to market changes or
circumstances arising beyond the control of the Company and its subsidiaries. Such changes
are reflected in the assumptions when they occur.
212
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/21
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
3. USE OF ESTIMATES (Continued)
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (Continued)
4. Pension and Employee Benefits
The determination of the Company and its subsidiaries obligations and cost for pension and
employee benefits liabilities is dependent on its selection of certain assumptions used by the
independent actuaries in calculating such amounts. Those assumptions include discount rates,
future annual salary increase, annual employee turn-over rate, disability rate, retirement age
and mortality rate.
Actual results that differ from the Company and its subsidiaries assumptions are recognized
immediately in the consolidated statements of comprehensive income as and when they
occur. While the Company and its subsidiaries believes that its assumptions are reasonable
and appropriate, significant differences in the Company and its subsidiaries DFWXDO
experiences or significant changes in the Company and its subsidiaries assumptions may
materially affect its estimated liabilities for pension and employee benefits and net employee
benefits expense.
The carrying amount of the Company and its subsidiaries estimated liabilities for employee
benefits as of 31 July 2013, 31 December 2012, 2011 and 2010 amounted to Rp Rp 2,056,
Rp 8,664, Rp 19,662 and Rp 40,578, respectively. Further details are disclosed in Note 32.
5. Depreciation of Property, Plant and Equipment
The costs of property, plant and equipment are depreciated on a straight-line method over
their estimated useful lives. Management estimates the useful lives of property, plant and
equipment to be within 4 to 20 years while investment property and mature plantations to be
20 years. These are common life expectancies applied in the industries where the Company
and its subsidiaries conduct its businesses. Changes in the expected level of usage and
technological development could impact the economic useful lives and the residual values of
these assets, and therefore future depreciation charges could be revised.
The net carrying amount of the &RPSDQ\DQGLWVVXEVLGLDULHV property, plant and equipment
as of 31 July 2013, 31 December 2012, 2011 and 2010 amounted to Rp 513,730, Rp 441,794,
Rp 306,846 and Rp 216,563, respectively. Further details are disclosed in Note 12.
6. Income Tax
Significant judgement is involved in determining the provision for corporate income tax.
There are certain transactions and computation for which the ultimate tax determination is
uncertain during the ordinary course of business. The Company and its subsidiaries recognize
liabilities for expected corporate income tax issues based on estimates of whether additional
corporate income tax will be due.
213
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/22
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
4. CASH AND CASH EQUIVALENT
31 December
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
Cash on hand
Rupiah
951
1,384
1,038
5,515
5,888
74,850
14,754
10,121
5,554
10,553
2,832
1,632
Cash in banks
Rupiah
5,352
4,397
5,050
1,817
3,153
5,798
27,489
21,651
1,366
40,132
1,310
5,126
5,780
445
2,548
2,171
21
412
27
100
83
117
10,002
106
18
21
41
49
285
51
Sub-total
50
-
4,930
339
23,754
153,501
58,249
40,924
180
9,309
17,389
1,343
163
6,037
293
9,534
395
179
917
15,346
17,682
10,877
214
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/23
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
4. CASH AND CASH EQUIVALENT (Continued)
31 December
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
Time deposits
Rupiah
PT Bank BPR Anugerah Harta Kaliwungu
500
500
500
4,105
40,000
75,000
10,000
40,000
55,000
100,000
PT Bank Pundi
40,000
90,000
PT BTPN
40,000
10,000
Sub-total
Total Cash and Cash Equivalent
500
240,500
44,605
220,000
26,122
410,731
121,574
277,316
The interest rate per annum for cash in banks and time deposits have range are as follows:
2013
2012
2011
2010
2.75%
2.75%
3.50%
3.25%
0.25%
0.25%
0.25%
0.25%
8% - 9%
8% - 9%
8% - 9%
8% - 9%
Cash in banks
Rupiah - Interest rate per annum
United State Dollar - Interest rate per
annum
Time deposits
Rupiah - Interest rate per annum
215
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/24
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
4. TRADE RECEIVABLES
31 December
2011
2010
2012
see Notes
2a, n, 44)
see Notes
2a, n, 44)
Third parties
PT M uncul Anugerah Sakti
30,632
29,704
22,870
15,773
27,481
21,022
14,502
10,516
22,110
12,667
13,062
12,318
PT M as Asih
22,099
20,787
14,798
10,456
12,871
10,274
5,574
5,013
CV Dadi M aju
9,099
8,815
5,655
6,723
8,876
6,096
6,795
4,719
PT Reski Laifasto
8,820
13,331
8,315
8,650
4,590
4,860
4,021
8,279
4,635
2,933
2,635
7,183
6,311
4,805
5,121
6,855
6,395
9,984
8,413
M . Hidayat Suwardi
4,425
3,500
2,510
UD Sido M akmur
4,053
2,872
2,879
3,976
3,114
4,672
CV Sindang Laya
3,878
2,533
2,912
3,590
UD Surya M andiri
3,445
3,580
2,940
3,097
3,402
2,347
1,673
860
3,270
2,521
1,737
887
3,195
4,204
2,143
2,911
3,200
1,318
1,620
2,875
2,566
2,822
1,254
2,806
1,926
1,205
2,707
3,668
1,112
807
Slamet Susanto
2,634
3,009
1,416
1,091
Buntaran Tanaya
2,030
1,722
1,443
1,128
UD Beto Jaya
1,971
UD M ekar Lestari
1,855
1,511
-
1,892
1,256
1,713
1,581
CV Surya Timur
1,651
1,345
1,395
234,969
191,232
140,753
Carried forward
216
1,496
-
99,640
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/25
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
5. TRADE RECEIVABLES (Continued)
31 December
2011
2010
(As restated, (As restated,
31 July
2013
see Notes
2a, n, 44)
2012
see Notes
2a, n, 44)
234,969
191,232
140,753
99,640
1,647
1,888
1,870
1,007
UD Cikarang
1,590
3,572
1,839
1,460
UD M ekar Sejahtera
1,449
1,916
Samsul M aarief
1,396
1,009
UD Sumber Rejeki
1,301
1,261
1,550
CV Setia M ulia
1,271
1,205
1,091
2,023
-
857
743
-
1,154
1,305
1,557
1,140
2,475
3,078
2,058
PT M egasari Utama
1,106
57,019
61,292
59,143
64,703
(3,489)
(4,927)
(4,927)
(4,927)
300,553
260,923
207,725
167,098
Sub-total
Related parties
PT M uncul Armada Raya
281
207
33
314
212
207,937
167,102
300,867
260,923
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
Third Parties :
Rupiah (IDR)
Dollar United State of America (USD)
Less : Provision for impairment loss
Total
217
303,946
265,548
212,343
171,917
96
302
309
108
(3,489)
(4,927)
(4,927)
(4,927)
300,553
260,923
207,725
167,098
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/26
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
5. TRADE RECEIVABLES (Continued)
Aging of trade receivables from the date of invoice are as follows:
31 December
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
Trade Receivables:
Current
189,241
171,509
122,819
102,257
1 - 30 days
72,188
74,838
71,316
41,994
31 - 60 days
22,671
5,093
15,698
20,433
61 - 90 days
5,052
3,383
445
793
Over 90 days
15,204
11,027
2,586
6,552
304,356
265,850
212,864
172,029
(3,489)
(4,927)
(4,927)
(4,927)
300,867
260,923
207,937
167,102
Sub-total
Less : Provision for impairment loss
Trade Receivables - Net
The average credit period/year on sales of goods and services for the entire business of the
Company and its subsidiaries are less than 30 days. Significant financial difficulties from the
debtor, probability debtor bankrupt or financial reorganization and default or delinquency in
payments considered as an indication of impairment and provision for impairment is made based
on the amount that can not be recovered which is determined from past experience. Due to the
short- maturity, the carrying amount of trade receivables less or same as their fair values.
Allowance established by the Company and its subsidiaries have the following mutations:
31 December
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
Beginning balance
4,927
Additional
1,355
(2,793)
Disposals
Ending balance
3,489
218
4,927
4,927
4,927
4,927
4,927
4,927
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/27
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
5. TRADE RECEIVABLES (Continued)
Elimination of trade receivables reserve value of Rp. 2,793 million is the aging of trade
receivables on a review of more than 1 year, where there is a settlement of receivables from
customers who had reserved as the allowance for impairment losses.
Based on past experience, management believes that the provision for allowance for doubtful
accounts is adequate and sufficient to cover losses on trade receivables which are not collectible
because there was no significant change in the credit quality and almost all outstanding amounts
can be recovered.
See Note 25 for information regarding to related parties and Note 38 regarding to risk
management for additional disclosures required by SFAS No. 60.
As of 31 July 2013, 31 December 2012, 2011 and 2010, there is no trade receivable of the
Company and its subsidiaries are pledged as collateral.
6. OTHER RECEIVABLES
31 December
2011
2010
(As restated, (As restated,
see Notes
see Notes
31 July
2013
2012
2a, n, 44)
2a, n, 44)
Third parties
Employee
101
130
Other
248
182
77
235
Sub-total
349
312
77
235
Related parties
Shareholders
Desy Sulistyo Hidayat
248,808
64,364
Irwan Hidayat
49,955
12,872
Sofyan Hidayat
49,955
12,872
Johan Hidayat
49,955
12,872
49,955
12,872
David Hidayat
49,955
12,872
Carried forward
498,583
128,724
219
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/28
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
6. OTHER RECEIVABLES (Continued)
31 December
2011
2010
(As restated, (As restated,
see Notes
see Notes
31 July
2013
2012
2a, n, 44)
2a, n, 44)
498,583
87,975
115,061
53,200
50,000
PT Gasindo
1,810
1,810
1,442
300
128,724
50,000
1,810
30
Sub-total
144,727
665,454
180,564
Total
145,076
665,766
180,641
235
As of 31 July 2013, 31 December 2012, 2011 and 2010 there is no employee receivables that are
included in the key management. All employee receivables are owned by production employees.
Other current financial assets related to operating activities are non-binding and the average will
be repaid within 1 year.
7. INVENTORIES
31 December
2011
2010
2012
52,261
Work-in-process
Raw material and packaging
55,272
see Notes
see Notes
2a, n, 44)
2a, n, 44)
52,787
188
90
56
204,723
179,720
153,191
121,601
173
Fu e l
176
150
Alcohol
282
92
235,540
206,276
Total
50,613
257,172
172,389
There is no allowance for obsolesence items that formed as of 31 July 2013, 31 December 2012,
DQG 7KH &RPSDQ\s management believes that all the inventory can be sold at
a reasonable price level and/or used in accordance to its designation period.
220
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/29
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
7. INVENTORIES (Continued)
As of 31 July 2013, 31 December 2012, 2011 and 2010, inventories were insured against fire,
earthquakes and other risks (all risk), with a sum insured of each is Rp 214,325, Rp 212,675,
Rp 112,675 and Rp 100,000 for raw materials and finished goods.
As of 31 July 2013, 31 December 2012, 2011 and 2010, there is no inventories of the Company
and its subsidiaries are pledged as collateral.
8. ADVANCES PAYMENTS AND PREPAID EXPENSES
a. Advance payments
31 December
2011
2010
see Notes
see Notes
2012
2a, n, 44)
2a, n, 44)
30
50
732
2013
Current assets
Raw material purchase
Packaging purchase
Advertising
904
7,235
1,629
Shipping
Insurance
9,593
4,105
Others
8,461
9,590
1,162
2,667
Sub-total
9,273
9,590
12,508
14,793
34,596
17,277
8,999
22,363
43,869
26,867
21,507
37,156
Non-Current Asset
Advances for purchases of property
and equipment
Total
221
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/30
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
8. ADVANCES PAYMENTS AND PREPAID EXPENSES (Continued)
a. Advance payments (Continued)
The table below describes the amount of advances payment of machinery in foreign currency:
31 Desember
2011
2010
2012
3,827
2,623
see Notes
see Notes
2a, n, 44)
2a, n, 44)
731
276
Japan Yen
19,195
Singapore Dollar
284
Total
6,450
731
19,755
b. Prepaid expenses
31 December
2011
2010
2012
see Notes
2a, n, 44)
2a, n, 44)
54
80
83
1,652
1,034
12,525
Total
see Notes
46
1,706
66
-
1,160
88
12,608
154
Additions/
of beginning
(disposal)
Net
of ending
balanc e
of investment
profit
balanc e
101,903
222
(101,903)
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/31
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
9. INVESTMENTS IN ASSOCIATES COMPANY (Continued)
31 Dec ember 2012
Additions/
of beginning
(disposal)
Net
of ending
balanc e
of investment
profit
balanc e
101,754
149
101,903
Additions/
of beginning
(disposal)
Net
of ending
balanc e
of investment
profit
balanc e
100,000
1,754
101,754
Summary of financial statements of the associates company as of 31 December 2012 and 2011,
are as follows:
31 Dec ember 2012
Domic ile
PT Hotel Candi Baru
Indonesia
Total
Total
assets
liabilities
548,396
338,871
Revenue
Net
Ow nership
profit
perc entage
25,693
298
50%
Indonesia
Total
Total
assets
liabilities
259,809
50,583
Revenue
18,372
Net
Ow nership
profit
perc entage
3,507
50%
223
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/32
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
10. INVESMENTS
a. Universal Ventures Fund, SCC
31 December
2011
2010
614,563
see Notes
see Notes
2012
2a, n, 44)
2a, n, 44)
The Company and its subsidiaries have funds which has not been specifically determined
for its intended use. The funds are planned to be used for business development in the
future regarding to the expected rate of return on the market to increase the added value
for all shareholders. In order the above mentioned fund have a higher rate than the deposit
interest rate, the Company made a placement of investment funds in Universal Ventures
Fund, SCC. Based on the historical opinion of the Company and its subsidiaries, Universal
Ventures Funds SCC can provide sufficient returns for the Company and its subsidiaries,
which are encouraged by the composition of the investment in the emerging markets of
Universal Ventures Fund SCC.
Investment in Universal Ventures Funds SCC amounted to Rp 608,779 or equivalent with
USD 59,231,300 (full amount) which is owned by PT Industri Jamu dan Farmasi Sido Muncul,
PT Muncul Mekar and PT Semarang Herbal Indo Plant respectively amounted to Rp 256,436
or equivalent with USD 24,950,000 (full amount), USD Rp 301,056 or equivalent with
29,291,300 (full amount) and Rp 51,287 or equivalent with USD 4,990,000 (full amount)
after deducting the management fee of 0.2% (Note 36). The investment is classified as
available-for-sale investments. This investment has a risk of fluctuations in the rate of
return depends on the condition of the market value from these securities on the date of
disbursement. To anticipating this matter, the Company made an oversight by monitoring
information regarding to the market value of investment based on periodic reports
obtained from Universal Ventures Fund SCC.
At the financial position date, the net asset value owned by PT Industri Jamu dan Farmasi
Sido Muncul, PT Muncul Mekar and PT Semarang Herbal Indo Plant respectively amounted
to USD 25,187,025, USD 29,569,565 and USD 5,037,405. The different between carrying
value of an investment with a net asset value Rp 5,784 is recorded in other comprehensive
income.
Company and subsidiaries are planning to dilute such investment in the near future or at
the latest on 30 June 2014 (Note 46).
b. PT Sido Muncul Pupuk Nusantara
The Company has investments in shares in PT Sido Muncul Pupuk Nusantara amounted to
Rp 60,000,000 (in Rupiah full amount) or equivalent to 10% of paid-up capital in
31 Juli 2013. The investment is classified as available-for-sale investments.
224
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/33
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
11. RESTRICTED FUNDS
31 December
2011
2010
see Notes
see Notes
2a, n, 44)
2013
2012
2a, n, 44)
Time deposit
PT Bank Central Asia Tbk
(31 December 2010: 50,400,000 Yen)
5,558
Restricted funds are related to the opening of the Letter of Credit on the purchase of wrapping
and packaging machinery to Topack Ltd.
Interest rates of time deposits of restricted fund have approximately 8% per annum range for
the year ended 31 December 2010.
12. PROPERTY, PLANT AND EQUIPMENT
31 July 2013
Beginning balanc e
1 Jan 2013
A dditional
Deduc tion
Ending balanc e
Correc tion
31 Jul 2013
A c quisition c ost
Direc t ow nership
Land
165,126
Building
117,356
Machine
1,888
23,000
142,126
119,244
343,492
252,123
91,749
380
Equipment
28,813
20,173
1,996
46,990
Vehicles
23,259
960
1,029
23,190
709
192
901
587,386
114,962
26,405
675,943
7,656
8,174
Office equipment
Subtotal
Construc tion-in-progress
Bulding
Machine and equipment
Sub total
Total A c quisition c ost
592
15,830
221
371
7,656
8,766
221
16,201
595,042
123,728
26,626
692,144
225
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/34
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
12. PROPERTY, PLANT AND EQUIPMENT (Continued)
31 July 2013
Beginning balanc e
1 Jan 2013
Deduc tion
Correc tion
31 Jul 2013
25,578
3,264
28,842
Machine
99,730
19,230
293
118,667
Equipment
18,717
2,895
862
20,750
9,049
1,659
839
9,869
174
112
286
153,248
27,160
178,414
Book V alue
441,794
Vehicle
Office equipment
1,994
513,730
Deduc tion
Correc tion
31 Dec 2012
A c quisition c ost
Direc t ow nership
Land
72,247
86,042
59
6,896
165,126
Building
78,316
17,831
219
21,428
117,356
Machine
214,957
37,166
Equipment
24,123
4,697
Vehicles
19,885
4,867
2,457
464
245
409,992
150,848
Office equipment
Sub total
252,123
28,813
964
23,259
2,742
709
29,288
587,386
964
(964)
13,626
22,354
(28,324)
424,582
173,202
Construc tion-in-progress
Bulding
Total A c quisition Cost
2,742
7,656
595,042
20,911
4,854
Machine
72,082
27,648
Equipment
15,956
2,765
8,636
2,304
2,013
29
145
Vehicle
Office equipment
187
-
25,578
99,730
18,717
122
9,049
174
122
117,736
Book V alue
306,846
226
37,716
(122)
2,204
153,248
441,794
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/35
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
12. PROPERTY, PLANT AND EQUIPMENT (Continued)
31 Dec ember 2011 (As restated, see Notes 2a, n, 44)
Beginning balanc e
1 Jan 2011
Deduc tion
Correc tion
66,992
31 Dec 2011
Ac quisition c ost
Direc t ow nership
Land
5,255
Building
76,069
Machine
72,247
2,247
78,316
37,308
214,957
147,119
41,209
10,679
Equipment
22,434
1,720
31
24,123
Vehicles
14,356
6,157
628
19,885
225
239
464
265,458
116,317
Office equipment
Sub total
11,338
39,555
409,992
964
964
Construc tion-in-progress
Bulding
10,916
37,308
Sub total
48,224
4,957
314,646
121,274
4,957
-
(2,247)
(37,308)
13,626
(39,555)
11,338
424,582
20,911
13,626
16,949
3,962
Machine
60,435
20,761
9,114
72,082
Equipment
13,350
2,628
22
15,956
7,257
1,769
8,636
29
Vehicle
Office equipment
390
29
92
30
98,083
29,179
9,526
122
117,736
216,563
306,846
Deduc tion
Correc tion
31 Dec 2010
Ac quisition c ost
Direc t ow nership
Land
5,255
Building
69,071
518
Machine
5,255
6,480
76,069
133,814
13,305
147,119
Equipment
16,680
6,135
381
22,434
Vehicles
14,211
1,669
1,524
14,356
Office equipment
Sub total
225
239,031
227
21,852
1,905
225
6,480
265,458
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/36
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
12. PROPERTY, PLANT AND EQUIPMENT (Continued)
31 Dec ember 2010 (As restated, see Notes 2a, n, 44)
Beginning balanc e
1 Jan 2010
Deduc tion
Correc tion
31 Dec 2010
383
581
3,047
14,349
37,308
3,047
51,657
242,461
74,090
964
Construc tion-in-progress
Bulding
Machine and equipment
Sub total
Total A c quisition Cost
(6,480)
(6,480)
1,905
10,916
37,308
48,224
314,646
13,125
3,824
16,949
Machine
43,679
16,756
60,435
Equipment
11,400
2,324
374
13,350
6,168
1,493
404
7,257
Vehicle
Financ ial lease
Vehicle
Total accumulated depreciation
Book V alue
56
36
74,428
24,433
92
98,083
168,033
216,563
Depreciation expenses of property, plant and equipment for the 7 months period ended
31 July 2013 and 2012 and the years ended 31 December 2012, 2011 and 2010 are allocated to:
31 Dec ember
31 July
2012
2013
Cost of goods sold (Note 28)
(unaudited)
2012
2011
2010
(A s restated,
(A s restated,
see Notes
see Notes
2a, n, 44)
2a, n, 44)
24,225
15,076
36,679
28,140
22,933
850
268
458
492
497
2,085
4,211
579
547
1,003
27,160
19,555
37,716
29,179
24,433
228
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/37
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
12. PROPERTY, PLANT AND EQUIPMENT (Continued)
Gains on sale of property, plant and equipment during the seven months period ended
31 July 2013 and 2012 and the years ended 31 December 2012, 2011 and 2010 are as follows:
31 December
31 July
2012
2013
Sales proceed
Book value
(unaudited)
2012
2011
2010
(As restated,
(As restated,
see Notes
see Notes
2a, n, 44)
2a, n, 44)
33,429
2,518
3,984
911
(24,411)
(538)
(1,811)
(719)
9,018
1,980
2,173
192
As of 31 July 2013, 31 December 2012, 2011 and 2010, all of property, plant and equipment are
insured against fire, theft and other losses under a certain policy package with a sum insured
amounted to Rp 318,857, Rp 576,067, Rp 131,443 and Rp 196,828, respectively. Management
believes that the insurance coverage is adequate to cover possible losses on insured risks.
%DVHGRQPDQDJHPHQWs evaluation, there were no events or changes in circumstances indicate
an impairment of assets as of 31 July 2013, 31 December 2012, 2011 and 2010.
As of 31 July 2013 and 31 December 2012, the Company and its subsidiaries have 29 plots of
land covering an area of 324,494 m2, as of 31 December 2011 and 2010, the Company and its
subsidiaries have 11 plots of land covering an area of 156,951 m2. All of lands are registered on
behalf of PT Industri Jamu dan Farmasi Sido Muncul and its subsidiaries.
As of 31 July 2013, 31 December 2012, 2011 and 2010, most of property, plant and equipment
which assets are pledged to the PT Bank Ekonomi Raharja Tbk, PT Bank Central Asia Tbk: Land,
Buildings, and Machines (Note 14).
In 2013, the Company and its subsidiaries conduct a review of the useful lives of property,
plant and equipment, and there is no change in the useful lives of property, plant and
equipment that need to be done.
229
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/38
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
12. PROPERTY, PLANT AND EQUIPMENT (Continued)
Appraisal of property, plant and equipment of PT Industri Jamu dan Farmasi Sido Muncul
Property, plant and equipment are assessed by KJPP Benedictus Darmapuspita dan Rekan
through Report File No. BDR 2013-0384/A1-A4, B1-B4.C dated 19 September 2013.
The details of summary report assessment result are as follow:
PT Industri Jamu dan Farmasi Sido Muncul
Properti
Market value
Land
205,623
205,623
292,103
256,663
342,710
209,424
5,591
5,591
14,445
14,445
860,472
691,746
Heavy equipment
Vehicle and supporting tools
Total
PT Muncul Mekar
Properti
18,555
Market value
18,555
100
45
Vehicle
4,960
4,960
Total
23,614
23,560
Building
Market value
289
266
50,511
47,212
Total
50,800
47,478
230
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/39
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
13. OTHER NON CURRENT ASSETS
31 December
2011
2010
(As restated, (As restated,
see Notes
see Notes
31 July
2013
Intangible assets - Net
2012
2a, n, 44)
186
118
Others
32
32
Total
218
150
2a, n, 44)
179
139
324
179
463
The above mentioned intangible assets are software owned by subsidiary, PT Muncul Mekar.
31 July 2013
Beginning
Ending
Additional
balanc e
Deduc tion
balanc e
Ac quisition value
242
109
351
Ac c umulated amortization
124
41
165
Book value
118
186
31 Dec ember 2012
Beginning
Ending
balanc e
Ac quisition value
242
Ac c umulated amortization
63
Book value
Additional
Deduc tion
242
124
61
balanc e
179
118
Ending
Additional
balanc e
Ac quisition value
balanc e
148
94
242
54
63
Ac c umulated amortization
Book value
Deduc tion
139
179
Ending
Additional
Deduc tion
balanc e
Ac quisition value
148
148
Ac c umulated amortization
Book value
231
139
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/40
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
13. OTHER NON CURRENT ASSETS (Continued)
7KH&RPSDQ\DQGLWVVXEVLGLDULHVPDQDJHPHQWEHOLHYHWKat there is no significant difference
between the fair value of property, plant and equipment and its carrying amount.
Amortization expense on intangible assets for the seven month period ended 31 July 2013 and
the years ended 31 December 2012, 2011 and 2010 amounting to Rp 41, Rp 61, Rp 54 and Rp 9
are charged to general and administrative expenses.
14. SHORT-TERM BANK LOANS
31 December
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
70,000
Loan overdraft
42,339
298,751
-
Total
112,339
46
139
298,797
139
232
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/41
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
14. SHORT-TERM BANK LOAN (Continued)
PT Bank Central Asia Tbk (Continued)
Collateral for the credit facility are as follow:
1. Three plots of land on Jl. Raya Kaligawe KM 3, Semarang, Central Java, registered on behalf
of Desy Sulistio Hidayat, Irwan Hidayat, Jonatha Sofyan Hidayat, Johan Hidayat, Sandra
Linata Hidajat and Rudy (David) Hidayat;
2. A plot of land on Jl. Cipete Raya No. 81, South Jakarta, DKI Jakarta, registered on behalf of
Irwan Hidayat;
3. A plot of land on Jl. Cipete Raya No. 78, South Jakarta, DKI Jakarta, registered on behalf of
Desy Sulistio Hidayat;
4. A plot of land on Jl. Pratama Desa Benoa, Kuta, Badung, Bali, registered on behalf of
PT Hotel Candi Baru;
5. A plot of land on Bergas Kidul Distric, Semarang, registered on behalf of PT Industri Jamu
dan Farmasi Sido Muncul;
6. Five plots of land on Muktiharjo, Semarang, registered on behalf of PT Industri Jamu dan
Farmasi Sido Muncul;
7. Fifteen plots of land on Diwak Distric and Bergas Kidul Distric, Semarang, registered on
behalf of PT Industri Jamu dan Farmasi Sido Muncul;
8. A plot of land on Bergas Kidul Distric, Semarang, registered on behalf of PT Industri Jamu
dan Farmasi Sido Muncul; and
9. Machineries including tools and equipment in Ngempon Distric, Bergas Kidul, Semarang.
During the loan has not yet been repaid, the Company is prohibited to e.g share their dividends
to the shareholders (if the Company financial condition is not met with the established
financial covenant), as long as its loan is not settled. Such term and condition are not prevailed
if the Company has been Go Public.
As of 31 July 2013, for the Local Credit Facility (Bank Statement) with a maximum limit of
Rp 200,000 million, the balance of unused credit facilities amounted to Rp 157,661 million. This
credit facility bears interest rate of 8.5% per annum paid on the 1st of each month and will be
due on 16 November 2013.
On July 31, 2013, for the Time Revolving Loan Facility with a maximum limit of Rp 300,000, the
Company has already drawn at Rp 70,000. This credit facility will be paid at the latest than
19 December 2013 and will mature on 21 December 2013.
As of 31 July 2013, the Company has not used Omnibus Letter of Credit (L/C) Facility, which
consists of Sight L/C and Usance L/C with a maximum of Rp 20,000 million. Omnibus L/C
facility will be due on 16 November 2013.
233
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/42
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
14. SHORT-TERM BANK LOAN (Continued)
PT Bank Central Asia Tbk (Continued)
The Things That Must be Done by Debtor
Loans above have to meet the requirements below:
a. The entire Joint borrower Debtor credit facilities, cross default and cross collateral with all
facilities of PT Hotel Candi Baru and this conditions may be revoked after the entire
facilities of PT Hotel Candi Baru has been settled;
b. Purchase transaction of shares of PT Muncul Mekar and PT Semarang Herbal Indo Plant; as
well as additional paid-in capital on behalf of the Debtor in minimum of Rp 800,000 million
should be reflected in the Audited Financial Statements of the Debtor in 2012;
c. As a minimum 99% of shares of PT Muncul Mekar and PT Semarang Herbal Indo Plant must be
owned by Debtor;
d. Debtor required to maintain its majority ownership by HidayatV)DPLO\ZLWKDPLQLPXPRI
75% of shares either directly or indirectly;
e. 0RVWRIWKH'HEWRUVILQDQFLDODFWLYities is centered at BCA;
f. 'HEWRU UHTXLUHG WR VXERUGLQDWH VKDUHKROGHUV RU DIILOLDWHGV ORDQ (in current period or
future) toward loans at BCA;
g. Debtor required to insure collateral on insurance carrier which accepted by BCA on
minimally all risk property included force majeure with BCA Bankers Clause;
h. Requirement WRPDLQWDLQLWVILQDQFLDOFRYHQDQWRQ'HEWRUVTXDUWHUO\ILQDQFLDOVWDWHPHQWV
as follows:
Current Ratio with minimum of 1.5 times (Definition of Current Assets and Current
Liabilities in accordance with Audited Financial Statements);
Debt/Equity Ratio with maximum of 2 times;
EBITDA (Interest + Installment) with minimum 2.5 times;
Requirement to submit:
i. Consolidated Financial Statements for the period of 2010 and 2011 audited by
Independent Public Accountant which accepted by BCA at the latest date of
31
March 2013;
ii. Audited Financial Statement for the period of 2012 and so on(parent only version and
consolidated) not later than 180 (one hundred eighty) days of calendar after closing
date;
iii. Quarterly Internal Financial not later than 90 (ninety) days of calendar since the
reporting date;
iv. Appraisal report made by an Independent Appraiser accepted by BCA for a 2 years
minimum.
234
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/43
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
14. SHORT-TERM BANK LOAN (Continued)
PT Bank Central Asia Tbk (Continued)
The Things That Must Not be Done by Debtor:
a. Gains additional loans from bank or other Financial Institutions and committed itself as
underwriter/guarantor in any form or any name;
b. Sells, releases or collateralizes immovable principal assets or principal assets used to
conduct its business;
c. Transfers all patent brands, goodwill owned directly and indirectly;
d. Shares dividend distribution to shareholders (this clause is not valid if the debtor has done
its Initial Public Offering);
e. Lends money to third parties (outside the group of business); except to perform the daily
business;
f. Conducts transactions with someone or some parties including but not limited to affiliates in
a different way or beyond existing practices and habits;
g. Conducts investments, inclusions or starts a new business other than the existing business;
h. Conducts merger, segregation, consolidation, acquisition or liquidation;
i. Changes institutional status and articles of association.
The Company has complied with all financial covenants in the consolidated financial
statements as at 31 July 2013.
Based on Lending Notice (SPPK), No. 10037/GBK/2013 dated 30 January 2013 issued by PT Bank
Central Asia Tbk, explained that the provisions on institutional change became public company
status has been approved and deleting provisions regarding dividend restrictions.
PT Bank Ekonomi Raharja Tbk
Based on Notarial deed of Mrs. Angelique Tedjajuwana, S.H., No. 31 dated 19 February 1997,
the Company obtained a short-term bank loan of PT Bank Ekonomi Raharja Tbk of Acceptance
Loan facility. The agreement has been amended several times, most recently is Recognition of
Debt Conversion Agreement No. 3 dated 1 September 2004 by Notary S.Y. Judiastuti, S.H., and
amended by a letter of credit extension amendment PT Bank Ekonomi Raharja Tbk,
No: 80100096/PRK-PA dated 19 February 2009, Loan Acceptance facility (LA) with a limit of
Rp 4,500 and Loan Overdraft facility (LO) Rp 500 with term loan facility dated 19 February 2009
until 19 February 2010. On the loan charged interest at 9.75% per annum.
235
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/44
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
15. TRADE PAYABLES
Trade payables mainly represent liabilities for purchase of raw materials and finished goods
from some local and overseas suppliers, purchases of goods, advertising and promotion, as well
as other services.
a. Details of trade payables based on supplier are as follows:
31 December
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
Third parties
PT DNP Indonesia
9,863
20,447
18,184
8,546
PT Indesso Niagatama
9,457
PT Hokiwan Farma
9,423
14,829
17,733
11,279
5,765
10,168
2,627
PT Nutrasweet Indonesia
8,325
10,865
8,912
5,637
4,976
2,562
3,851
4,381
4,169
1,087
Naturoz
3,695
2,786
1,185
-
PT M ane Indonesia
3,652
5,417
3,792
2,099
3,439
7,799
5,767
6,565
PT M enjangan Sakti
3,472
17,192
2,223
14,291
3,156
8,365
16,843
2,511
Rachmad
2,749
1,239
2,440
1,460
PT Karsavicta Satya
2,665
2,132
2,322
1,812
Yanuar Susanto
2,345
1,505
CV Bhakti Pratama
2,139
5,012
1,182
Samudra M ontaz
1,978
1,116
1,697
1,850
2,413
Signa Husada
1,796
1,108
CV Sukses M akmur
1,522
Lili
1,487
1,320
PT Nusa Indah
1,272
CV Surya Kencana
1,262
1,239
1,290
87,463
117,587
Carried forward
236
1,576
1,317
2,821
2,196
98,339
62,208
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/45
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
15. TRADE PAYABLES (Continued)
a. Details of trade payables based on supplier are as follows:
31 December
2011
2010
2012
87,463
see Notes
see Notes
2a, n, 44)
2a, n, 44)
117,587
98,339
62,208
1,087
Indolakto
1,055
963
1,054
1,382
1,356
801
2,957
Hendriyanto
778
1,450
PT Lautan Luas
658
1,394
248
PT Brenntag
1,277
-
1,294
1,288
1,187
6,358
Pancaran Niaga
1,132
CV Sido M ulyo
3,137
Agus Kristanto
1,819
PT Pajasama Sakti
17,687
59,657
21,780
13,213
110,740
192,776
124,174
84,324
31,139
14,320
155,313
98,644
Sub-total
1,405
Related party:
PT M uncul Putra Offset (Note 25)
15,095
Total
125,835
192,776
Nature of the relationships and transactions between the Company and its subsidiaries with
related parties are described in Notes 2b and 25.
Trade payables are not guaranteed, are not interest bearing and are generally subject to
the terms of payment between 1 day to 60 days.
237
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/46
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
15. TRADE PAYABLES (Continued)
Trade payables denominated in the following currencies:
31 Desember
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
4,190
76,921
67,085
49,149
Euro
41
1,929
1,023
619
Singapore Dollar
18
137
119
380
Hongkong Dollar
Japan Yen
96
437
31 July
2013
31 December
2011
2010
(As restated, (As restated,
see Notes
see Notes
2a, n, 44)
2a, n, 44)
2012
Third Parties
Sales guarantee
10,175
35,200
5,505
Outlet bonus
2,763
119
Jamsostek
E & E Verfahrenstechnik GmbH
135
430
3,872
3,088
12,716
100
1,248
21,537
48,041
235
5,554
Related parties
Shareholder
Dessy Sulistio Hidayat
3,489
14,366
Irwan Hidayat
698
2,874
Johan Hidayat
698
2,874
Sofyan Hidayat
698
2,874
698
2,874
10,094
12,570
1,707
1,009
856
1,203
Sub-total
18,082
39,441
856
1,203
Total
39,619
87,482
1,091
6,757
David Hidayat
PT M uncul Armada
Debt to related parties are in the normal order of business transactions (arm's length) and no
imposition of interest.
238
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/47
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
16. OTHER PAYABLES (Continued)
Shareholders
Especially is payable to David Hidayat (shareholders) in connection with the purchase building
amounting to Rp 9,396 in 2012.
Is royalty payable to shareholders amounting to Rp 6,979 and Rp 28,736 on 31 July 2013 and
31 December 2012.
PT Muncul Armada Raya
Is payable to MM which arise in connection with the use of transportation services.
17. TAXATION
a. Prepaid taxes
31 December
2011
2010
see Notes
see Notes
2012
2a, n, 44)
2a, n, 44)
The Company
Income Tax Article 28A
2009
569
2010
604
2011
826
1,999
Sub-total
Subsidiaries
Value-Added Tax
1,585
943
637
637
2011
32
32
32
2012
471
471
Sub-total
503
1,140
2,254
1,580
2,502
1,140
2,254
1,580
Total Consolidated
239
637
-
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/48
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
b. Tax Payable
Corporate Income Tax
31 December
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
9,748
4,695
464
1,491
22,462
155,124
100,957
111,482
Total
32,210
159,819
101,421
112,973
8,838
4,246
1,058
13,199
31 December 2012
722
53,424
31 December 2011
52,715
54,828
31 December 2010
32,399
37,399
88,135
31 December 2009
8,633
8,633
22,318
22,759
151,417
100,860
111,511
910
449
464
433
Sub-total
Subsidiaries
Income Tax Article 25
Income Tax Article 29
31 July 2013
8,440
31 December 2012
11
7,863
31 December 2011
58
58
65
31 December 2010
32
32
32
31 December 2009
Sub-total
Corporate Tax Payable - Consolidated
240
1,029
9,451
8,402
561
1,462
32,210
159,819
101,421
112,973
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/49
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
b. Taxes payable (Continued)
Other Tax Payable
31 December
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
Consolidated
Value-Added Tax - Output
8,459
4,485
7,065
1,245
4,231
2,165
43
34
38
1,481
284
78
8,409
8,389
1,967
-
128
57
-
61,168
54
19,886
Total
11,590
78,327
9,396
30,353
7,698
1,401
6,314
8,389
830
3,447
1,350
1,501
The Company
Value-Added Tax - Output
Income Tax Article 21
Income Tax Article 22
43
34
38
1,444
8,366
102
122
78
30
-
55,938
54
19,886
Sub-total
10,215
69,186
7,804
761
3,084
751
415
784
815
29,860
Subsidiaries
37
162
Sub-total
Total Other Tax Payable - Consolidated
241
43
5,230
466
26
27
1,375
9,141
1,592
493
11,590
78,327
9,396
30,353
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/50
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
c. Calculation of income tax
Reconciliation between profit before income tax, as shown in the consolidated statements
of comprehensive income, and estimated income tax for the seven months period ended
31 July 2013 and 31 July 2012 (unaudited) and the years ended 31 December 2012, 2011 and
2010 are as follows:
31 July
31 December
2011
2010
(Unaudited)
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
279,828
254,635
513,621
455,044
339,191
(59,629)
(31,858)
(70,196)
(20,315)
(20,103)
220,199
222,777
443,425
434,729
319,088
Fiscal Correction
Timing difference
Depreciation
(765)
1,355
Employment of benefit
Payment of retirement fund
2,553
-
2,614
-
980
-
3,927
5,899
10,114
6,706
(10,283)
(12,346)
(20,200)
(22,072)
(435)
(568)
(973)
(3,998)
(6,201)
(5,713)
(8,506)
(16,750)
1,302
-
8,956
9,936
Permanent difference
Tax expense and tax pinalty
37,029
Inventory write-off
1,577
Charity expenses
1,242
26
852
11,502
72,471
1,253
2,860
Other expenses
309
418
Plant cultivation
309
Entertainment
41
23
133
443
(399)
(3,053)
(5,362)
(10,885)
(6,334)
Rent revenue
(360)
(630)
(687)
(1,363)
(9,006)
308
(1,754)
(1,754)
31,160
(3,624)
(4,580)
1,862
67,540
24,959
(9,337)
(13,086)
(14,888)
77,476
245,158
213,440
430,339
419,841
396,564
242
383
269
-
2,497
-
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/51
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
c. Calculation of income tax (Continued)
Provision for income tax expenses and income tax payable for the seven months period
ended 31 July 2013 and 31 July 2012 and the years ended 31 December 2012, 2011 and 2010
are as follows:
31 July
31 December
2011
2010
245,158
(Unaudited)
213,440
2012
430,339
see Notes
see Notes
2a, n, 44)
2a, n, 44)
419,841
396,564
61,289
53,360
Year 2012
: 25% x Rp 430,339
Year 2011
: 25% x Rp 419,841
Year 2010
: 25% x Rp 396,564
Sub-total
61,289
53,360
107,585
104,961
99,141
Subsidiaries
13,953
8,266
16,441
5,544
5,657
75,242
61,626
124,026
110,505
104,798
127
107,585
104,961
-
99,141
Less:
Prepaid tax
The Company
Income Tax Article 22
94
508
676
14
14
18
12
48,090
28,161
53,638
49,439
10,867
48,090
28,269
54,160
50,133
11,006
13,199
25,091
53,425
54,828
88,135
8,440
36,535
7,863
65
1,029
21,639
61,626
61,288
54,893
89,164
Subsidiaries
7 month period and current year
Estimated Income Tax Payable
Article 29 - Consolidated
Estimated taxable income of the company for the years 2012, 2011 and 2010 as stated
above, has differences to those reported in the tax return in 2012, 2011 and 2010 due to the
correction of the cost of goods sold and operating expenses.
243
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/52
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
d. Deffered Tax
Deffered tax of assets (liabilities) arising from temporary differences between income and
expense, recognized in commercial and taxation, are as follows:
31 Dec ember
(Charged)
(Charged)
c redited to
c redited to
2011
c onsolidated
c onsolidated
(A s restated,
statements of
statements of
see Notes
c omprehensive
31 Dec ember
c omprehensive
31 July
2a, n, 44)
inc ome
2012
inc ome
2013
The Company
A ssets/ (liabilities) Deferred Tax
Allowance for doubtfull account
402
Depreciation
898
638
402
(63)
339
1,536
(191)
1,345
Employee benefit
4,687
(2,765)
1,922
(1,698)
224
Total Company
5,987
(2,127)
3,860
(1,952)
1,908
1,095
70
1,165
(419)
746
Total Consolidated
7,082
(2,057)
5,025
(2,371)
2,654
Subsidiary
(Charged)
(Charged)
c redited to
31 Dec ember
c redited to
c onsolidated
2010
c onsolidated
31 Dec ember
2011
statements of
(A s restated,
statements of
(A s restated,
31 Dec ember
c omprehensive
see Notes
c omprehensive
see Notes
2009
inc ome
2a, n, 44)
inc ome
2a, n, 44)
The Company
A ssets/ (liabilities) Deferred Tax
Allowance for doubtfull account
Depreciation
402
-
402
402
245
245
653
898
Employee benefit
7,288
2,239
9,527
(4,840)
4,687
Total Company
7,690
2,484
10,174
(4,187)
5,987
1,220
292
1,512
(417)
1,095
Total Consolidated
8,910
2,776
11,686
(4,604)
7,082
Subsidiary
244
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/53
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
e. Tax Administration
The Company
For the year ended 31 December 2010
In 2010, the Company has received the results from tax audit in Tax Assessment Letter (TAL)
for year book 2008, with the following details as follows:
No.
Number TAL
Date
Type of TAL
1.
00294/207/08/511/10
7 July 2010
SKPKB PPN
2.
00295/207/08/511/10
7 July 2010
SKPKB PPN
3.
00296/207/08/511/10
7 July 2010
SKPKB PPN
4.
00018/206/08/511/10
7 July 2010
SKPKB PPh
Corporate
5.
00162/203/08/511/10
7 July 2010
SKPKB PPh
Article 23
6.
7.
8.
9.
10.
11.
12.
13.
14.
00286/207/08/511/10
00287/207/08/511/10
00290/207/08/511/10
00291/207/08/511/10
00287/207/08/511/10
00288/207/08/511/10
00289/207/08/511/10
00292/207/08/511/10
00293/207/08/511/10
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
SKPKB PPN
SKPKB PPN
SKPKB PPN
SKPKB PPN
SKPKB PPN
SKPKB PPN
SKPKB PPN
SKPKB PPN
SKPKB PPN
Tax Period
September
2008
October 2008
November
2008
Year 2008
January
December
2008
January 2008
February 2008
May 2008
June 2008
February 2008
March 2008
April 2008
July 2008
August 2008
Total
373,372,592
658,695,202
694,270,083
13,693,414,614
47,207,126
316,431,608
505,196,086
469,074,784
370,268,483
529,456,880
597,170,985
494,665,586
596,896,220
539,898,319
The Company has been booked Tax Assessment Letter into tax payable on 31 December 2010
and it has been fully paid on May and September 2011.
245
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/54
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
e. Tax Administration (Continued)
PT Muncul Mekar - Subsidiaries
For the year ended 31 December 2010
In 2010, the Company received Tax Assessment Letter and Tax Collection Letter from tax
audit for year book 2008 with the following details as follows:
No.
Type of Tax
1.
Value-Added Tax
2.
Value-Added Tax
3.
4.
5.
6.
7.
8.
Value-Added
Value-Added
Value-Added
Value-Added
Value-Added
Value-Added
9.
Value-Added Tax
10.
Value-Added Tax
11.
Value-Added Tax
12.
Value-Added Tax
Tax
Tax
Tax
Tax
Tax
Tax
Tax Period
January
2008
February
2008
March 2008
April 2008
May 2008
June 2008
July 2008
August 2008
September
2008
October
2008
November
2008
December
2008
246
Underpayment Tax
Assessment Letter
Date
00310/207/08/511/10
7 July 2010
1,842,096
00311/207/08/511/10
7 July 2010
1,938,222
00312/207/08/511/10
00312/207/08/511/10
00314/207/08/511/10
00315/207/08/511/10
00316/207/08/511/10
00317/207/08/511/10
7
7
7
7
7
7
July 2010
July 2010
July 2010
July 2010
July 2010
July 2010
2,019,592
1,923,982
3,044,882
13,830,736
16,006,473
6,288,759
00318/207/08/511/10
7 July 2010
36,578,670
00319/207/08/511/10
7 July 2010
1,349,016
00320/207/08/511/10
7 July 2010
1,327,319
00321/207/08/511/10
7 July 2010
34,551,158
Total
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/55
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
e. Tax Administration (Continued)
PT Muncul Mekar Subsidiaries (Continued)
No.
Type of Tax
Tax Period
13.
Income Tax
14.
Income Tax
Article 21
15.
Income Tax
Article 23
Year 2008
January
December
2008
January
December
2008
Underpayment Tax
Assessment Letter
Date
Total
00020/206/08/511/10
7 July 2010
803,287,128
00041/201/08/511/10
7 July 2010
1,584,741
00164/203/08/511/10
7 July 2010
209,912,805
Type of Tax
Tax Period
Date
Total
1.
2.
3.
4.
5.
6.
7.
8.
Value-Added Tax
Value-Added Tax
Value-Added Tax
Value-Added Tax
Value-Added Tax
Value-Added Tax
Value-Added Tax
Value-Added Tax
00175/107/08/511/10
00176/107/08/511/10
00177/107/08/511/10
00178/107/08/511/10
00179/107/08/511/10
00180/107/08/511/10
00181/107/08/511/10
00182/107/08/511/10
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
7 July 2010
184,210
193,822
201,959
192,398
304,488
1,383,074
2,192,668
873,439
9.
Value-Added Tax
00183/107/08/511/10
7 July 2010
5,151,925
10.
Value-Added Tax
January 2008
February 2008
March 2008
April 2008
May 2008
June 2008
July 2008
August 2008
September
2008
October 2008
00184/107/08/511/10
7 July 2010
192,717
247
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/56
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
e. Tax Administration (Continued)
PT Muncul Mekar - Subsidiaries (Continued)
Tax Collection Letter (Continued)
No.
Type of Tax
11.
Value-Added Tax
12.
Value-Added Tax
Tax Period
November
2008
December
2008
Date
Total
00185/107/08/511/10
7 July 2010
192,451
00186/107/08/511/10
7 July 2010
5,081,053
In 2010, the Company received Tax Assessment Letter and Tax Collection Letter from tax
audit for the year ended 2009 with the following details as follows:
No.
1.
2.
Type of Tax
Tax Period
Income Tax
Article 21
Income Tax
Article 21
December
2009
January March 2010
Date
Total
00071/101/09/511/10
9 July 2010
13,152,299
00011/101/10/511/10
9 July 2010
1,293,120
All of Underpayment Tax Assessment Letter and Tax Collection Letter has been paid in
August 2010.
PT Semarang Herbal Indoplant
For the 7 months period ended 31 July 2013
Based on the Decision Letter of the Director General of Taxation dated 4 January 2013
No: KEP-00002.PPh/WPJ.10/KP.10003/2013, the Company has received Payment of Returns
Income Tax Excess in 2010 amounted to Rp 636,870,000 (in Rupiah full amount).
Overpayment is compensated amounted to Rp 827,320 to pay a number of tax payable
against the Underpayment Tax Assessment Letter No. 00071/201/10/511/12 period of
January to December 2010 amounted to Rp 318,200 (in Rupiah full amount) and
Underpayment Tax Assessment Letter No. 00141/203/10/511/12 amounted to Rp 509,120
(in Rupiah full amount). Refunding of Rp 636,042,680 (in Rupiah full amount). The Income
Tax Article 28A is a tax overpayment of corporate income SHIP amounting to Rp 471 and
Rp 32 in 2012 and 2011. As of the reporting date, the overpayment has not received SHIP.
For the year ended 31 December 2012
As of 20 April 2012, the Company received Overpayment Tax Assessment Letter ValueAdded Tax Goods and Services No. 00009/407/10/511/12 for tax period December 2010
amounted to Rp 1,376,710,256 (in Rupiah full amount).
248
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/57
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
17. TAXATION (Continued)
e. Tax Administration (Continued)
As of 16 July 2012, the Company received Overpayment Tax Assessment Letter - ValueAdded Tax Goods and Services No. 00016/407/11/505/12 for tax period December 2011
amounted to Rp 207,950,538 (in Rupiah full amount).
Based on Excess Tax Payment Letter No. 511-0080-2012 dated 7 May 2012, the Company has
received a refund of an overpayment of Value-Added Tax in 2010 of Rp 1,376,710,256
(in Rupiah full amount) through PT Bank Central Asia Tbk, Semarang Pemuda Branch on
10 May 2012.
Based on Excess Tax Payment Letter No. 505-0032-2012 dated 8 August 2012, the Company
has received a refund of a Value-Added Tax overpayment in December 2011 for
Rp 207,950,538 (in Rupiah full amount) through PT Bank Central Asia Tbk, Semarang Pemuda
Branch on 15 August 2012.
As of 20 December 2012, the Company has received Underpayment Tax Assessment Letter of
Income Tax Article 23 No. 00043/406/10/511/12 from Tax Office Semarang Associate which
establishes Overpayment of Income Tax in 2010 amounted to Rp 636,870,000 (in Rupiah full
amount).
As of 20 December 2012, the Company received Underpayment Tax Assessment Letter of
Income Tax Article 23 No. 00141/203/10/511/12 period November 2010 amounted to
Rp 509,120 (in Rupiah full amount) and receive Underpayment Tax Assessment Letter of
Income Tax Article 21 No. 00071/201/10/511/12 period January to December 2010
amounted to Rp 318,200 (in Rupiah full amount).
18. ACCRUED EXPENSES
31 December
2011
2010
2012
384
Shipping
Salaries expenses
606
Audit fees
391
Freight expenses
465
Total
1,846
249
see Notes
see Notes
2a, n, 44)
2a, n, 44)
19,041
55,499
391
-
17,016
802
58
19,440
55,508
17,876
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/58
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
19. LONG-TERM BANK LOAN
31 December
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
83
500
500
83
583
583
1,083
Total
83
250
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/59
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
19. LONG-TERM BANK LOAN (Continued)
Subsidiaries (Continued)
PT Muncul Mekar (Continued)
- Land and building located at Jl. Sultan Hasanudin Km 39 Mekarsari, Tambun (South Tambun),
Bekasi, West Java, in accordance with Right of Building Certificate No. 2543/Mekarsari dated
10 January 1995, covering area of 5,600 m, registered on behalf of PT Muncul Mekar
domiciled di Semarang, which has been attributed with Mortage Right Rate I (First) amounted
to Rp 4,236 (Four billion two hundred and thirty-six million Rupiah) based on Deed of
Provision of Mortage No. 15/2006 dated 21 April 2006 and Certificate of Mortage No. 15/2006
dated 21 April 2006 and Certificate of Mortage No. 1393/2006 dated 27 April 2006, as a
collateral of Term Loan Principle (TLP) amounted to Rp 4,000 .
20. SALES ADVANCE
31 December
2011
2010
2012
694
960
see Notes
see Notes
2a, n, 44)
2a, n, 44)
35,246
179
2010
see Notes
see Notes
2a, n, 44)
2a, n, 44)
2013
2012
53
75
243
Total
57
318
251
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/60
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
21. FINANCIAL LEASE LIABILITES (Continued)
Based on lease agreement with an option right for a motor vehicle No: L10G01722A dated
16 July 2010, the Company obtained a facility in form of financial lease from PT Orix Indonesia
Finance with a value of Rp 192,800,000 (in Rupiah full amount), with term facility lease for
3 years starts from 16 July 2010 until 16 June 2013. The Company paid the installments for this
facility amounted to Rp 12,613,000 (in Rupiah full amount) per month for the first year,
Rp 4,740,000 (in Rupiah full amount) per month for the second year and Rp 365,000 (in Rupiah
full amount) per month for the third year and charged a flat rate of 4.0031% per annum.
Based on lease agreement with an option right for a motor vehicle No: L10G01560A dated
16 August 2010, the Company obtained a facility in form of financial lease from
PT Orix Indonesia Finance with a value of Rp 272,000,000 (in Rupiah full amount), with term
facility lease for 3 years starts from 25 June 2010 until 25 May 2013. The Company paid the
installments for this facility amounted to Rp 17,794,000 (in Rupiah full amount) per month for
the first year, Rp 6,687,000 (in Rupiah full amount) per month for the second year and
Rp 515,000 (in Rupiah full amount) per month for the third year and charged a flat rate of
4.0022% per annum.
Agreements of financial lease acquired subsidiaries require some restrictions on subsidiaries to
transfer ownership and change the form assets. Each financial lease is also secured by the
relevant assets (Note 12).
As of 31 July 2013, 31 December 2012, 2011 and 2010, the Company and its Subsidiaries have
complied all requirements of financial lease as disclosed in this Note.
22. LOAN TO SHAREHOLDERS
The Company has a loan to shareholders as follows:
31 December
31 July
2013
2012
2011
2010
(As restated,
(As restated,
see Notes
see Notes
2a, n, 44)
2a, n, 44)
218,251
194,427
Irwan Hidayat
7,549
8,121
Sofyan Hidayat
7,418
8,121
Johan Hidayat
7,418
8,121
7,418
8,121
David Hidayat
4,844
8,121
Total
252,898
235,032
252
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/61
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
22. LOAN TO SHAREHOLDERS (Continued)
These loans are used for operations, business development and expansion as well as investment
in associates. These loans are interest free, unrestricted and does not have a time period for
repayment.
23. SHARE CAPITAL
As of 31 July 2013, 31 December 2012, 2011 and 2010, the composition of shareholders and its
ownership are as follow:
31 July 2013
Number of
Shareholder
Desy Sulistio Hidayat
Percentage of
shares issued
Amount
Ownership
(full amount)
( Rp )
(% )
6,750,000,000
675,000
50%
Irwan Hidayat
1,350,000,000
135,000
10%
Sofyan Hidayat
1,350,000,000
135,000
10%
Johan Hidayat
1,350,000,000
135,000
10%
1,350,000,000
135,000
10%
David Hidayat
1,350,000,000
135,000
10%
13,500,000,000
1,350,000
100%
Total
31 December 2012
Number of
Shareholder
Percentage of
shares issued
Amount
Ownership
(full amount)
( Rp )
(% )
565,000
565,000
50%
Irwan Hidayat
113,000
113,000
10%
Sofyan Hidayat
113,000
113,000
10%
Johan Hidayat
113,000
113,000
10%
113,000
113,000
10%
David Hidayat
113,000
113,000
10%
1,130,000
1,130,000
100%
Total
253
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/62
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
23. SHARE CAPITAL (Continued)
31 December 2011, 2010
Number of
Shareholder
Desy Sulistio Hidayat
Percentage of
shares issued
Amount
Ownership
(full amount)
( Rp )
(% )
18,000
18,000
50%
Irwan Hidayat
3,600
3,600
10%
Sofyan Hidayat
3,600
3,600
10%
Johan Hidayat
3,600
3,600
10%
3,600
3,600
10%
David Hidayat
3,600
3,600
10%
36,000
36,000
100%
Total
Based on Deed of Decision of the &RPSDQ\V Shareholders No. 60 dated 27 December 2012,
made in presence of Dewikusuma, S.H., Notary in Semarang, the shareholders approved to:
Increase the Company authorized capital from Rp 100,000, consist of 100,000 (full amount)
shares with nominal value of Rp 1,000,000 (in Rupiah full amount) to Rp 1,130,000 consist of
1,130,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount).
Increase issued and paid-in capital from Rp 36,000 consist of 36,000 (full amount) shares
with nominal value of Rp 1,000,000 (in Rupiah full amount) to Rp 1,130,000 consist of
1,130,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount)
through deposit in cash which purposes for expansion, loans settlement and capital
fulfillment adequacy.
The increases in authorized capital, issued and paid-in capital above have been approved by
Minister of Law and Human Rights of the Republic of Indonesia No. AHU-04129.AH.01.02.
Year 2013 dated 4 February 2013.
Based on the Deed of Decision of the &RPSDQ\V Shareholders No. 12 dated 13 March 2013
made in presence of Dewikusuma S.H., Notary in Semarang, the shareholders approved to
increase the Company auhorized capital from Rp 1,130,000, consist of 1,130,000 (full amount)
shares with nominal value of Rp 1,000,000 (in Rupiah full amount) to Rp 4,500,000, consist of
4,500,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount).
These amendment has been approved by Law and Human Rights of the Republic of Indonesia
No. AHU-13746.AH.01.02.Year 2013 dated 18 March 2013.
254
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/63
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
23. SHARE CAPITAL (Continued)
Based on Deed of Amendment of GHFLVLRQRIWKH&RPSDQ\VVKDUHKROGHUV No. 23 dated 21 March
2013 made in presence of Dewikusuma, S.H., Notary in Semarang, the shareholders approved
to:
issue capital amounted to Rp 220,000, consist of 220,000 (full amount) shares with nominal
value of Rp 1,000,000 (in Rupiah full amount).
increase the issued and paid-in capital amounted to Rp 1,130,000 consist of 1,130,000 (full
amount) shares with nominal value of Rp 1,000,000 (in Rupiah full amount) to Rp 1,350,000,
consist of 1,350,000 (full amount) shares with nominal value of Rp 1,000,000 (in Rupiah full
amount) through deposit in cash which purposes for expansion, settlement loans, capital
adequacy and compliance.
The increases of authorized capital and paid-in capital above have been reported to Minister of
Law and Human Rights of the Republic of Indonesia No. AHU-AH.01.10-11347.
Based on Agreement Statement of Shareholders No. 53 dated 11 June 2013, made by Fathiah
Helmi, SH, Notary in Jakarta, the shareholders agreed among others:
Changes in the nominal value of shares of Rp 1,000,000 (full Rupiah) to Rp 100 (full Rupiah).
Approve the issuance of shares as much as 1,500,000,000 (full amount) shares of new shares
offered through public offering at par value of Rp 100 (in thousands of full).
The amandement of Article of Asociates have been approved by the Ministry of Law and Human
Right of Republic of Indonesia No. AHU-0058325.AH.01.09.Tahun 2013 dated 20 June 2013.
Mandatory Reserve
Limited Liability Company Law Act year 1995 as amended by Law No. 40/2007, requires
companies in Indonesia to eliminate a portion of its net income for the purpose of establishing
mandatory reserves of up to 20.0% of the total issued share capital. The Law does not set the
time period to achieve the minimum mandatory reserves. Until the completion date of the
consolidated financial statements, the Company has not established these reserves.
24. DIVIDEND
The Company
31 July 2013
Based on the decision of the shareholders dated 15 February 2013 and 15 March 2013, the
shareholders approved and ratified the payment of cash dividends amounting to Rp 112,300 and
Rp 38,000 were obtained from the net profit of the Company.
Total dividends declared for the period of 7 months ended on 31 July 2013 amounted to
Rp 150,300. Cash dividends declared and approved by the Company has been paid in the same
period.
255
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/64
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
24. DIVIDEND (Continued)
31 December 2012
Based on the decision of the shareholders dated 27 December 2012, the shareholders approved
and ratified the payment of cash dividends amounting to Rp 559,113 were obtained from the
net profit of the Company.
31 December 2011
Based on the decision of the shareholders dated 16 May 2011, 11 March 2011 and 2 February
2011, the shareholders approved and ratified the payment of cash dividends amounting to
Rp 100,000, Rp 30,000 and Rp 30,000 were obtained from the net profit of the Company.
Total dividends declared for the year ended on 31 December 2011 amounted to Rp 160,000.
Cash dividends declared and approved by the Company has been paid in the same period.
31 December 2010
Based on the decision of the Shareholders dated 12 July 2010, 10 September 2010, and
12 November 2010, the shareholders approved and authorize the distribution of a cash dividend
of Rp 16,666, Rp 50,000 and Rp 20,000 were obtained from the net income of the Company.
Cash dividends have been fully paid in the same period.
Subsidiaries
PT Muncul Mekar
31 December 2012
Based on the decision of the shareholders dated 15 February 2012 and 12 July 2012, the
shareholders approved and ratified the payment of cash dividends amounting to Rp 52,000 and
Rp 40,000 were obtained from the net profit of the subsidiary.
Total dividends declared for the year period ended on 31 December 2012 amounted to
Rp 92,000. Cash dividends declared and approved by the Company has been paid in the same
period.
31 December 2010
Based on the decision of the shareholders dated 20 October 2010, the shareholders approved
and ratified the payment of cash dividends amounting to Rp 10,000 were obtained from the net
profit of the subsidiary.
256
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/65
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
25. BALANCES AND TRANSACTIONS WITH RELATED PARTIES
The Company and its Subsidiaries conduct business and other transactions with related parties.
Significant transactions and balances with related parties are as follows:
a. Type of Relation and Transaction
Related parties
Relationship
Transaction
Printing service
2. PT M uncul Armada
Sales of goods
4. PT Gasindo
Operational loans
Operational loans
Rental
*On 31 December 2012 and 2011, PT Hotel Candi Baru is classified as associates entity. In 2013 the Company had
released its ownership of shares in PT Hotel Candi Baru hence PT Hotel Candi Baru on 31 July 2013 is no longer
classified as associates entity (see Note 9).
b. Transaction
Total
Percentage
For the seven months
Period ended
31 July
31 December
31 July
31 December
2011
2010
2011
(unaudited)
2012
notes
notes
2.a, n, 44)
2.a, n, 44)
2010
(unaudited)
2012
notes
notes
2.a, n, 44)
2.a, n, 44)
Revenue
Sales
PT Hotel Candi Baru
PT M uncul Armada Raya
76
254
27
-
97
50
830
12
-
0.01%
0.00%
0.41%
0.23%
0.02%
0.04%
0.06%
-
Rental Income
PT M uncul Putra Offset
Total
300
300
300
300
300
0.02%
0.02%
0.01%
0.01%
0.02%
630
327
397
1,180
312
0.05%
0.02%
0.42%
0.28%
0.08%
100,745
96,536
174,928
168,474
196,749
13.90%
13.90%
13.60%
14.00%
18.60%
10,644
11,438
18,538
16,704
12,044
0.10%
0.10%
0.20%
0.04%
415
410
1,338
1,480
1,337
0.01%
0.00%
0.02%
0.00%
108,384
228,611
Expenses
Packaging
PT M uncul Putra Offset
Freight and delivery
PT M uncul Armada Raya
Rental
PT Dasa Tri M anunggal
0.00%
Royalty
Shareholders
Total
19,597
131,401
33,807
257
186,658
210,130
2.35%
16.36%
14.00%
2.30%
16.12%
14.04%
18.60%
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/66
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
25. BALANCES AND TRANSACTIONS WITH RELATED PARTIES (Continued)
c. Balances
31 December
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
ASSETS
Current Assets
Trade receivables
314
212
Other receivables
144,727
665,454
180,564
Total Assets
145,041
665,454
180,776
31,139
14,320
856
1,203
LIABILITIES
Current Liabilities
Trade payables
15,095
Other payables
18,082
39,441
2,000
252,898
235,032
Total Liabilities
33,177
39,441
286,893
250,555
Non-Current Liability
Receivables from related parties arise mainly from sales transactions. Receivables do not
have collateral and interest. There is no provision for receivables from related parties.
Due to related parties arise mainly from purchases transaction. Other payable and loan to
related parties are not interest bearing and term of prepayment.
258
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/67
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
26. OTHER EQUITY COMPONENTS
31 December
2011
2010
see Notes
see Notes
2a, n, 44)
2a, n, 44)
898,680)
898,680)
64,000) (
64,000)
10,000) (
10,000)
15,000
957,680)
6,000
(
966,680)
899,749
899,749
109,049
109,049
1,008,798
1,008,798
51,118
42,118
899,749
899,749
899,749
109,049
109,049
109,049
1,008,798
1,008,798
1,008,798
PT M uncul M ekar
898,006
908,006
908,006
108,999
108,999
108,999
1,007,005
1,017,005
1,017,005
1,793)
8,207
8,207
1,793)
59,325
50,325
On 26 December 2012, the Company entered into a share purchase as many as 899,699 shares of
PT Muncul Mekar from Desy Sulistio Hidayat, Irwan Hidayat, Sofyan Hidayat, Johan Hidayat,
Sandra Linata Hidajat and David Hidayat, related parties. The difference between the
acquisition cost and the fair value of net assets acquired amounted to Rp 8,257 is presented as
Difference of Restructuring Transactions of Entities Under Common Control as part of the
equity (Note 2n).
259
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/68
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
26. OTHER EQUITY (Continued)
On 26 December 2012, the Company entered into a share purchase for 108,999 shares of
PT Semarang Herbal Indo Plant from Desy Sulistio Hidayat, Irwan Hidayat, Sofyan Hidayat,
Johan Hidayat, Sandra Linata Hidajat and David Hidayat, related parties. The difference
between the acquisition cost and the value of net assets acquired amounted to Rp 49 is
presented as "Difference of Restructuring Transactions of Entities Under Common Control as
part of the equity (Note 2n).
Under common control relationship between PT Muncul Mekar and PT Semarang Herbal Indo
Plant are not temporary. There are no types and amount of benefit that occurs as a result of
the under common control relationship.
27. S A L E S
31 July
31 December
2011
2010
(unaudited)
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
127,913
113,641
195,889
172,740
118,855
PT M as Asih
86,634
85,975
147,020
123,696
87,034
77,933
76,209
139,078
96,882
77,668
71,571
68,043
119,321
104,728
75,516
63,330
60,031
100,441
86,506
73,377
CV Dadi M aju
61,286
61,897
107,623
89,853
80,472
57,656
62,605
96,221
98,310
122,116
46,138
39,243
67,703
54,778
43,432
PT Reski Laifasto
43,963
62,187
100,746
64,800
7,042
39,833
33,876
58,254
58,188
38,250
38,824
36,904
76,273
77,166
PT Lampungmas Intisejahtera
36,128
41,366
63,714
71,277
74,453
Hidayat Suwardi
28,455
26,822
47,394
38,117
5,711
26,134
27,626
44,379
43,349
32,723
CV Sindang Laya
25,850
34,309
53,401
63,833
53,707
Bambang Soegeng
22,574
21,987
37,960
34,526
28,291
Rudy Wibisono
22,478
23,398
39,967
41,458
40,881
18,724
15,065
29,452
17,949
19,006
34,838
26,595
7,823
Slamet Susanto
17,847
19,667
32,202
32,075
34,473
Carried forward
931,220
929,857
1,591,876
1,378,877
1,001,824
260
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/69
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
27. S A L E S (Continued)
31 July
31 December
2011
2010
Brought forward
(unaudited)
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
931,220
929,857
1,591,876
1,378,877
1,001,824
Suparjan
16,939
16,557
28,852
29,203
27,273
UD Sumber Rejeki
16,471
15,415
26,758
23,077
4,833
16,143
22,486
35,041
32,366
24,941
16,032
16,889
28,193
28,341
33,591
15,362
14,334
26,490
20,575
5,650
UD M ekar Sejahtera
13,899
13,665
24,299
19,691
5,893
13,762
10,277
16,717
18,297
15,423
UD Cikarang
13,482
13,378
25,485
23,106
11,009
13,418
14,779
22,816
162
11,920
17,057
25,047
25,290
27,590
Rudy Ganda
11,791
17,801
26,670
35,188
39,005
CV Setia M ulia
11,783
11,001
18,582
15,297
637
UD Surya M andiri
11,769
16,411
24,020
22,749
1,901
Samsul M a'arief
11,572
10,276
18,350
13,164
7,561
UD Sido M akmur
11,444
12,166
17,571
8,209
CV Surya Timur
11,240
11,099
18,983
13,598
11,124
7,177
12,010
10,244
5,452
Buntaran Tanaya
10,718
9,630
16,315
14,207
14,953
UD M ekar Lestari
9,490
8,995
15,298
11,492
CV Bryan Sentosa
9,455
8,407
13,811
6,225
CV Kuda M as
9,407
8,882
16,876
13,455
9,908
9,272
4,376
13,157
5,505
1,209
UD Buana Jaya
9,018
9,212
16,437
16,484
3,439
8,531
8,305
14,313
14,035
3,697
1,285
-
7,640
5,884
10,860
6,929
1,352
7,026
9,523
14,509
18,308
18,244
6,641
8,846
13,979
11,388
4,864
6,669
5,917
9,959
8,555
6,893
6,800
11,871
8,810
2,231
1,260,131
1,265,402
2,155,145
1,852,665
1,273,927
Carried forward
261
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/70
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
27. S A L E S (Continued)
31 July
31 December
2011
2010
Brought forward
CV Sehat Sejahtera
(unaudited)
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
1,260,131
1,265,402
2,155,145
1,852,665
4,698
8,558
14,296
11,392
1,273,927
9,331
4,203
7,870
11,825
14,577
25,390
4,044
3,972
7,816
9,653
5,821
Others
(Balances below Rp 2,000)
Sub total
126,779
65,732
211,212
318,546
557,070
1,399,855
1,351,534
2,400,294
2,206,833
1,871,539
76
27
97
50
12
76
27
97
50
12
1,399,931
1,351,561
2,400,391
2,206,883
1,871,551
Sales return
(4,856)
(6,678)
(8,032)
(8,162)
(4,757)
Sales discount
(1,889)
(446)
(692)
(448)
(256)
Total
Less:
Sales - Net
1,393,186
1,344,438
2,391,667
2,198,273
1,866,538
During the seven months period ended 31 July 2013 and 31 July 2012 (unaudited), and the
years ended 31 December 2012, 2011 and 2010, there is sales revenue from customers with
total cumulative sales of each individual in excess of 10% of consolidated sales.
Terms and conditions apply on the sale between the Company and related parties do not have
terms and conditions applicable to the sales between the Company and third parties. More than
80% of sales are done by PT Muncul Mekar - subsidiary as a distributor of the products of
modern and traditional herbal medicine produced by the Company. Nature and relations and
transactions between the Company and its Subsidiaries with related parties are disclosed in
Notes 2c and 25.
262
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/71
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
28. COST OF GOODS SOLD
31 July
31 December
2011
2010
(unaudited)
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
179,720
153,191
153,191
121,601
148,173
179,720
153,191
153,191
121,601
148,173
Purchases
Raw material and packaging
718,599
768,026
1,280,495
1,205,305
1,059,086
718,599
768,026
1,280,495
1,205,305
1,059,086
204,723
225,742
179,720
153,191
121,601
204,723
225,742
179,720
153,191
121,601
428
17,374
396
150
2,537
1,469
5,145
847
End of inventory
Raw material and packaging
Direct labour
Other material
Work in process inventory
Beginning
90
Ending
(188)
90
-
56
(90)
(56)
2,536
(2)
(98)
90
(34)
(54)
2,534
696,463
714,408
1,259,472
1,174,658
1,088,192
55,272
52,787
52,787
50,613
21,887
Net purchase
52,787
50,613
11
55,272
52,787
Others
Ending
52,261
36,838
55,272
52,787
50,613
3,011
15,949
(2,491)
(2,174)
(28,737)
39,943
16,347
56,844
59,081
49,094
93,980
73,049
157,194
89,019
72,055
833,397
819,753
1,471,020
1,320,584
1,180,604
263
21,887
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/72
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
28. COST OF GOODS SOLD (Continued)
During the seven month period ended 31 july 2013 and 31 July 2012 (unaudited) and the years
ended 31 December 2012, 2011 and 2010, transactions of individual suppliers with the
cumulative total purchases exceeds 10% of consolidated net purchases are as follows:
Total
Percentage
Period ended
Period ended
31 July
31 December
31 July
31 December
2011
2010
2011
(unaudited)
2012
notes
notes
2a, n, 44)
2a, n, 44)
100,745
96,536
174,928
168,474
829
11,438
2,236
480
101,574
107,974
177,164
168,954
Total
2010
196,749
196,749
(unaudited)
2012
notes
notes
2a, n, 44)
2a, n, 44)
13.90%
13.90%
13.60%
14.00%
0.10%
0.10%
0.20%
0.04%
14.00%
14.00%
13.80%
14.04%
18.60%
18.60%
31 December
2011
2010
(unaudited)
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
24,225
15,076
36,679
28,140
22,933
19,597
33,807
11,595
11,074
3,938
3,898
188
Fuel cost
9,629
11,079
17,963
14,884
9,042
Electricity expenses
6,730
6,532
12,647
11,017
6,836
6,642
4,807
5,471
11,418
8,294
4,636
3,803
6,725
6,669
5,818
1,809
3,266
3,184
989
3,548
1,333
2,692
3,789
1,396
2,149
Re n t
1,282
9,118
15,191
3,276
180
2,400
1,492
1,570
983
115
10,871
1,791
4,258
5,404
5,602
4,529
4,049
7,239
93,980
73,049
157,194
89,019
72,055
264
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/73
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
30. MARKETING AND SALES EXPENSES
31 July
31 December
2011
2010
(unaudited)
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
148,828
170,037
239,759
242,846
22,784
28,866
44,204
32,122
25,387
Bonus outlet
14,646
12,256
33,754
41,557
22,386
4,019
3,504
7,417
7,589
5,953
Traveling
3,949
1,715
2,269
2,447
2,938
850
268
458
492
497
5,760
5,902
8,829
10,559
5,443
200,836
222,548
336,690
337,612
218,599
155,995
31 December
2011
2010
(unaudited)
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
26,415
25,517
55,364
43,225
5,213
146
10,228
9,210
9,870
4,808
11,502
73,660
Profesionall fees
3,537
328
2,392
9,776
Licenses
3,082
337
37
33,950
642
-
Traveling
2,206
1,001
1,882
2,516
2,288
2,085
4,211
579
547
1,003
19,939
19,079
9,122
24,350
10,850
Total
67,285
50,619
79,604
101,128
132,263
265
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/74
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
32. PROVISION OF POST-EMPLOYMENT BENEFITS
Retirement Benefits
The amounts recognized in the consolidated statement of financial position and the previous
four-year period is determined as follows:
31 December
2011
1 Deember
2010
2010
2012
see Notes
see Notes
see Notes
2a, n, 44)
2a, n, 44)
2a, n, 44)
70,814
72,311
50,256
48,704
43,000
(60,780)
(47,846)
(26,110)
10,034
24,465
24,146
48,704
43,000
(7,458)
11,211
(2,849)
(3,353)
1,642
(245)
(367)
Experience adjustments on
plan liabilities
Experience adjustments on
plan assets
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
72,311
50,256
48,704
43,000
4,409
9,248
6,069
6,121
Interest costs
2,039
2,601
2,348
Benefit payment
(487)
(1,005)
(4,016)
Actuarial gain
(7,458)
11,211
(2,849)
(3,353)
70,814
72,311
50,256
48,704
266
2,936
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/75
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
32. PROVISION OF POST-EMPLOYMENT BENEFIT (Continued)
Retirement Benefits (Continued)
Retirement benefits expense consists of the following components:
31 December
2011
2010
2012
4,409
(PSOR\HHVFRQWULEXWLRQV
Interest costs
Expected return on plan assets
see Notes
2a, n, 44)
2a, n, 44)
9,248
-
6,069
-
6,121
-
2,039
2,601
(1,843)
(1,882)
136
(549)
(9)
(8)
Actuarial (gain)/loss
Past service costs
see Notes
2,348
2,936
1
Amortisation of unrecognised
past service costs
Total
472
810
809
812
5,213
10,228
9,210
9,870
From total charge, each included in the cost of goods sold, sales and marketing expenses, and
general and administrative expenses.
Movements of allowance for post-employment benefits are recognized in the consolidated
statements of financial position are as follows:
31 December
2011
2010
8,664
2012
19,662
see Notes
see Notes
2a, n, 44)
2a, n, 44)
40,578
30,708
5,213
10,228
9,210
(11,334)
(20,221)
(26,110)
(487)
(1,005)
(4,016)
Ending balance
2,056
8,664
19,662
40,578
Company contributions
267
9,870
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/76
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
32. PROVISION OF POST-EMPLOYMENT BENEFIT (Continued)
Retirement Benefits (Continued)
Estimation of actuarial liabilities at the date of 31 July 2013 and 31 December 2012, 2011 and 2010
are based on actuarial calculations performed by PT Jasa Aktuaria Praptasentosa Gunajasa in
accordance with the report dated 13 September 2013 with the principal actuarial assumptions used
are as follows:
31 December
2011
2010
see Notes
see Notes
2013
2012
2a, n, 44)
2a, n, 44)
Discount rate
8%
6% - 6,5%
7%
9% - 9,5%
9%
9%
9%
9%
8%
6.5%
7%
9%
1% from
1% from
1% from
1% from
TM I-II
TM I-II
TM I-II
TM I-II
1999
1999
1999
1999
55 years
55 years
55 years
55 years
M ortality
Resignation level
Movements in the fair value of plan assets for pension benefits for the current year are as follows:
31 December
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
47,846
26,110
1,843
1,882
Actuarial gain
(245)
(367)
Company contributions
11,334
20,221
26,110
60,778
47,846
26,110
268
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/77
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
33. OTHER FINANCIAL INCOME
31 July
31 December
2011
2010
(unaudited)
870
182
1,183
Interest income
41
Total
2012
3,053
2,094
see Notes
2a, n, 44)
2a, n, 44)
591
330
773
5,314
9,110
5,351
1,775
529
11,215
6,653
3,235
see Notes
5,905
31 December
2011
2010
(unaudited)
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
7,147
52
38
123
3,547
Bank charges
1,502
561
666
465
313
18
15
708
606
3,875
Interest leasing
Total
8,649
613
31 December
2011
2010
(unaudited)
26,778
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
1,616
2,585
299
3,989
140
1,980
2,173
192
135
687
1,363
9,018
Rent income
960
956
Insurance claim
Others
Total
(12)
1,753
149
1,754
535
1,419
1,779
2,841
162
38,247
4,928
6,628
7,754
5,694
269
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/78
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
36. OTHER OPERATING EXPENSES
31 July
31 December
2011
2010
see Notes
see Notes
(unaudited)
2012
2a, n, 44)
2a, n, 44)
37,029
1,535
2013
Interest and tax penalties
M anagement fee
Allowance for impairment of
accounts receivable
Inventories write-off
Loss on foreign exchange
1,355
1,577
4,417
2,523
2,265
3,754
408
2,036
16
34
191
43,532
4,433
2,557
2,268
4,353
31 July 2013
statements
currency
(Reporting date)
completion)
ASSETS
Cash on hand and in banks
in USD
89,212
917
983
in USD
372,381
3,827
4,103
in EUR
192,372
2,623
2,928
9,379
96
103
59,793,995
614,563
658,810
622,026
666,927
Advance payments
Trade receivables
in USD
Investment
in USD
Total Assets
270
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/79
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
37. MONETARY ASSETS AND LIABILITIES IN FOREIGN CURRENCY
28 October 2013
(Date of
Financial
Foreign
31 July 2013
statements
currency
(Reporting date)
completion)
LIABILITIES
Trade payables
in USD
4,190,293
43,068
46,169
in SGD
17,728
571
158
in EUR
41,870
143
637
in JPY
96,000
10
11
43,792
46,975
578,234
619,952
Total Liabilities
Total Net Assets in Foreign Currency
271
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/80
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
38. FINANCIAL RISK MANAGEMENT (Continued)
a. Market Risk (Continued)
Foreign Exchange Rate (Continued)
On 23 February 2013, the Company and its Subsidiaries also invest in United States Dollar
(see Note 10, Investments). Returns from these investments are in dividends. The expected
investment along with the return can reduce the impact of fluctuations in United States
Dollar exchange rate.
Management believes that the Company and its Subsidiaries have automatically protected
itself against foreign exchange risks. Most of the revenues of the Company and its
Subsidiaries is the price, billed and paid in Rupiah. Most of the cost of revenue, operating
expenses, including shipping costs, sales commissions, shipping and anchored costs, and
capital expenditures are in Rupiah as well. All long-term loans are redominated in Rupiah,
but there are some costs and expenses in foreign currencies such as United State Dollars,
Singapore Dollars and Euros. Because of production costs are paid in cash with Rupiah and
there are no significant purchases in foreign currencies, strengthening against the USD and
SGD can cause increased operating income, while the weakening Rupiah against the USD and
SGD can lead to decreasing operating income.
The table below shows the impact as a result of an increase/decrease of 5% in foreign
currency exchange rates considering to other factors are remained constant.
USD
Profit or loss
28,817
SGD
EUR
7
103
JPY
1
272
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/81
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
38. FINANCIAL RISK MANAGEMENT (Continued)
a. Market Risk (Continued)
Interest Rate Risk (Continued)
Profile of the Companys long-term financial liabilities are as follow:
31 December
2011
2010
see Notes
see Notes
2a, n, 44)
2a, n, 44)
2013
2012
252,898
235,032
Long-term debt,
net of current portion:
-
Ban k
83
583
Finance leases
243
252,985
235,858
Total
b. Credit Risk
The Company and its Subsidiaries are exposed to credit risk primarily from deposits in
banks, trade receivables, other receivables and investments. Risk of matured receivables
but not impaired at 31 July 2013 were small because debtor had a good experience with the
Company and its Subsidiaries.
Credit Quality of Financial Assets
The Company manages credit risk exposed from its deposits with banks and derivatives
receivables by monitoring reputation, credit ratings and limiting the aggregate risk to any
individual counterparty.
In respect of credit exposures given to customers, the Company and its Subsidiaries assign
general terms and conditions of credit facility to customer. Additional security is also
required in certain circumstances such as advance payment for export sales. Common types
used are bank guarantee and cash collateral.
Management believes in its ability to control and sustain minimal exposure of credit risk.
The maximum credit risk exposure at the reporting date is as follows:
273
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/82
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
38. FINANCIAL RISK MANAGEMENT (Continued)
c. Credit Risk (Continued)
Credit Quality of Financial Assets (Continued)
31 December
2011
2010
2012
26,122
Restricted fund
300,553
410,731
see Notes
see Notes
2a, n, 44)
2a, n, 44)
121,574
277,316
260,923
5,558
207,725
167,098
349
312
77
235
2,502
1,140
2,254
1,580
10,979
10,750
25,116
14,947
101,903
101,754
Prepaid tax
Prepaid expense and advance
payment
Investment in associates company
Investments
614,623
Total
955,128
785,759
458,500
466,734
As of 31 July 2013, trade receivables amounted to Rp 189,241 was not yet due but not
impaired and will be matured in the next 30 days.
Risk of trade receivables past due but not impaired at 31 July 2013 were insignificant
because the debtor had a good experience with the Company and its Subsidiaries.
As of 31 July 2013, trade receivables amounted to Rp 72,188 were past due but not
impaired and will be matured in the next 90 days. It is related to a number of customers
who do not have a history of payment failure.
c. Liquidity Risk
Liquidity risk arises in situations where the Company and its Subsidiaries have difficulties in
obtaining funding sources to fund their working capital and capital expenditure. Liquidity
risk also arises in situations where there is mismatch between the funding sources and any
obligations that have matured.
The Company and its Subsidiaries mitigate liquidity risk by analyzing the cash flows
availability as well as their funding structure.
274
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/83
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
38. FINANCIAL RISK MANAGEMENT (Continued)
c. Liquidity Risk (Continued)
Liquidity risk arises in situations where the Company and its Subsidiaries have difficulties in
obtaining funding. Liquidity risk management are maintaining sufficient cash and cash
equivalents balance. The Company and its Subsidiaries manages liquidity risk by
continuously monitoring actual and forecast cash flows and monitor the maturity profiles of
financial assets and liabilities.
The Company monitors forecasts of the liquidity requirements to ensure that it has
sufficient cash to meet operational needs while maintaining sufficient headroom on its
undrawn committed borrowing facilities at all times so that the Company fulfill
the borrowing limits or covenants on any of its borrowing facilities.
Those forecasting takes into consideration tKH &RPSDQ\V OLDELOLWLHV DV ZHOO DV LWV
Subsidiaries financing plans and covenant compliance.
The following table shows WKH &RPSDQ\V maturity analysis of financial liabilities into
relevant maturity groupings based on their contractual maturities for all financial liabilities
where the contractual maturities are essential for an understanding of the timing of the
cash flows.
The amounts disclosed in the table are the contractual undiscounted cash flows (including
principal and interest payment).
2013
Carrying
Contractual
amount
cash flow
70,000
70,000
Total
70,000
70,000
d. Operational Risk
Operational risk is the risk of losses caused by inadequate or failure of internal processes,
errors due to human factors and systems or from external events. These risks are inherent in
all business processes, operations, systems and services of the Company and its Subsidiaries.
The Company continues to perform risk management in its operations by implementing
mitigations related to existing risks and enables experienced by the Company during the
course of its business. The mitigations related to the Company business are as follow:
275
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/84
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
38. FINANCIAL RISK MANAGEMENT (Continued)
d. Operational Risk (Continued)
The Company continues to maintain a good relationship with all stakeholders, including
good relationships with &RPSDQ\Vsuppliers of raw materials.
The Company continues to transfer knowledge to other management and sustainable
regeneration to maintain the internal continuity of their business.
7KH&RPSDQ\SHUIRUPVWRFRQWLQXHWKHLQQRYDWLRQVLQGHYHORSLQJWKH&RPSDQ\VKHUEDO
products. In addition, with the consistency of the selection and proper use of raw
materials, both in types, quantity and quality, the Company believes that it can produce
herbs and other superfine products so capable to face the competitive competition.
The Company always carefully develops the concept, theme, selects talent and media
and the right time to conduct the marketing campaign in accordance with the character
of the product and its market target.
The Company regularly repairs and maintains machinery and equipment so if there is
damage then it can be anticipated as soon as possible. In some important parts the
Company always prepare backup capacity.
The Company is continuously monitoring and testing of quality and regularly keeping a
sample of each batch of production for 3 years.
The Company conducts a necessary training to maintain and improve the expertise and
skills of its human resources so that the Company can maintain the quality of products
sold by the Company are expected to contribute positively for the performance of the
Company.
The Company has implemented a comprehensive risk management, designed the plant
and infrastructure facilities as well, in addition the Company is also insuring the building
and factory facilities with insurance.
39. FAIR VALUE OF FINANCIAL FINANCIAL ASSETS AND LIABILITIES
The fair value of financial assets and liabillitas are estimated for purposes of recognition and
measurement or for disclosure purposes.
6)$61R)LQDQFLDO,QVWUXPHQW'LVFORVXUHVUHTXLUHVGLVFORVXUHRIIDLUYDOXHPHDVXUHPHQWV
with the following fair value hierarchy:
a. Quoted (unadjusted) prices in active markets for identical assets or liabilities (Level 1);
276
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/85
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
39. FAIR VALUE OF FINANCIAL FINANCIAL ASSETS AND LIABILITIES (Continued)
6)$61R)LQDQFLDO,QVWUXPHQW'LVFORVXUHVUHTXLUHVGLVFORVXUHRIIDLUYDOXHPHDVXUHPHQWV
with the following fair value hierarchy: (Continued)
b. Inputs other than market quotations included within Level 1 that are observable for the
asset or liability, either directly (for example, prices) or indirectly (for example, derivatives
prices) (Level 2); and
c. Inputs for the asset or liability that are not based on observable market data (unobservable
inputs) (Level 3).
The Company financial assets and liabilities measured and recognized at fair value (Level 2) are
derivative payables and receivables.
The fair value of financial instruments traded in active market is determined based on quoted
market prices at the reporting date. The quoted market price used for financial assets is the
Companys bid price, while for financial liabilities using the ask price. These financial
instruments are included in level 1.
The fair value of financial instruments that are not traded in an active market is determined
using valuation techniques. The techniques use observable and available market data, and
refers to a minimum estimate. If all significant inputs in the fair value are observable, these
financial instruments are included in level 2.
If one or more significant input are not based on observable market data, then the instruments
are included in level 3.
Input other than market quotations price included within Level 1 that are observable for the
asset or liability, either directly (for example, prices) or indirectly (for example, derivatives
prices) (Level 2).
The tabel below represents assets and liabilities of the Company measured at fair value as of
31 July 2013:
31 July 2013
Level 1
Available-for-sale financial assets
Level 2
614,563
Level 3
-
Certain valuation techniques used to determine the value of financial instruments included:
Usage price obtained by exchange or securities for similar instrument and;
Other technic such as analitycal discounted cash flow used to determine other value of
financial instrument.
277
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/86
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
39. FAIR VALUE OF FINANCIAL FINANCIAL ASSETS AND LIABILITIES (Continued)
The table below describes carrying value and fair value of financial assets and liabilities:
31 July 2013
Book value
31 December 2012
Fair value
Book value
Fair value
Financial Assets
Cash and cash equivalent
26,122
26,122
410,731
410,731
300,553
300,553
260,923
260,923
349
349
312
Investments
614,623
614,623
941,647
941,647
671,966
671,966
112,339
112,339
298,797
298,797
110,740
110,740
192,776
192,776
21,537
21,537
48,041
48,041
1,846
1,846
19,440
19,440
694
694
960
960
247,156
247,156
560,014
560,014
312
-
Financial Liabilites
Accrued expenses
Advance from customers
Total Financial Liabilities
31 December 2011
31 December 2010
(As restated, see Notes 2a, n, 44) (As restated, see Notes 2a, n, 44)
Carrying
Fair
Carrying
Fair
amount
value
amount
value
Financial Assets
Cash and cash equivalent
Restricted fund
121,574
-
123,089
277,316
277,316
5,558
5,558
207,725
207,933
167,098
167,098
77
77
235
235
329,376
331,099
450,207
450,207
Total
Financial Liabilities
Short term bank loan
139
139
124,174
124,174
84,324
235
235
5,554
5,554
55,508
55,508
17,876
17,876
Accrued expenses
Advances payments
Loan to shareholders
Long term loan
Total
84,324
35,246
35,246
179
179
252,898
252,898
235,032
235,032
87
87
826
826
468,287
468,287
343,791
343,791
Fair value of most of financial assets and liabilities equals to carrying amount due to
unsignificantly discounted impact.
278
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/87
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
40. EARNING PER SHARE
For the period of 7 (seven) months ended 31 July 2013 and 2012 (unaudited) and the years
ended 31 December 2012, 2011, and 2010 net income used to calculate earnings per share each
is Rp 207,999, Rp 190,952, Rp 387,538, Rp 339,935, Rp 237,169, respectively. Weighted
average number of shares for the period of 7 (seven) months ended 31 July 2013 and 2012
(unaudited) and the year ended 31 December 2012, 2011, and 2010 each are 13,500,000,000,
36,000, 1,130,000, 36,000 and 36,000 shares, respectively.
41. AGREEMENTS AND COMMITMENTS
Principal Agreement
PT Muncul Mekar
On 19 February 2006, the Company signed an agreement with PT Muncul Mekar in which the
Company appointed PT Muncul Mekar to act as a distributor of all the products that have been
there or will be produced in the future include herbal powders, liquid herbs, herbal instant and
nature blessing.
This agreement has a term of 19 February 2006 to 19 February 2011 and may be extended again
for taking the time and with the requirements that will be specified later (Note 25).
On 19 February 2011, the Company signed extension of the agreement until 19 February 2016.
Compensation related to the agreement on the deal is the difference in the selling price of
goods to customers with the purchase price of the Company.
PT Semarang Herbal Indo Plant
On 23 November 2011, the Company signed Manufacture Agreement with PT Semarang Herbal
Indo Plant for extraction process. Period for this Agreement is unlimited. Compensations given
for this Agreement amounting to Rp 20,000 per kilogram extraction.
PT Muncul Putra Offset
On June 1, 2013, the Company entered into a lease agreement with PT Muncul Putra Offset.
Under the agreement, the Company leases a building located on Jl. Soekarno Hatta Km 28,
Klepu, Bergas, Kabupaten Semarang, Central Java in the 12-month period amounted to Rp 300.
On July 17, 2013, the Company signed an agreement with PT Muncul Putra Offset in the form of
purchases of goods and services packaging manufacturing packaging products Company.
Has been compared with other suppliers. The agreement valid from 1 March 2013 and can be
terminated with 30 days notice of the party will end before the effective date of termination
(Note 25).
279
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/88
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
41. AGREEMENTS AND COMMITMENTS (Continued)
PT Muncul Putra Offset (Continued)
Purchases of goods and services packaging manufacturing packaging products are based on the
price agreed in the purchase order where the price and quality of goods and services have been
compared with other suppliers. On 31 July 2013, 31 December 2012, 2011 and 2010, the total
payment for PT Muncul Putra Offset amounting Rp 100,745, Rp 174,928, Rp 168,474 and
Rp 196,749.
PT Muncul Armada Raya
On 29 September 2012, the Company signed Cooperation Agreement on Advertising Stickers Box
Panel Installation with PT Muncul Armada Raya. Based on the agreement, the Company can
attach a sticker box panel in 57 units of box cars in a period of 1 year at a cost of Rp 132.5 per
year.
On 17 July 2013, the Company signed an agreement with PT Muncul Armada Raya in the
transportation of products and services of raw materials the Company. The agreement valid
from 1 March 2013 and can be terminated with 30 days notice of the party will end before the
effective date of termination (Note 25).
Service usage and transportation of raw material products the company is based on
agreed prices where the price of such services has been compared with other suppliers.
On 31 July 2013, 31 December 2012, 2011 and 2010, all payments to PT Muncul Armada Raya
amounting of Rp 10,644, Rp 11,438, Rp 18,538 and Rp 16,704.
Unit Usaha Kopaja Advertising
On September 2012, the Company signed Cooperation Agreement on Advertising Full Body
Painting Kopaja Bus with Unit Usaha Kopaja Advertising. Based on the agreement, the Company
can set full body painting advertisements on 10 units bus within 1 year period since the stated
date or bus operates with cost of Rp 427.5 per year.
I Gusti Agung Rai Kusuma
On 10 December 2012, the Company entered into a Cooperation Agreement with I Gusti Agung
Rai Kusuma as models immortalized by way of shooting, shooting video / film and
sound recorded for charging that will be used by the Company for promotion products
Kuku Bima Ener-G Sido Muncul. The amount paid for the contract value amounting to
Rp 170 per contract. Agreement validity period is 1 year from the date of 15 December 2012
until 14 December 2013.
Positif Art Management
On 29 January 2013, the Company entered into a Cooperation Agreement with Positive Art
Management of Model Promotional Advertising Products Coffee Ginger Sido Muncul.
The agreement for the loading / broadcast advertising campaign in the media is valid for 1 year
from the date of 19 December 2012 until 19 December 2013 with an agreed honorarium
amounting to Rp 400.
280
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/89
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
41. AGREEMENTS AND COMMITMENTS (Continued)
PT Gebyar Komunikasi
On 10 Desember 2012, the Company signed cooperation agreement with PT Gebyar Komunikasi.
Based on the agreement, the Company can set DQ LQVWDOODWLRQ RI WKH &RPSDQ\V SURGXFW
billboards in LED Videotron located at Jalan Yos Sudarso Simpang Baloi Lubuk Baja in the period
from 2 August 2012 until 2 August 2013 at cost of Rp 600.
PT Muncul Anugerah Sakti
On 3 January 2013, the Company entered into a lease agreement with PT Muncul Anugerah
Sakti. Under the agreement, the Company as the lessor, agreed to lease 8 units to PT Muncul
Anugerah Sakti amounting Rp 600 with a period of 12 months commencing from 1 January 2013
until 31 December 2013.
PT Dasa Tri Manunggal
Company entered into a lease agreement in the form of PT Dasa Tri Manunggal contract
hire cars and motorcycles for the Company's operations as many as 20 cars and 6 motorcycles
with the amount of rent per year is Rp 1,625. Year lease period from September 2012 to
October 2014 (Note 25).
Universal Ventures Fund, SCC
On 1 February 2013, the Company signed an investment agreement with Universal Ventures
Fund, SCC. Universal Ventures Fund, SCC is a company established under the laws of Barbados
who has a license to run a business based on Mutual Funds Act, CAP 320 B of the Laws of
Barbados. Based on the agreement, the Company agreed to invest in 249,500 shares of K class
shares or worth USD 24.95 with the cost of the management fee to be paid in advance by 0.2%
or the amounted to USD 50,000 per year.
PT Merdeka Sandisurya
Companies buy and sell units of non-residential apartment units in office buildings in
accordance with the Sale and Purchase Agreement No. 01/PPJB.1601/IX-2011 on
3 October 2011. The office building is located on Jl. Pandanaran No. 30, Semarang Floor 16,
an area of 1,091.76 m2 (in full amount) with a selling price of Rp 17,468 and installment
payments for 23 times every 1st date with a nominal value of Rp 738.
Royalty Agreement
On 10 October 2012, the Company signed an agreement with David Hidayat as the authorized
on behalf of himself and oral authorized from Desy Sulistio Hidayat, Irwan Hidayat, Sofyan
Hidayat, Johan Hidayat and Sandra Linata Hidayat. Based on Extraordinary Shareholders
General Meeting on 9 November 2012, the Company agreed to provide royalty to HiGD\DWV
family. Provision of royalty amounted to 1.5% of net product sales sold by the Company.
The basis upon which royalties are the result of the General Meeting of Shareholders, which
percentage is lower than generally accepted.
281
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/90
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
42. SEGMENT INFORMATION
In making decisions by management, the Company and its Subsidiaries are classified into
business units based on primary segmentation in the form of production and distribution
segments.
The Company segment informations based on primary segmentation are as follow:
Sale s
Cost of goods sold
Gross profit
Herbal
Energy
medicine
drink
31 Juli 2013
Beverage and
Healthy
confectionery
drink
Others
Total
568,584
602,987
182,493
27,560
11,562
1,393,186
(190,788)
(475,587)
(153,987)
(11,052)
(1,983)
(833,397)
377,796
127,400
28,506
16,508
9,579
559,789
Operating expenses
268,121
Operating income
291,668
Financial income/
(expenses)
(6,555)
Other income/
(expenses)
(5,285)
279,828
(77,613)
Other comprehensive
income
5,784
Net Income
207,999
Segment assets
1,908,539
Segment liabilities
326,189
282
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/91
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
42. SEGMENT INFORMATION (Continued)
Sale s
Cost of goods sold
Gross profit
Herbal
Energy
medicine
drink
31 Desember 2012
Beverage and
Healthy
confectionery
drink
Others
Total
785,253
1,266,185
266,666
59,149
14,414
2,391,667
(272,676)
(944,942)
(225,290)
(25,110)
(3,002)
(1,471,020)
512,577
321,243
41,376
34,039
11,412
Operating expenses
920,647
(416,294)
Operating income
504,353
Financial income/
(expenses)
5,197
Other income/
(expenses)
4,071
513,621
(126,083)
Net Income
387,538
Segment assets
2,150,999
Segment liabilities
846,348
31 Desember 2011
Sale s
Cost of goods sold
Gross profit
Herbal
Energy
Beverage and
Healthy
medicine
drink
confectionery
drink
Others
Total
586,722
1,339,653
229,729
32,282
9,887
2,198,273
(174,614)
(937,984)
(192,872)
(13,166)
(1,948)
(1,320,584)
412,108
401,669
36,857
19,116
7,939
877,689
Operating expenses
(438,740)
Operating income
438,949
Financial income/
(expenses)
10,609
Other income/
(expenses)
5,486
455,044
(115,109)
Net Income
339,935
Segment assets
1,168,658
Segment liabilities
633,314
283
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/92
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
42. SEGMENT INFORMATION (Continued)
31 December 2010
Sale s
Cost of goods sold
Gross profit
Herbal
Energy
Beverage and
Healthy
medicine
drink
confectionery
drink
Others
Total
482,523
1,201,982
139,762
30,068
12,203
1,866,538
(162,610)
(880,091)
(122,669)
(12,647)
(2,587)
(1,180,604)
319,913
321,891
17,093
17,421
9,616
685,934
Operating expenses
(350,862)
Operating income
335,072
Financial income/
(expenses)
2,778
Other income/
(expenses)
1,341
339,191
(102,022)
Net Income
237,169
Segment assets
890,202
Segment liabilities
543,793
284
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/93
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
43. CAPITAL MANAGEMENT (Continued)
31 December
2011
2010
2012
see Notes
see Notes
2a, n, 44)
2a, n, 44)
Total liabilities
326,189
846,348
633,314
543,793
(26,122)
(410,731)
(121,574)
(277,316)
Net payable
300,067
435,617
511,740
266,477
Total equity
1,582,350
1,304,651
535,344
346,409
0.19
0.33
0.96
0.77
There are capital requirements for loans to PT Bank Central Asia Tbk to meet the debt-toequity ratio within a maximum of 2 times. The company still meets the requirements.
The consequences of non-compliance of external capital requirements, if the non-compliance
has been expressed as follows:
a. If there is failure as follows :
Company failure to pay the debt on time and in the way as specified in the Credit
Agreement, in which case the due has given a valid and sufficient evidence that the
Company had ignored its obligations;
The Company is neglected or not meeting the requirements or provisions referred to in
Article 13 and Article 14 or other provisions in the Credit Agreement and other
agreements in accordance with the Credit Agreement, either existing or to be made in
the future;
Collateral Provider neglects its obligations under the Collateral Documents;
7KH RWKHU SDUW\ ZKLFK GHEW LV VHFXUHG E\ WKH VDPH FROODWHUDO ZLWK WKH &RPSDQ\V
Collateral has declared as negligence by the BCA;
The Company uses Credit Facility departures from the intent and purpose of its use;
According to the BCA assessment, financial condition, bonafidity and solvency of the
&RPSDQ\ZDVGHFOLQHGLQVRPHZD\DIIHFWHGWKH&RPSDQ\VDELOLW\WRSD\GHEWV
The Company and/or Collateral providers filed for bankruptcy or declared bankrupt or
filed a suspension of debt payments or for any reason are no longer be eligible to
manage and control the assets of the Company and/or Collateral providers;
Most or all of the assets of the Company and/or collaterals seized due to litigation or
dispute that could materiall\DIIHFWWKH&RPSDQ\DQGRUFROODWHUDOVDELOLW\WRPHHWLWV
obligations under the Credit Agreement and/or the Collateral Documents;
285
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/94
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
43. CAPITAL MANAGEMENT (Continued)
The consequences of non-compliance of external capital requirements, if the non-compliance
has been expressed as follows: (Continued)
Collateral provided by the Company and/or Collateral providers is destroyed,
diminishing its value or seized others either partially or wholly or because of something
is ended its entitlement;
An agreement was made Collateral submitted by the Company and/or the collateral
provider to BCA or an information or statements given to the BCA, including but not
limited to the statements contained in article 12 of the Credit Agreement, prove to be
incorrect;
The Company involved in the case in which the Court as a judgment from BCA can cause
the Company and/or Guarantor pay compensation and/or other payments that could
PDWHULDOO\DIIHFWWKH&RPSDQ\VDELOLW\WRPDNHGHEWSD\PHQWV
The Company violates of any provision of applicable law or regulations which could
result in the Company's business license revoked and/or directly or indirectly affect the
&RPSDQ\VDELOLW\WRPHHWLWVREOLJDWLRQVXQGHUWKH&UHGLW$JUHHPHQW
The inclusion of any request from the other party to the Company to be declared
bankrupt or to the designated person/other parties to control the assets of the Company
and such things can not be resolved by the Company within 30 (thirty) days from the
date of filing of the petition or the appointment;
The Company is dismissed or liquidated;
The Company failed to meet its obligations under the credit agreement or other
agreement with any name that is also signed by the Company with the BCA and/or with
other parties;
Other Debtors failed to meet its obligations under the Other Debtor Credit Agreement
and the other agreements in accordance with the Credit Agreement Other Debtors, or to
the credit agreement or other agreement with any name which is signed by Other
Debtor with the Bank and/or other parties that existed and will be made in the future;
the parties declare not applicable of article 1266 of the Civil Code, particularly
concerning necessity to apply for cancellation of the agreement by the District Court
and BCA rightfully stated maturity debt immediately and must be paid in full at the
same time by Company without regard to the provisions of the BCA Debt as defined in
DUWLFOH RI WKH &UHGLW $JUHHPHQW ZLWK WKH SURYLVLRQV RI WKH &RPSDQ\V REOLJDWLRQV
arising from the Credit Agreement remain shall be filled.
b. If the Company is obliged to perform an obligation based on the Credit Agreement within a
specified time and the Company failed to execute then with the passed time is a valid and
VXIILFLHQWHYLGHQFHRIWKH&RPSDQ\VIDLOXUHVRDQRWLFHVummon) is not necessarily needed
or other similar securities as well and also warning letter from the seizor.
c. If the debt to maturity referred to Credit Agreement points above so BCA is entitled to
exercise its rights as a creditor to obtain debt repayment by execute his rights against the
Company and/or its assets, including but not limited to the exercise of rights BCA to the
Collateral and/or the Guarantor and the Collateral Documents by Deed Granting Guarantee.
286
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/95
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
44. RESTATEMENT AND ACCOUNT RECLASIFICATION OF FINANCIAL STATEMENTS
As described in Note 2a, effective on 26 December 2012, the Company completed the purchase
of shares in PT Muncul Mekar and PT Semarang Herbal Indo Plant as much as 99.99% of the
shareholders. The transaction, in accordance to SFAS No. 38 on Accounting for Restructuring
Transactions Entities Under Common Control, accounted for using the pooling-of-interest
method. Thereby, the consolidated financial statements for the years ended 31 December 2011
and 2010 have been restated as if the PT Muncul Mekar and PT Semarang Herbal Indo Plant
have joined the Company since the beginning of the periods presented.
The Company has restated the consolidated financial statements, which have been previously
published, as of and for date and for the years ended 31 December 2011 and 2010 and the
consolidated statements of financial position at 1 January 2010 to reflect adjustments related
to the adoption of Statement of Financial Accounting Standards specified that became
effective on 1 January 2012, retrospectively.
In accordance with SFAS No. 38 (Revised 2004), the Company has restated accounts in the
consolidated financial statements for the years ended 31 December 2011 and 2010 are
amended as follow:
Impact of
31 December 2011
As restated *)
adjusted
As recorded
accounting
previously
policy
743,798
704,053
39,745
Non-current assets
424,860
359,349
65,511
1,168,658
1,063,402
105,256
Total Assets
Liabilities and Equity
Current liabilities
360,667
357,000
3,667
Non-current liabilities
272,647
293,714
(21,067)
Equity
535,344
412,689
122,655
1,168,658
1,063,403
105,255
*) Including the carrying amount of assets and liabilities PT Muncul Mekar and PT Semarang
Herbal Indo Plant after elimination.
287
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/96
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
44. RESTATEMENT OF FINANCIAL STATEMENTS (Continued)
Some accounts presented by the Company and its Subsidiaries for a more precise presentation
has the following details:
31 December 2011
PT Semarang
PT Muncul
Herbal
Mekar
Indo Plant
254,970
3,180
13,380
55,589
268,350
58,769
217,356
2,033
4,884
160
46,110
56,576
268,350
58,769
Impact of
31 December 2011
As restated
adjusted
As recorded
accounting
previously
policy
2,198,273
2,077,892
120,381
(1,320,584)
(1,317,031)
(3,553)
877,689
760,861
116,828
(337,612)
(260,206)
(77,406)
(101,128)
(103,403)
2,275
11,215
10,885
330
(606)
(487)
(119)
7,754
6,980
774
(2,268)
(455)
(1,813)
455,044
414,175
40,869
110,505
107,237
3,268
4,604
1,676
2,928
115,109
108,913
6,196
339,935
305,262
34,673
Income Tax
Current tax
Deferred tax
Total Income Tax Expenses
Profit Before Comprehensive Income
288
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/97
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
44. RESTATEMENT OF FINANCIAL STATEMENTS (Continued)
Some accounts presented by the Company and its Subsidiaries for a more precise presentation
has the following details:
Impact of
31 December 2011
As restated
adjusted
As recorded
accounting
previously
policy
339,935
305,262
34,673
339,935
305,262
34,673
0.02
Total
339,935
305,262
0.02
34,673
Impact of
31 December 2010
As restated *)
adjusted
As recorded
accounting
previously
policy
639,127
596,735
42,392
Non-current assets
251,075
197,700
53,375
Total Assets
890,202
794,435
95,767
Current liabilities
267,357
257,221
10,136
Non-current liabilities
276,436
273,140
3,296
Equity
346,409
264,074
82,335
890,202
794,435
95,767
*) Including the carrying amount of assets and liabilities PT Muncul Mekar and PT Semarang
Herbal Indo Plant after elimination.
289
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/98
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
44. RESTATEMENT OF FINANCIAL STATEMENTS (Continued)
Some accounts are restated by the Company and its Subsidiaries for a more precise
presentation as follows:
31 December 2010
PT Semarang
PT Muncul
Herbal
Mekar
Indo Plant
187,398
5,970
13,269
50,334
200,667
56,304
166,223
5,121
3,292
31,152
51,179
200,667
56,304
31 December 2010
As recorded
As restated
previously
Impact of
adjusted
accounting
policy
1,866,538
1,782,681
83,857
(1,180,604)
(1,180,702)
98
685,934
601,979
83,955
(218,599)
(167,495)
(51,104)
(132,263)
(119,179)
(13,084)
6,653
6,334
319
(3,875)
(3,694)
(181)
5,694
1,597
4,097
(4,353)
(454)
(3,899)
339,191
319,088
20,103
(104,798)
(99,141)
(5,657)
2,776
2,484
292
(102,022)
(96,657)
(5,365)
237,169
222,431
14,738
Income Tax
Current tax
Deferred tax
Total Income Tax Expenses
Profit Before Comprehensive Income
290
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/99
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
44. RESTATEMENT OF FINANCIAL STATEMENTS (Continued)
Restatement (Continued)
Some accounts are restated by the Company and its Subsidiaries for a more precise
presentation as follows:
Impact of
adjusted
31 December 2010
As restated
As recorded
accounting
previously
policy
237,169
222,431
14,738
237,169
222,431
14,738
237,169
222,431
14,738
0.01
237,169
0.01
222,431
14,738
31 December
2011
2010
see Notes
2013
(unaudited)
2012
2012
2a, n, 44)
2a, n, 44)
1,972
14,727
5,110
2,327
581
15,824
3,481
291
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/100
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
46. EVENTS AFTER THE REPORTING PERIOD
1. Based on Notarial Deed No.33 from Fathiah Helmi, SH, Notary in Jakarta dated
18 September 2013 regarding statements of mutual agreement of all the CompanyV
shareholders of PT Industri Jamu dan Farmasi Sido Muncul Tbk, the shareholders has been
convicted to approve of several things among others:
a. Changes of entire Article of Association of the Company among others:
Agreed to change status of the Company from Unlisted Company to Listed Company
To confirm to Bapepam and LK Regulation Number IX J.1 Attachment of the Decision
of Chairman of Bapepam-LK Number: KEP-179/BL/2008 dated 14 May 2008 in regard
to the Fundamentals of the Articles of Association of the Company to perform public
offering of equity and public company;
Approved the amendment of Article 4, paragraph 1 of the Company's increase the
authorized capital of the Company of Rp 4,500,000,000,000 (in Rupiah full amount)
consists of 45,000 shares, with nominal value of Rp 100 (in Rupiah full amount) to
Rp 5,000,000,000,000 (full Rupiah) consist of 50,000,000,000 (full amount) shares,
with nominal value of Rp 100 (in rupiah full).
b. Approved the issuance of shares of the Company maximum of to 15,000,000,000 new
shares (full amount) with a nominal value of Rp 100 (in Rupiah full amount) offered at
an offer price regarding to applicable laws and regulations, including regulations of
&DSLWDO 0DUNHW DQG 6WRFN ([FKDQJH 5HJXODWLRQ DSSOLFDEOH LQ ZKHUH WKH &RPSDQ\V
shares will be listed.
c. Approved the allocation of shares maximum of 10% of total issuance of new shares, in
order to Employee Stock Allocation (ESA) program with respect to Bapepam-LK or
Otoritas Jasa Keuangan (OJK) regulations and the Stock Exchange Regulations.
d. Approved to authorize the Board of Directors the Company to carry out all necessary
actions in accordance with IPO (Initial Public Offering), including but not limited to:
Establish the use of funds raised through public offering;
Register the shares of the Company at Collective Custody in accordance with
Indonesian Central Securities Custodian regulations;
Record all the issued and fully paid shares of the Company to the Stock Exchange.
e. Approved to provide authority to the Board of Commissionaire of the Company to:
- Determine the certainty of issued shares through Initial Public Offering to the society;
- Stated in notarial deed regarding to increase issue and paid-in capital Company as
a realization of the issuance shares that have been issued in the Initial Public Offering
after completed;
f.
Received and approve the resignation of Mr. Ray Nugraha Yoshuara commencing
15 September 2013.
292
These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/101
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
46. EVENTS AFTER THE REPORTING PERIOD (Continued)
g. Approved to changes in the composition of the Board of Directors and Board of
Commissioners as follows:
Board of Directors
President Director
Irwan Hidayat
Director
Sofyan Hidayat
Director
David Hidayat
Unaffiliated Director
Revi Firmansjah
Board of Commissioners
President Commissioner
Commissioner
Johan Hidayat
Independent Commissioner
The changes of authorized capital has been approved by the Ministry of Law and Human
Rights of the Republic of Indonesia No. AHU-49566.AH.01.02.Tahun 2013 dated
24 September 2013.
2. In accordance with the promissory notes dated 19 September 2013, the Company and
PT Hotel Candi Baru (HCB) in which the company's accounts receivable to HCB amounting
Rp 87,975,415,277. Such receivable bears interest rate appropriate with interest rate
from Goverment Bank and will be paid after the date of 31 December 2013 as agreed by
both parties.
3. In accordance with the Letter of Recognition Debt dated 20 September 2013 between the
Company and PT Daya Cipta Tiara (DCT), wherein DCT has paid all the receivable on
9 October 2013.
4. The Company have received Underpayment Tax Assessment Letter of Income Tax
Article 21 No. 00072/201/11/ 511/13 dated 12 July 2013 for the tax period of January to
December 2011 amounted to Rp 86,5.
5. Base on Initial Public Offering Registration Statement Letter No. 031/IPO/X/2013 dated
10 October 2013, the Company filed a Registration Statement for Initial Public Offering.
Until the completion date of the consolidated financial statements as of 31 July 2013,
the public offering statement is still in the process of obtaining an effective statement
from the OJK.
6. The Company's receivables to PT Gasindo Mekar Putra amounting to Rp 1,810,000,000
already paid on 25 September 2013.
7. Based on statements from the management on 21 October 2013, the Company will redeem
the investment at Universal Ventures Fund SCC in the near future or at the latest on
30 June 2014.
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These consolidated financial statements were originally issued in the Indonesian language
Exhibit E/102
PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31 JULY 2013 AND 31 DECEMBER 2012, 2011 AND 2010
FOR THE PERIOD OF 7 (SEVEN) MONTHS ENDED
31 JULY 2013 AND 2012 (UNAUDITED)
AND YEARS ENDED
31 DECEMBER 2012, 2011 AND 2010
(Expressed in million Rupiah, unless otherwise stated)
47. REISSUANCE OF CONSOLIDATED FINANCIAL STATEMENTS
We previously have published the Independent Auditor's Report No. 771/4-S114/ISW-3/07.13
dated 26 September 2013 regarding the consolidated financial statements of PT Industri Jamu
dan Farmasi Sido Muncul Tbk and its Subsidiaries as of 31 July 2013, 31 December 2012, 2011
and 2010 and for the seven months period ended 31 July 2013 and the years ended
31 December 2012, 2011 and 2010, in connection with the redeem of the Company and its
Subsidiaries investment (Notes 10 and 46) then we has reissued the consolidated financial
statements.
We have also reissued the Independent Auditor's Report No.793/4-S114/ISW-3/07.13/R
dated 23 October 2013 regarding the consolidated financial statements of PT PT Industri Jamu
dan Farmasi Sido Muncul Tbk and Subsidiaries dated 31 July 2013, 31 December 2012, 2011 and
2010 and for the seven months period ended 31 July 2013 and the years ended 31 December
2012, 2011 and 2010, with respect to examination result from Otoritas Jasa Keuangan (OJK)
dated 24 October 2013 regarding the registration statement in the Initial Public Offering of the
Company, hence we reissued to the financial presentation and disclosures with some changes in
the notes 2a, 5, 6, 10, 12, 16, 17, 23, 25, 26, 29, 41, 44, 45 and 46 on such consolidated
financial statements.
48. COMPLETION OF THE CONSOLIDATED FINANCIAL STATEMENTS
The management of the Company is responsible for the preparation of these consolidated
financial statements that were completed on 28 October 2013.
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XIX.
ARTICLES OF ASSOCIATION
The Companys Articles of Association as provided below is the latest of the Companys Articles of Association
as provided in the Deed of Shareholders Meeting Resolution of PT Industri Jamu dan Farmasi Sido Muncul Deed
of Resolutions of the Shareholders of Limited Liability Company PT Industri Jamu dan Farmasi Sido Muncul
No. 33 dated 18 September 2013, drawn up before Fatiah Helmi, SH, Notary in Jakarta, which has been ratified
by the Minister of Justice and Human Right by Decree No. AHU-49556.AH.01.02 dated 24 September 2013 and
registered in the Company Registry under No. AHU-0089234.AH.01.09. dated 24 September 2013, whereby the
shareholders approved to change the Companys status to a public company and to add the Companys
business activities and to adapt the entire provisions of the Companys Articles of Association to conform with the
requirements relating to the articles of association of public companies as set forth under Rule No. IX.J.1, which
resulted in the change of the Companys name to PT INDUSTRI JAMU DAN FARMASI SIDO MUNCUL Tbk.
The Companys Articles of Association has conformed to the Rule No. IX.J.1, Attachment of the Decree of the
Chairman of Bapepam and LK No. Kep179/BL/2008 dated 14 May 2008, and Law No. 40 of 2007 regarding
Limited Liability Company.
NAME AND DOMICILE
Article 1
1. The limited liability is named PT Industri Jamu dan Farmasi Sido Muncul Tbk, domiciling in Semarang City
(hereinafter referred to as the Company).
2. The Company may open branch or representative offices in other locations whether inside or outside the
Republic of Indonesia as determined by its Board of Directors.
PERIOD OF ESTABLISHMENT
Article 2
The Company is established for an indefinite period and commenced operation as a limited liability company on
18 March 1975 (eighteen March nineteen seventy-five).
AIM AND OBJECTIVE AND BUSINESS OPERATIONS
Article 3
1. The aim and objective of the Company is to conduct business in the sectors of herbal medicine and
pharmaceutical industry, trade, ground transportation, service, and agriculture.
2. To achieve the aforesaid aim and objective, the Company may carry out the following business operations:
A. Main business activities:
a. Enage in industrial sector including pharmaceutical, herbal medicine, herb ingredients, cosmetic,
health food and beverages, and electronic medical devices;
b. Engage in trading, including import, export, local, interprovinces, agency, purveyors, wholesaler,
supplier, and distributor for pharmaceutical products, herbal medicine, herb ingredients, cosmetics,
health drinks, food supplements, and electronic medical devices, either for the Company or on a
commission basis for and on behalf of other parties;
c. Engage in ground transportation business, including expedition, warehousing and freight to support
the aforementioned industry and trading activities;
d. Engage in wellness service business, utilize wellness related electronic device and engage in
healthcare services, except legal and tax service;
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e. Engage in agriculture business, which include conservation of herbal plants and animals to be used
as objects for cosmetic and herbs ingredients research and providing visitors infrastructure at the
herbal plants and animal conservation area, all of which are aimed to support the pharmaceutical
and herbal medicine industry referred to above.
B. Supporting business activities:
a. Engage in waste management;
b. Engage in plantation;
c. Engage in printing;
d. Engage in herbal medicine consultation.
CAPITAL
Article 4
1. The authorized capital of the Company is in the amount of Rp5,000,000,000,000.00 (five trillion rupiah),
divided among 50,000,000,000 (fifty billion) shares, each having a nominal value of Rp100.00 (one hundred
rupiah).
2. Out of the above authorized capital, 13,500,000,000 (thirteen million and five hundred thousand) shares each
having a nominal value of Rp100.00 (one hundred rupiah) with a total nominal value Rp1,350,000,000,000.00
(one trillion three hundred and fifty billion rupiah) have been paid-up in full to the Company by each of the
shareholders subscribing as set out at the end of this deed.
3. 100% (one hundred percent) of the above authorized capital, or a total nominal value of
Rp1,350,000,000,000.00 (one trillion three hundred and fifty billion rupiah) have been paid-up in full to the
Company by each of the shareholders in form of cash, as stated in the Deed No. 23 dated 21 March 2013
(twenty first of March two thousand and thirteen), drawn up before Dewikusuma, SH, Notary in Semarang
which has been ratified by the Minister of Justice and Human Right by Decree No. AHUAH.01.1011347 dated
28 March 2013 (twenty eight of March two thousand and thirteen).
4. Payment for shares can be made in form of cash or others. Payment for shares in forms other than cash,
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5. The shares in portfolio shall be issued by the Company subject to approval of the General Meeting of
Shareholders (hereinafter referred to as GMS) under the terms and price determined by the Board of
Directors based on approval from the Board of Commissioners, where such price shall not be lower than the
nominal value, the issuance of such shares shall be subject to provisions hereof and withdue observance of
Capital Market and Stock Exchange regulations where the Companys shares are listed.
6. Any increase of capital by the issuance of Equity Securities (Equity Securities shall mean shares, convertible
securities, or any other securities bearing rights for acquiring shares from the Company as the issuer), shall
be exercised under the following terms:
a. Any increase of capital by the issuance of equity securities which is exercised with an order, shall be
exercised by furnishing the pre-emptive rights (hereinafter being referred to as the HMETD) to the
shareholders whose names registered in the Companys shareholders register proportionally with the
number of shares registered in the Companys shares register in the name of the relevant shareholders
on such date.
b. Issuance of equity securities without the granting of pre-emptive right to shareholders may be effective if
such issuance:
1). is made to the Companys employees;
2). is made to holders of bonds or other convertible securities, issued with the approval of the GMS;
3). is effected in the course of reorganization and/or restructuring approved by the GMS; and/or
4). is effected in accordance with the prevailing Capital Market laws and regulations allowing capital
increase without pre-emptive right.
c. Pre-emptive right shall be transferable and tradable within a period as stipulated in the Bapepam-LK
Rule No. IX.D.1, Annex to Decree of Bapepam-LK Chairman No. Kep-26/PM/2003 dated 17 July 2003
regarding Pre-emptive Right.
d. Equity securities to be issued by the Company which are not subscribed by HMETD holders shall be
allocated to all shareholders which order additional equity securities, provided that in the case of
oversubscription, the unsubscribed equity securities shall be allocated proportionally with the number of
HMETD exercised by each shareholder which orders such additional equity securities.
e. In the case that there are equity securities that remain unsubscribed by the shareholders as stipulated
under letter d of this section, and when standby buyers are available, such equity securities shall be
allocated to certain parties acting as the standby buyer under equal price and terms.
f. The implementation of the issuance of shares in portfolio for the holders of convertible securities or
securities bearing rights to acquire shares, can be conducted by the Board of Directors on the basis of
previous Companys GMS which approved such issuance.
g. The increase of paid-up capital becomes effective upon payment, and the issued shares shall bear the
same rights as the one issued under the same class by the Company without prejudice to Companys
obligation to render notification to the Minister of Justice and Human Rights.
a) The Companys authorized capital may only be increased based on the GMS decision. Changes in
articles on association due to changes in the authorized capital must be approved by the Minister of
Justice and Human Rights.
b) The increase of authorized capital causing the issued and paid-up capital to become less than 25%
(twenty five percent) of the authorized capital, can only be done as long as:
b.1. approval from GMS for the increase of authorized capital has been obtained;
b.2. approval from the Ministry of Justice and Human Rights has been obtained;
b.3. the increase of the issued and paid-up capital to become at least 25% (twenty five percent) of the
authorized capital shall be done no later than 6 (six) months after the approval of the Ministry of
Justice and Human Rights.
b.4. in case the increase of paid-up capital as referred to in Article 4 section 7.b.3 of the Articles of
Association is not fully satisfied, then the Company must re-amend its Articles of Association to
enable the authorized and paid-up capital meet the provision of Article 33 section (1) and section (2)
of the Company Law, within 2 (two) months after the period stipulated under Article 4 section 7.b.3 is
not fulfilled;
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b.5. approval of the GMS as referred to in Article 4 section 7 b.1 of the Articles of Association also
includes the approval for amending the Articles of Association as meant under Article 4 section 7.b.4
of the Articles of Association.
c) The amendment of Articles of Association in order to increase the authorized capital shall become
effective after the payment of shares causing the paid-up capital becomes at least 25% (twenty five
percent) of the authorized capital and bearing the same rights as other shares issued by the Company,
without prejudice to the Companys obligation to proceed approval for the amendment of Articles of
Association upon such increase of such paid-up capital from the Ministry ofJustice and Human Rights.
8. The Company may buy back the issued shares, with due observance of the applicable laws.
SHARES
Article 5
1. Companys shares shall be registered shares, as registered in the Shareholders Register.
2. The Company shall recognize only one individual or 1 (one) legal entity as the owner of one share.
3. Each shares has 1 (one) voting right.
4. If a share, for any reasons, becomes owned by several persons, then those who jointly own the share must
appoint in writing one person among themselves or another person as their representatitve and only the
name of the representative that will be registered in the Shareholders Register and the representative must
be deemed as the legitimate shareholder of the share concerned and shall have the right to exercise all rights
vested by law over that share.
5. Every shareholder must comply with this Articles of Association and all resolutions validly adopted at a GMS,
as well as the prevailing laws and regulations.
6. All shares issued by the Company can be encumbered as collateral with due adherence to the prevailing
laws and regulations concerning the shares pledge, Capital Market Law and the Company Law.
7. Evidence of ownership of shares are as follows:
a. In the case that the Companys shares are not kept in the Collective Depository at the Settlement and
Depository Agency, then the Company shall render a share ownership evidence in the form of shares
collective certificate to the shareholders.
b. In the case that the Companys shares are kept in the Collective Depository at the Settlement and
Depository Agency, then the Company shall issue a certificate or a written confirmation to the Settlement
and Depository Agency as an evidence of registration in the Companys shareholders register.
8. For the Companys shares that are listed on the Stock Exchange, the prevailing Capital Market laws and
Stock Exchange regulations where such shares are listed shall apply.
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SHARES CERTIFICATE
Article 6
1. The Company may issue a collective share certificate as evidence of ownership of 2 (two) or more shares
owned by a single shareholder.
2. A share certificate must contain at least the followings:
a. name and address of the shareholder;
b. share certificate serial number;
c. nominal value of the share;
d. issuance date of the share certificate;
3. A collective shares certificate must contain at least the followings:
a. name and address of the shareholder;
b. collective share certificate serial number;
c. serial number and number of shares;
d. nominal value of the shares;
e. issuance date of the collective share certificate;
4. Each share certificate and/or collective share certificate and/or the convertible bonds and/or warrant and/or
other convertible securities shall be printed out and shall be marked with serial number and rendered a date
of issuance and bearing signature of the Board of Directors and a member of Board of Commissioners
appointed by the Board of Commissioners Meeting and the said signatures can be directly printed on the
said share certificate and/or the collective share certificate and/or the convertible bonds and/or warrant and/
or other convertible securities with regard to the prevailing Capital laws.
REPLACEMENT OF SHARE CERTIFICATE
Article 7
1. The Damaged Share Certificate and Collective Share Certificate
a. In the event that a share certificate is damaged, a replacement of the said share certificate can be issued
if:
1) the applicant who files a written request for said share replacement is the owner of the said share
certificate; and
2) the Company has received the damaged share certificate.
b. The Company must destroy the original of the share certificate after issuing the replacement share
certificate bearing the same serial number as the original one.
2. In the event that a share certificate is lost, the replacement of the said share certificate can be issued if:
a. the applicant who files a written request for said share replacement is the owner of the said share
certificate;
b. the Company has obtained a police report from the Police of the Republic of Indonesia on the lost of the
said share certificate;
c. the applicant who files a request such share replacement provides a security as deemed adequate by the
Companys Board of Directors; and
d. the plan for the issuance of a replacement of lost share certificate has been announced at the Stock
Exchange where the Companys shares are listed by at least 14 (fourteen) calender days prior to the
issuance of such share replacement of share certificate.
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3. All costs incurred for the issuance of a replacement share certificate shall be borne by the shareholder
concerned.
4. The provisions of section 1, 2, and 3 shall also apply for the issuance of a replacement of collective share
certificate or equity securities.
COLLECTIVE DEPOSITORY
Article 8
1. The provisions of collective depository at least shall be as follows:
a. shares held in a collective depository with the Depository and Settlement Institution shall be registered in
the Shareholder Register in the name of the Depository and Settlement Institution on behalf of the
accountholders in such institution;
b. shares held in a collective depository with the custodian bank or securities company shall be registered in
the securities account at the Depository and Settlement Institution on behalf of the custodian bank or
securities company for the benefit of the relevant accountholders of such custodian bank or securities
company;
c. if the shares held in collective depository with the custodian bank constitute a part of a collective
investment contract mutual funds securities portfolio and is not included in collective depository at the
Depository and Settlement Institution, the Company shall register the shares in the Shareholder Register
in the name of the custodian bank for the benefit of the owner of the respective units of the collective
investment contract mutual funds;
d. the Company shall issue certificates or written confirmation to the Depository and Settlement Institution as
referred to in paragraph (a) of this article or the custodian bank as referred to in paragraph (c) of this
article as evidence of registration in the Companys Shareholder Register;
e. the Company shall transfer shares held in collective depository registered in the name of the Depository
and Settlement Institution or the custodian bank concerned. Request for such transfer shall be submitted
by the Depository and Settlement Institution or the custodian bank to the Company or Securities
Administration Bureau designated by the Company;
f. the Depository and Settlement Institution, custodian bank, or securities company shall issue a written
confirmation to the accountholder as evidence of registration in the securities account;
g. with respect to the collective depository, every share of the same type and class issued by the Company
shall have equal status as and may be exchanged with one another;
h. the Company shall refuse registration of the shares in the collective depository if the share certificate is
lost or destroyed, unless the person requesting the transfer is able to provide sufficient evidence and/or
guarantee that the person is the lawful shareholder and the share certificate is indeed lost or destroyed;
i. the Company shall refuse registration of the shares in the collective depository if the shares are pledged,
placed under attachment by court order or is seized in a criminal proceeding;
j. an accountholder whose shares are registered in the collective depository is entitled to be present and/or
cast votes in a General Meeting of Shareholders of the Company in proportion to number of shares held
in the securities account;
k. the custodian bank and securities company shall deliver a list of securities accounts and the Companys
shares owned by each account holder of such custodian bank and securities company to the Depository
and Settlement Institution to be delivered further to the Company by no later than 1 (one) business day
prior to a GMS invitation;
l. the investment manager is entitled to be present and cast votes in the GMS by virtue of the Companys
shares held in collective depository at the custodian bank, which constitute a part of the collective
investment contract mutual funds portfolio and is not held in collective depository at the Depository and
Settlement Institution provided that the custodian bank shall deliver the name of the investment manager
by no later than 1 (one) business day prior to the invitation to the GMS;
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m. the Company shall distribute dividend, bonus shares, or other entitlements relating to ownership of the
shares to the Depository and Settlement Institution with respect to shares held in collective depository
with the Depository and Settlement Institution, which shall forward the said dividend, bonus shares, or
such other rights to the custodian bank and to the securities company for the benefit of the respective
account holders with the custodian bank and securities company;
n. the Company shall distribute dividend, bonus shares, or other rights relating to share ownership to the
custodian bank with respect to shares held in collective depository with the custodian bank which
constitute a part of the collective investment contract mutual funds portfolio and which is not held in
collective depository at the Depository and Settlement Institution; and
o. the latest by which securities account holders are determined as being entitled to receive dividend, bonus
shares, or such other rights with respect to shares held in collective depository shall be determined by the
GMS provided that the custodian bank and securities company shall deliver a list of the securities account
holders and the number of the Companys shares that are held by each of the said securities account
holders to the Depository and Settlement Institution by no later than the date for which constitute the basis
for determining shareholders entitled to receive the dividend, bonus shares, or other entitlements, and
shall forward the consolidated list to the Companys Board of Directors by no later than 1 (one) business
day following the date which constitute the basis for determining shareholders entitled to receive the
dividend, bonus shares, or other entitlements.
2. The provisions of collective depository shall be subject to the Capital Market Law and Stock Exchange
regulations in the Republic of Indonesia where the Companys shares are listed.
SHAREHOLDERS REGISTER AND SPECIAL REGISTER
Article 9
1. The Board of Directors shall establish, keep, and maintain a Shareholders Register and a Special Register in
the Companys place of domicile.
2. In the Shareholders Register the followings shall be recorded:
a. names and addresses of the shareholders and/or the Depository and Settlement Institution or other party
appointed by the account holders of the Depository and Settlement Institution;
b. quantity, serial numbers, and acquisition dates of shares owned by the shareholders;
c. the paid-up amount of each share;
d. names and addresses of perons or legal entities as the pledgees over the shares or as the fiduciary
receiver of the shares as well as the date of encumbrance of such share pledge or the date of registration
of such fiduciary transfer;
e. information on the payments of the shares in the form other than money;
f. other information as deemed necessary by the Board of Directors.
3. The Special Register shall record information pertaining to the ownership of shares by the members of Board
of Directors and Board of Commissioners and their families in the Company and/or in other company and the
dates of acquisition of such shares. The Board of Directors has the obligation to keep and maintain the
Shareholders Register and the Special Register with due care.
4. Every shareholder whose name registered in the Shareholders Register or Special Register shall, by a letter
accompanied with receipt, notify the Board of Directors of the Company for any change of the shareholders
address. So far as such notice has not been rendered, all letters, summons and notices to the shareholder
are valid if addressed to the shareholders last address as recorded in the Shareholders Register.
5. The Board of Directors shall provide the Shareholders Register and the Special Register at the Companys
office. Each shareholder or his/her legal representative has the right to ask for the Shareholders Register and
the Special Register shown to them during business hours of the Company.
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6. The Companys legal shareholders are entitled to exercise all rights rendered to a shareholder under the
applicable laws and with due observance of this Articles of Association.
7. Registration of more than 1 (one) names for 1 (one) share or the transfer of title of 1 (one) share to more than
1 (one) persons is not allowed. The Company shall, with due observance of the provision under Article
5 section (4) of this Articles of Association, be entitled to deem that the shareholder whose name is registered
in the Shareholders Register of the Company is the only legal shareholder of such share(s).
8. The Board of Directors of the Company may appoint and authorize the Securities Administration Bureau to
record the shares in the Shareholders Register and in the Special Register. Each registration and recording
in the Shareholders Register including recording of sale, transfer and assignment, encumbrance, pledge and
fiduciary transfer of shares of the Company or rights or interests over the shares shall be performed in
compliance with this Articles of Association and the applicable Capital Market regulations.
TRANSFER OF SHARES
Article 10
1. a. Except determined otherwise in the Capital Market Law and the Articles of Association of the Company,
transfer of shares shall be sufficiently evidenced by document signed by or on behalf of the transferor and
by or on behalf of the transferee. The document of transfer of shares shall be in form of documents which
has been determined by or approved by the Board of Directors.
b. Transfer of shares held in the collective depository shall be effected by transfer from one securities
account to another securities account at the Depository and Settlement Institution, custodian bank, and
securities company.
The deed of transfer or such other document as referred to section (a) of article must be in a form as
determined by and/or acceptable to the Board of Directors, and the copy or original of which shall be
submitted to the Company, provided that transfer of document for shares listed at the Indonesian Stock
Exchange must conform with the requirements set out in the prevailing Capital Market laws including
regulations that apply at the Indonesian Stock Exchange at which the Companys shares are listed.
2. Transfer of shares which are not in accordance with the provisions in this article nor the prevailing laws or
without approval from authorized parties if required, shall not apply to the Company.
3. The Board of Directors in their sole discretion and by giving a reason thereof, may refuse to register a
transfer of share in the Shareholders Register if any of the relevant provisions in this Articles of Association
has not been satisfied or if any requirements for the transfer of share has not been met.
4. In the event the Board of Directors refuses to register the transfer of shares, the Board of Directors shall
deliver a notification of refusal to the persons intending to effect the transfer within 30 (thirty) days following
the receipt of the request for such transfer by the Board of Directors, provided that in the case of the
Companys shares listed with the Indonesian Stock Exchange the relevant laws and regulations prevailing in
Indonesia must be duly observed.
5. In the event of a transfer of ownership of a share, the original shareholder registered in the Shareholders
Register shall continue to be considered as the shareholder until the name of the new shareholder has been
registered in the Shareholders Register, subject to the relevant regulatory provisions and regulations of the
Indonesian Stock Exchange where the Companys shares are listed.
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6. The person receiving a transfer of shares due to the death of a shareholder or due to any other reason which
causes the ownership of the shares to change by law, by providing evidence of the right to receive the
transfer as may from time to time be required by the Board of Directors, may submit a written application to
be registered as a shareholder. Registration may be put into effect only upon the Board of Directors
acceptance of the evidence of transfer, without prejudice to the relevant provisions of this Articles of
Association and the applicable Indonesian Capital Market laws.
7. Form and methods of transfer of shares which traded listed at the Capital Market must conform with the
requirements set out in the prevailing Indonesian Capital Market laws including regulations that apply at the
Indonesian Stock Exchange where the Companys shares are listed.
GENERAL MEETING OF SHAREHOLDERS
Article 11
1. A GMS consists of:
a. annual GMS;
b. other forms of GMS, hereinafter referred to as extraordinary GMS, which can be conducted anytime as
required.
2. The term GMS as used in this Articles of Association shall mean both the annual GMS and the extraordinary
GMS, unless expressly stated otherwise.
3. GMS that falls under the agenda other events shall not be entitled to make decisions.
4. Annual GMS shall be conducted every year.
5. Annual GMS for approval of the annual report shall be conducted at least in June after the closing period of
respective fiscal year, and during the annual GMS, the Board of Directors shall announce the following:
a. annual report as referred to in Article 21 section (3) of this Articles of Association;
b. proposed utilization of the Companys net profit if the Company has a positive net income;
c. proposed appointment of a public accountant office registered in the Financial Service Authority.
In addition to the agenda referred to in section (a), (b), and (c) in this article, the annual GMS shall discuss
another agenda as long as it is in the interest of the Company in accordance with the provisions of this
Articles of Association and the prevailing laws and regulations.
6. Approval of the annual report by annual GMS, means will effect full release and discharge for the Board of
Directors and Board of Commissioners of the management and supervisory duties undertaken during the
previous fiscal year, provided that such performance of duties are reflected in the annual report except the
misappropriation, fraud, and other criminal activities.
7. In a GMS event can also include the proposal which proposed by:
a. the Board of Commissioners and/or one person or more of shareholders representing at minimum 1/10
(one-tenth) of total amount of paid in shares which have voting rights;
b. the proposals shall be recieved by the Board of Directors within 7 (seven) calendar days prior the date of
notice for GMS.
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2. In the event the member of the Board of Commissioners so appointed has a conflict of interest with regard to
any of the issues to be resolved in the GMS, the GMS shall be chaired by another person appointed by and
from among the members of the Board of Commissioners which do not have such conflict of interest. If all
members of the Board of Commissioners have a conflict of interest, the GMS shall be chaired by a person
appointed by and from among the Board of Directors. If the director so appointed has a conflict of interest
with regard to the issue to be resolved in the GMS, the GMS shall be chaired by a member of the Board of
Directors who does not have a conflict of interest. If all members of the Board of Directors have a conflict of
interest, the GMS shall be chaired by an independent shareholder appointed by other shareholders attending
the GMS.
3. Chairperson of the GMS may request that such power of attorney to represent be presented during the
meeting.
4. All matters discussed and resolved in a GMS shall be recorded in a minute of meeting which shall be signed
by chairperson of GMS and a shareholder or a representative of shareholder who appointed by and from
among them. Minute of meeting shall constitute valid evidence with respect to all shareholders and third
parties in connection with the resolutions so adopted and all events occurring in the GMS.
5. The signing as referred to in section (4) of this article is not required if the minute of meeting is prepared in
form of notarial deed.
6. The minute of meeting which prepared in accordance with the provisions in section (4) and (5) in this article
shall constitute valid evidence with respect to all shareholders and third parties in connection with the
resolutions so adopted and all events occurring in the GMS.
QUORUM, VOTING RIGHTS, AND RESOLUTION OF
THE GENERAL MEETING OF SHAREHOLDERS
Article 14
1. As long as not otherwise provided in this Articles of Association, the quorum of attendance and resolutions of
GMS with regard to the issue to be resolved in the GMS including the issuance of equity and an amendment
that does not require approval of the Minister of Justice and Human Rights of the Republic of Indonesia
securities shall be conducted in accordance with the following provisions:
a. in event of a GMS attended by 1/2 (one-half) of the total shares or represented and the resolutions of
GMS is valid if the motion is approved by more than 1/2 (one-half) of the total shares with valid votes
present at the meeting;
b. in the event of quorum as referred to in paragraph (a) aforesaid cannot be met, the second GMS shall
valid and have right to make a binding resolutions if in GMS at least 1/3 (one-third) of total shares with
votes present or represented and resolutions of GMS is conducted if approved by more than 1/2 (onehalf) of total shares with votes present at the meeting, except otherwise provided in this article and the
applicable laws;
c. if quorum for the second GMS as referred to in paragraph (b) cannot be met, upon request of the
Company, attendance quorum, the required number of votes, invitatiton, and the time for convening a
GMS shall be determined by the Financial Service Authority.
2. A GMS convened to effect an amendment to the Companys Articles of Association requiring the approval of
the Ministry of Justice and Human Rights, shall conform to the following:
a. the GMS shall be attended by shareholders representing at least 2/3 (two-third) of the entire shares with
valid voting rights, and such resolution shall be valid if approved by more than 2/3 (two-third) of the entire
shares with valid voting rights present at the GMS;
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b. in the event the attendance quorum as referred to in paragaraph (a) above cannot be achieved, then at
the second GMS a resolution shall be validly adopted if such GMS is attended by shareholders
representing at least 3/5 (three-fifth) of the total shares with valid voting rights and such resolution
approved by more than 1/2 (one-half) of the total shares with valid voting rights present at the GMS; and
c. in the event the attendance quorum as referred to in paragraph (b) above cannot be achieved, then upon
the request of the Company, the attendance quorum for the third GMS, the total votes required to adopt a
resolution, invitation, and time of convening of the GMS shall be determined by the Financial Service
Authority.
The amendment of the Companys Articles of Association shall be made on the notarial deed and prepared in
the Indonesian language.
3. A GMS convened to tranfer the assets of the Company or make the same as security for a loan, which assets
constitute more than 50% (fifty percent) of the Companys net assets, whether in one or more independent or
related transactions, to effect a merger, amalgamation, acquisition, spin-off, filing of a petition for the
Companys bankruptcy, extension of the Companys establishment period, and dissolution, shall be
conducted in the following manner:
a. the GMS shall be attended by shareholders representing at least 3/4 (three-forth) of the entire shares with
valid voting rights, and such resolution shall be valid if approved by more than 3/4 (three-fourth) of the
entire shares with valid voting rights present at the GMS;
b. in the event the attendance quorum as referred to in paragraph (a) above cannot be achieved, then at the
second GMS a resolution shall be validly adopted if such GMS is attended by shareholders representing
at least 2/3 (two-third) of the total shares with valid voting rights and such resolution approved by more
than 3/4 (three-fourth) of the total shares with valid voting rights present at the GMS; and
c. in the event the attendance quorum as referred to in paragraph (b) above cannot be achieved, then upon
the request of the Company, the attendance quorum of the third GMS, the total votes required to adopt a
resolution, invitation, and time of convening of the GMS shall be determined by the Financial Service
Authority.
4. A GMS convened to approve transactions involving a conflict of interest shall be conducted in the following
manner:
a. the shareholders having such conflict of interest shall be considered as rendering the same decision as
that which has been agreed upon by the independent shareholders, which shall be the shareholders
without any conflict of interests;
b. the GMS shall be attended by shareholders representing at least 1/2 (one-half) of the entire shares with
valid voting rights held by the entire independent shareholders and such resolution shall be valid if
approved by more than 1/2 (one-half) of the entire shares with valid voting rights held by the entire
independent shareholders;
c. in the event the attendance quorum as referred to in paragraph (b) above cannot be achieved, then at the
second GMS a resolution shall be validly adopted if such GMS is attended by shareholders representing
more than 1/2 (one-half) of the total shares with valid voting rights held by the entire independent
shareholders and such resolution approved by more than 1/2 (one-half) of the total shares held by the
entire independent shareholders attending/represented at the GMS; and
d. in the event the attendance quorum for the second meeting cannot be achieved, then upon the request of
the Company, the attendance quorum for the third GMS, the total votes required to adopt a resolution,
invitation, and time of convening of the GMS shall be determined by the Financial Service Authority or its
representative.
5. Person who authorized to attend the GMS are shareholders who recorded in the Companys Register, 1
(one) business day prior to the date of invitation with observance of the prevailing laws and Stock Exchange
regulations whereto the Companys shares are listed.
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6. A shareholder may be represented by another shareholder or third party who has a power of attorney in
observance of the prevailing laws.
7. During the course of the meeting, every share shall conver a right upon the holder to cast 1 (one) vote.
8. A shareholder having voting right who is present at the GMS but do not exercise such right shall be
considered to has cast the same vote as the majority vote of shareholders who has cast their votes.
9. The voting shall be conducted in verbal, except if otherwise determined by the chairperson of GMS.
10. During the voting, member of Board of Directors, member of Board of Commissioners and the Companys
employees shall be prohibited to act as the proxy of shareholders.
11. All resolutions of GMS must be adopted by consensus through amicable dialogue, and in the manner as
provided in this Articles of Association.
12. A GMS can be convened without announcement and invitation provided that the entire shareholders with
valid voting rights present or represented at the GMS and resolutions of GMS shall be approved by the entire
shareholders present.
13. Shareholders may decide validly without convening the GMS, with provision that all shareholders have been
notified by written notification and all shareholders approve the written proposal then sign that approval.
Resolutions which made by that way are equal with valid resolutions in GMS.
DIRECTORS
Article 15
1. The Company is managed and led by Directors.
2. Board of Directors consisting of at least 2 (two) directors:
a. a president director;
b. 1 (one) or more directors;
with observance of the prevailing Capital Market law.
3. Persons who can be appointed as member of Board of Directors are individuals who has the capability in
performing legal action, except within 5 (five) years prior to his/her appointment:
a. had been declared bankrupt;
b. had been being member of Board of Directors or Board of Commissioners who was convicted cause a
bankruptcy of a company; or
c. had been convicted of a criminal acts to detriment of the countrys financial and/or related to the financial
sector.
4. Term of a member of Board of Directors shall conform with the following laws:
a. Company law;
b. Capital Market law; and
c. laws which related to the Companys business activities.
5. The fullfilment of requirements as referred to in this article is evidenced by form/letter which filed by the
Company.
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6. The appointment of a member of Board of Directors which is not met the requirements as referred to in
section (3) in this article is cancelled under the law since the other member of Board of Directors or Board of
Commissioners notice the unfullfilment of requirements. No less than 7 (seven) calendar days since it has
been noticed, other member of Board of Directors or Board of Commissioners shall announce the
cancellation for appointment of member of Board of Directors in no less than 1 (one) newspaper and inform
the Ministry of Justice and Human Rights to recorded in the Companys register.
7. Members of the Board of Directors are appointed and dismissed by a GMS, beginning from the date of the
GMS effecting his/her (their) appointment up to the dismissed at the end of third annual GMS following
his/her (their) appointment, except if otherwise provided in the GMS.
8. Member of Board of Directors after his office term of service may be reappointed by resolution of the GMS.
9. a. GMS can dismiss members of Board of Directors any time by mentioning the reasons.
b. The reason of dismissal of member of Board of Directors as referred to in this article shall be conducted if
the respective member of Board of Directors no longer fullfils the requirements as member of Board of
Directors which among other do disservice the Company or for other reasons appropriate by the GMS.
c. The resolution of dismissal of member of Board of Directors shall be taken after give an opportunity to
member of Board of Directors to present a defense in GMS.
d. Granting the opportunity to member of Board of Directors to present a defense in GMS is not necessary in
event of he has no objection to such dismissal.
e. Dismissal of member of Board of Directors shall be effective as the closing of GMS as referred to in point
(a) in this section or another data which has been determined in resolution of GMS.
10. a. A member of Board of Directors may resign from office prior written notice of such resignation to the
Company.
b. The Company shall then convene a GMS to decide upon the resignation tender of such director by no
later than 60 (sixty) calendar days following the receipt of such notice.
c. If the Company fails to convene a GMS within the period as referred to in this section, the resignation
shall with the lapse of time be valid and the resigning director shall cease from being in office without
requiring the approval from the GMS, in observance of point (g) in this article.
d. Prior to the effective date of resignation, the resigning director shall responsible to accomplish his duties
and responsibilities as stipulated in Articles of Association and the prevailing laws.
e. For the resigning director as referred to in aforesaid shall still be accountable for the period during which
he was a director from the time of appointment up to his effective resignation as director in GMS.
f. Discharge of responsibility of the resigning member of Board of Directors shall be given after the annual
GMS discharge it.
g. In event of member of Board of Directors resigned that led the number of members to less than 2 (two)
persons, then the resignation valid if it has determined in GMS and has appointed the new member, so as
to meet the minimum requirement of number of members.
11. a. Member of Board of Directors may be suspended at any time by Board of Commissioners along with the
reason for such suspension.
b. The suspension as referred to in point (a) shall be informed in writing to the person concerned.
c. The suspended member of Board of Directors shall not be authorized to discharge the duties as stipulated
in this Articles of Association.
d. Within no later than 45 (forty five) calendar days following the suspension, a GMS must be convened.
e. In the GMS as described in point (d), the director concerned shall be given an opportunity to present a
defense in GMS if the suspended director attending the GMS.
f. GMS shall rescinded or affirmed the suspension.
g. In event of GMS is affirmed the suspension, the director concerned shall be dismissed permanently.
h. In event of the suspended member of Board of Directors is not attend the GMS then the suspended
director considered not use his right to defend himself in GMS, thus the suspended director accept the
resolution of GMS.
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i. In the 45 (forty five) days period has elapsed and a GMS as described in point (d) of this section has not
been convened or the GMS cannot reach a decision, the suspension shall become null and void.
12. GMS may:
- appoint other person to fill the position of the dismissed member of Board of Directors; or
- appoint other person to fill the position of the resigning member of Board of Directors; or
- appoint a person as a member of Board of Directors to fill in the vacant position; or
- add a new member of Board of Directors.
The term of office of the person who has been appointed to replace the dismissed or resigning member of
Board of Directors shall be the remaining portion of the term of office of the dismissed or resigning member of
Board of Directors and the term of office of the new additional member of Board of Directors shall be the
remaining term of office of the members of Board of Directors who are still serving at the time, unless
otherwise determined by the GMS.
13. The term of office of a member of Board of Directors shall automatically terminated, if such member of the
Board of Directors:
a. is declared bankrupt or under guardianship pursuant to a court order; or
b. is no longer qualified pursuant to the prevailing laws and regulations; or
c. is deceased; or
d. is dismissed pursuant to a resolution of the GMS.
14. Salaries, service allowances, and other remuneration granted to members of Board of Directors (if any) shall
be determined by the GMS and the authority in respect of the foregoing may be conferred to the Board of
Commissioners.
15. If the position of any member of Board of Directors for whatsoever reason is vacant and the number of
members of Board of Directors is less than 2 (two) persons as indicated under section 2 of this article then no
later than 60 (sixty) calendar days after such vacancy occurred, a GMS shall be convened to fill the vacancy
with due observance to the applicable laws and regulations.
16. In case the position of president director is vacant and as long as his/her successor has not been appointed
or assumed the president director position then, a member of Board of Directors who appointed by Board of
Directors shall perform the obligation of the president director and have the same authorities and
responsibilities as the president director.
17. In case all members of the Board of Directors are vacant then, the provision of Article 19 section (4) of the
Companys Articles of Association shall prevail.
DUTIES AND AUTHORITIES OF THE DIRECTORS
Article 16
1. Board of Directors shall fully assume responsibility in performing its tasks for the Companys interest in
achieving the Companys purposes and objectives.
2. Each member of Board of Directors shall perform his/her duties in good faith and with full responsibility giving
due regards to the prevailing regulations and the Companys Articles of Association.
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3. The Board of Directors shall legally and directly represent the Company within and outside the court in
respect of all matters and in any events, to bind the Company to other parties and other parties to the
Company, and to undertake any acts concerning management and ownership, but with the limitation to:
a. receive or lend loan on behalf of the Company (not included to withdraw the Companys fund in bank)
which amount thereof exceeds the limit which from time to time determined by the Board of
Commissioners meeting;
b. establish a new business or participate in other company whether domestic or overseas which amount
thereof exceeds the limit which from time to time determined by the Board of Commissioners meeting;
c. bind the Company as guarantor;
d. acquire or purchase, sell, or with any other ways to obtain and release right on the Companys fixed
assets and subsidiaries;
e. encumber the Companys assets as lean.
The Board of Directors shall obtain approval from Board of Commissioners, without prejudice to the
provisions in section (4) below this section and the prevailing laws.
4. Any legal action to (a) transfer or release rights or (b) encumber as security more than 50% (fifty percent) of
the Companys net worth in a single transaction or more whether or not they are related one another, the
transaction mentioned above is transfer of the Companys net assets which occurred within 1 (one) fiscal
year then, it shall obtain approval of the GMS under conditions and terms as stipulated in Article 14 section
(3) of this Articles of Association.
5. Legal action to execute any material transactions, affiliated transactions, and conflict of interest transactions
as referred to in the applicable Capital Market laws which require approval from the Companys GMS shall be
subject to conditions as stipulated in the applicable Capital Market laws.
6. Two members of Board of Directors shall be entitled to and authorized to act for and on behalf of the Board of
Directors and legally represent the Company.
7. Distribution of tasks and authorities of each member of Board of Directors shall be determined by the GMS, in
case the GMS is silence then, the distribution of tasks and authorities of each member of Board of Directors
shall be determined by the Board of Directors meeting.
8. In case the Company has any conflict of interest against personal interest of a member of Board of Directors
then, the Company shall be represented by other members of Board of Directors, and in case the Company
has any conflict of interest against the interest of all members of Board of Directors then, the Company shall
be represented by Board of Commissioners with due observance of the applicable laws.
DIRECTORS MEETING
Article 17
1. A Board of Directors meeting may be convened at any time when considered necessary by one or more
members of the Board of Directors or upon the written request of 1 (one) or more shareholders which jointly
representing 1/10 (one-tenth) of the total issued shares with valid voting rights.
2. Invitation to a Board of Directors meeting may be made by any of its members entitled to act for and on its
behalf in accordance with Article 16 section (6) of this Articles of Association.
3. Invitation to a Board of Directors meeting shall be delivered through any kind of written form to each member
of the Board of Directors with receipt by no later than 3 (three) calendar days prior to the meeting, excluding
the date of the invitation and date of the meeting.
4. Invitation to the meeting shall state the agenda, date, time, and venue of the meeting.
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5. A Board of Directors meeting shall be held at the domicile of the Company or its place of business or Stock
Exchange within Republic of Indonesia whereto the Companys share being listed. In the event all members
of the Board of Directors are present or represented, such prior invitation shall not be required and the
meeting may be convened at any location and entitled to adopt valid and binding resolutions.
6. A Board of Directors meeting shall be chaired by the president director. In the event the president director
cannot attend or is unavailable, which shall not be required to be proven to any third parties, the meeting
shall be chaired by a member of the Board of Directors appointed from among members who are present.
7. A member of the Board of Directors may be represented at a Board of Directors meeting by another member
by virtue of a power of attorney.
8. A Board of Directors meeting is valid and entitled to adopt binding resolutions if more than 1/2 (one-half) of
the total members of the Board of Directors is present or represented at the meeting.
9. A resolution of a Board of Directors meeting shall be adopted by way of amicable discussion. If a resolution
cannot be achieved through such a manner, a resolution shall be sought through voting based on approving
votes of more than 1/2 (one-half) of the total votes cast at the meeting.
10. If the number of approving and disapproving votes are equal, then the proposal shall be refused.
11. a. Each attending member of the Board of Directors is entitled to cast 1 (one) vote and an additional 1 (one)
vote for every member he is representing.
b. Each member of the Board of Directors who personally in any way either directly or indirectly has an
interest in a transaction, the contract or proposed contract, in which the Company becomes one of the
parties shall mention the nature of interest in the Board of Directors meeting and not entitled to participate
in the voting on matters related to transactions or contract, unless otherwise stipulated in the Board of
Directors meeting.
12. A minute of Board of Directors meeting shall be prepared by a person present at the meeting or appointed by
the chairperson of the meeting, and subsequently signed by the meeting chairperson and a member of the
Board of Directors or a representative or proxy of a director appointed for such purpose at the meeting. If the
minute of meeting is prepared by a notary, then the above signatures shall not be required.
13. The minute of meeting as referred to in section (12) in this article shall serve as valid evidence with respect to
the members of the Board of Directors as well as any third parties regarding the resolutions adopted at the
meeting.
14. The Board of Directors may also adopt valid resolution without convening a Board of Directors meeting,
provided that all members have been informed in writing and given their approval on the motion in writing by
signing such proposal. A resolution so adopted shall has the same binding power as a resolution validly
adopted in a Board of Directors meeting.
BOARD OF COMMISSIONERS
Article 18
1. The Board of Commissioners shall consists of at least 2 (two) members:
- a president commissioner;
- 1 (one) or more commissioners; with regarding to prevailing Capital Market law.
2. Any member of the Board of Commissioners may not act severally but under resolution of the Board of
Commissioners or based on appointment of the Board of Commissioners.
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3. Persons who can be appointed as member of Board of Commissioners are individuals who has the capability
in performing legal action, except within 5 (five) years prior to his/her appointment:
a. had been declared bankrupt;
b. had been being member of Board of Directors or Board of Commissioners who was convicted cause a
bankruptcy of a company; or
c. had been convicted of a criminal act to detriment of the countrys financial and/or related to the financial
sector.
4. Term of a member of the Board of Commissioners shall conform with the following laws:
a. Company law;
b. Capital Market law; and
c. laws related to the Companys business activities.
5. The fullfilment of requirements as referred to in this article shall be evidenced by a form/letter which filed by
the Company.
6. The appointment of member of Board of Commissioners which is not met the requirements as referred to in
section (3) in this article is cancelled under the law since the other member of Board of Commissioners or
Board of Directors notice the unfullfilment of requirements. No less than 7 (seven) calendar days since it has
been noticed, other member of Board of Commissioners or Board of Directors shall announce the
cancellation for appointment of member of Board of Commissioners at least in 1 (one) national newspaper
and inform the Ministry of Justice and Human Right to be recorded in the Companys register.
7. The members of Board of Commissioners are appointed and dismissed by the GMS, such appointment shall
be effective as of a date determined at the GMS and shall expire at the closing of the third annual GMS after
such appointment, unless otherwise determined at the GMS.
8. Member of Board of Commissioners after his office term of service may be reappointed by resolution of the
GMS.
9. a. The GMS may, at any time, dismiss a member(s) of the Board of Commissioners by stating the reason of
such dismissal.
b. The reasons for the dismissal of the members of Board of Commissioners as meant under this article
shall be done in case the member of Board of Commissioners is no longer meet the requirements for a
member of Board of Commissioners, among others, committing any harmful action to the Company or
due to any other reason as deemed appropriate by the GMS.
c. The resolution of dismissal of member of the Board of Commissioners shall be taken after giving an
opportunity to member of the Board of Commissioners to present a defense in GMS.
d. Granting the opportunity to member of the Board of Commissioners to present a defense in GMS is not
necessary in event of he has no objection to such dismissal.
e. The dismissal of member of Board of Commissioners shall be effective as the closing of GMS as referred
to in point (a) in this section or another date which has been determined in resolution of GMS.
10. a. A member of Board of Commissioners shall have the right to resign from his/her position by submitting a
written notice concerning his/her intention to the Company.
b. The Company shall, no later than 60 (sixty) after receiving the resignation letter, convene the GMS to
resolve the resignation of the member of Board of Commissioners.
c. If the Company fails to cenvene a GMS within the period as referred to point (b) in this section, the
resignation shall with the lapse of time be valid without requiring the approval of the GMS, in observance
of point (g) of this section.
d. Prior to the effective date of resignation, the resigning commissioner shall responsible to accomplish his
duties and responsibilities as stipulated in Articles of Association and the prevailing laws.
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e. For the resigning commissioner as referred to in aforesaid shall still be accountable for the period during
which he was a commissioner from the time of appointment up to his effective resignation as
commissioner in GMS.
f. Discharge of responsibility of the resigning member of Board of Commissioners shall be given after the
annual GMS discharge it.
g. In event of member of Board of Commissioners resigned that led the number of members to be less than
2 (two) persons, then such resignation shall only be valid if it has determined in GMS and has appointed
the new member, so as to meet the minimum requirement of the total members of Board of
Commissioners.
11. The term of office of members of Board of Commissioners shall automatically terminated, if such members of
Board of Commissioners:
a. is declared bankrupt or under guardianship pursuant to a court order;
b. is prohibited to have a position as a member of Board of Commissioners under the provision of laws or
regulations;
c. is deceased; or
d. is dismissed pursuant to a resolution of the GMS.
12. Salaries, allowances, and other remunerations granted to the members of Board of Commissioners shall be
determined by the GMS.
13. If the position of any member of Board of Commissioners office is vacant and the number of members of the
Board of Commissioners is less than 2 (two) persons as indicated under section 1 of this article then, no later
than 60 (sixty) calendar days as of such vacancy occurred, a GMS shall be convened to fill the vacancy with
due observance to the applicable Capital Market regulations.
14. In case the position of president commissioner is vacant and as long as his/her successor has not been
appointed or assumed the president commissioner position then, a member of Board of Commissioners who
appointed by Board of Commissioners meeting shall perform the obligation of the president commissioner
and has the same authorities and responsibilities as the president commissioner.
DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS
Article 19
1. The Board of Commissioners shall perform supervision over the management policies, daily management,
either relating to the Coampany or Companys business and shall provide advice to the Board of Directors.
2. The Board of Commissioners shall, at any time, during office hours of the Company, be entitled to enter the
building and the premises of the Company or other places used or controlled by the Company and be entitled
to inspect all records, letters, and other evidences, to inspect and examine the financial situation and to know
all actions taken by the Board of Directors.
3. The Board of Directors and each member of Board of Directors shall be obliged to give explanations relating
to all matters requested by the Board of Commissioners.
4. In the event that all members of the Board of Directors are suspended or due to any reason the Company
has no member of the Board of Directors, the Board of Commissioners shall temporarily manage the
Company. In that case, the Board of Commissioners shall be entitled to grant temporary authority to one or
more among the members of Board of Commissioners to manage the Company at the responsibility of Board
of Commissioners.
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5. In the case that there is only one member of Board of Commissioners, all tasks and duties vested to the
president commissioner or members of Board of Commissioners under this Articles of Association shall also
be applicable to him.
6. The Board of Commissioners may, at any time, under a resolution of the Board of Commissioners meeting,
suspend one or more members of the Board of Directors from his/her position (their position) if such
member(s) of the Board of Directors engage in actions which contradict the Articles of Association and/or the
applicable laws, the said suspension must be accompanied by valid reasons.
7. The said suspension shall be in compliance with the Article 15 section (11) of this Articles of Association.
BOARD OF COMMISSIONERS MEETING
Article 20
1. A Board of Commissioners meeting may be convened at any time when considered necessary by one or
more members of the Board of Commissioners or upon the written request of director or upon request of 1
(one) or more shareholders which jointly representing 1/10 (one-tenth) of the total issued shares with valid
voting rights.
2. The invitation of the Board of Commissioners meeting shall be made by the president commissioner. In the
event that the president commissioner is not available, of which no evidence to third parties shall be required
then, 1 (one) of the members of Board of Commissioners appointed by the president commissioner shall be
entitled and authorized for the invitation of the Board of Commissioners meeting.
3. Invitation to the Board of Commissioners meeting shall be delivered by using whatsoever means in writing
and delivered to each member of the Board of Commissioners no later than 3 (three) calendar days before
the meeting is convened and in the case of state of urgency, at the latest 1 (one) calendar day before the
meeting excluding the date of invitation and the date of meeting, such urgency state shall be determined by
the president commissioner. In case of all members of the Board of Commissioners are present or
represented at the Board of Commissioners meeting, such prior invitation is not required.
4. Invitation to the meeting shall state the agenda, date, time, and venue of the meeting.
5. The Board of Commissioners meeting shall be convened at the Companys place of domicile or the
Companys place of business or at the place of Stock Exchange where the Companys shares are listed,
provided that it is within the territory of the Republic of Indonesia. If all members of Board of Commissioners
are present or represented at the meeting, the meeting may be convened wherever within the territory of the
Republic of Indonesia and shall be entitled to resolve any valid and binding resolutions.
6. The Board of Commissioners meeting shall be chaired by the president commissioner. In the event the
president commissioner cannot attend or is unavailable, which shall not be required to be proven to any third
parties, the meeting shall be chaired by a member of the Board of Commissioners appointed from among
members who are present.
7. A member of the Board of Commissioners may be represented at the Board of Commissioners meeting only
by the other member of the Board of Commissioners by virtue of a power of attorney.
8. The Board of Commissioners meeting shall be valid and entitled to adopt binding resolutions if more than 1/2
(one-half) of the total members of the Board of Commissioners is present or represented at the meeting.
9. A resolution of the Board of Commissioners meeting shall be adopted by way of amicable discussion. If a
resolution cannot be achieved through such a manner, a resolution shall be sought through voting based on
approving votes of more than 1/2 (one-half) of the total votes validly cast at the meeting.
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10. If the number of approving and disapproving votes are equal, then the proposal shall be refused.
11. a. Each member of Board of Commissioners is entitled to cast 1 (one) vote and 1 (one) additional vote for
every member he is representing.
b. Each member of Board of Commissioners who personally in any way either directly or indirectly has an
interest in a transaction, the contract or proposed contract, in which the Company becomes one of the
parties shall declare the nature of interest at the Board of Commissioners meeting and shall not be
entitled to cast vote concerning the matters related to such transaction or contract, unless otherwise
stipulated in the Board of Commissioners meeting.
c. A voting concerning any person shall be conducted in enclosed letter without signature, while a voting
concerning other matters shall be conducted in verbal unless otherwise determined by the chairperson of
the meeting without any objections from members who are present.
12. A minute of Board of Commissioners meeting shall be prepared by a person present at the meeting as
appointed by the chairperson of the meeting, and subsequently signed by the chairperson of the meeting and
a member of the Board of Commissioners and/or a representative. If the minute of meeting is prepared by a
notary, then the above signatures shall not be required.
13. The minute of Board of Commissioners meeting as referred to in section (12) in this article shall serve as a
valid evidence with respect to the members of the Board of Commissioners as well as any third parties
regarding the resolutions adopted at the meeting.
14. The Board of Commissioners may also adopt valid resolutions without convening a Board of Commissioners
meeting, provided that all members have been informed in writing and given their approval in writing by
signing such approval. A resolution adopted in such manner shall has the same binding powers as a
resolution validly adopted at a Board of Commissioners meeting.
WORK PLAN, FISCAL YEAR, AND ANNUAL REPORT
Article 21
1. The Board of Directors shall prepare and implement the annual work plan.
2. The Board of Directors shall submit the annual work plan to the Board of Commissioners for approval.
3. The approval on the annual report, including the ratification of the annual financial statements as well as the
Board of Commissioners report on supervisory tasks and decision on profit utilization shall be determined by
the GMS.
4. The work plan as referred to in section (1) must be submitted prior to the commencement of the following
financial year.
5. The financial year of the Company shall commence from 1st (first) January to 31st (thirty first) December. At
the end of month of December of each year, the Companys bookkeeping shall be closed.
6. The Board of Directors must submit the Companys financial statements to the public accountant appointed
by the GMS to be audited and the Board of Directors shall prepare the annual report with due observance of
the applicable laws and make it available at the Companys office for review by the shareholders as of the
date of the invitation of the annual GMS.
7. Within 4 (four) months after the closing of the Companys financial year, the Board of Directors shall prepare
the annual report in compliance with the applicable laws.
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8. The annual report shall be signed by all members of the Board of Directors and the Board of Commissioners.
In case there is a member of Board of Directors and/or Board of Commissioners who does not sign the
annual report, specific reasons shall be given in writing. In case there is a member of Board of Directors
and/or Board of Commissioners who does not sign the annual report and giving no reasons upon such matter
then, the relevant members are deemed to have approved such annual report.
9. The Company shall announce the balance sheet and the profit/loss statement in Bahasa Indonesia nationally
circulated newspaper subject to procedures as stipulated under the rule No. X.K.2 concerning the Obligation
for Delivering Periodical Financial Statement of Public Company.
UTILIZATION OF PROFIT AND DISTRIBUTION OF DIVIDENDS
Article 22
1. The Companys net profit in any financial year as stated in the balance sheet and the profit and loss
statement which have been ratified by the annual GMS and constitutes positive profit balance shall be divided
for utilization as determined by the annual GMS.
2. The dividends may only be paid according to financial capability of the Company based on the resolution
adopted in the GMS, such resolution shall also determine the time and the method of payment of dividend.
Dividend for one share must be paid to the person in whose name the share is registered in the Shareholders
Register with due observance of the Article 9 of this Articles of Association, that will be determined by, or by
the authority of the GMS in which the resolution for the distribution of dividend is adopted with due
observance of the applicable rules of the Stock Exchange where the Companys shares are listed.
3. In the event that the annual GMS does not determine other utilization, the net profit shall, after deduction by
the reserve fund as required by the law and this Articles of Association, be distributed as dividends.
4. If the profit and loss statement in a financial year shows a loss that cannot be covered by the reserve fund,
the loss shall remain recorded and entered in the profit and loss statement and in the following financial years
the Company shall not be considered as having made any profit as long as the loss recorded and entered in
the profit and loss statement have not yet been fully covered, without prejudice to the provisions of the
applicable laws.
5. The dividends which remain uncollected within a period of 5 (five) years after the date determined for the
payment of dividends has lapsed, will be entered into a special reserve. The GMS shall determine the
method of collection of the dividends that have been entered into such special reserve. The dividends that
have been entered into the special reserve as mentioned above and uncollected within a period of 10 (ten)
years will become the possession of the Company.
6. As for the shares listed a the Stock Exchange, the applicable rules of the Stock Exchange where the
Companys shares are listed will prevail.
7. The Company may distribute the interim dividends prior to the end of financial year of the Company if
required by shareholders representing 1/10 (one-tenth) of total issued shares, due observance of earning
projection and financial ability of the Company.
8. The distribution of the interim dividends shall be determined by the resolution of the Board of Directors
meeting and approved by the Board of Commissioners with due observance of section (6) of this article.
9. In the event that after the closing of the financial year, it turned out that the Company suffers loss, the interim
dividends that have been distributed must be returned by the shareholders to the Company.
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10. The Board of Directors and the Board of Commissioners of the Company shall jointly and severally be
responsible for the loss suffered by the Company in case the shareholders are unable to return the interim
dividends as referred to section (9) of this article.
UTILIZATION OF RESERVE FUNDS
Article 23
1. The Company must retain certain amount of its net profit in every financial year as a reserve fund, as
determined by the GMS with due observance of the applicable laws.
2. The obligation to retain certain amount of the net profit shall apply when the Company has a positive balance
of profit.
3. The retaining of the net profit for the reserve fund shall be done until the reserve fund has reached 20%
(twenty percent) of the total issued and paid-up capital.
4. The reserve fund which has not reached the amount as referred to in section (3) of this article may only be
utilized to cover the loss which cannot be covered by other reserves.
5. If the amount of the reserve fund has exceeded 20% (twenty percent) of the total issued and paid-up capital,
the GMS may decide that the ecxess amount may be utilized for the Companys needs.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Article 24
1. The amendments to the Articles of Association shall be in compliance with the Company Law and/or Capital
Market regulations.
2. The amendments to the Articles of Association shall be determined by the GMS with due observance of the
provisions contained in this Articles of Association.
3. The amendments to the provisions of the Articles of Association pertaining change of the Companys name
and/or place of domicile of the Company, purposes and objectives, as well as business activities, duration of
the Companys establishment, the amount of authorized capital, reduction of the issued and paid-up capital
and/or change of the status of the Company from a private company to a public company or vice-versa, shall
be subject to approval from the Ministry of Justice and Human Rights as required by the applicable laws.
4. The amendments to the Articles of Association pertaining to the matters other than as referred to in section
(3) of this article shall be sufficiently reported to the Ministry of Justice and Human Rights of the Republic of
Indonesia with due observance of the provisions of the Company law.
5. The provisions concerning reduction of capital shall be with due observance of the applicable laws, especially
the Capital Market regulations.
MERGER, CONSOLIDATION, ACQUISITION, AND SPIN-OFF
Article 25
1. Merger, consolidation, acquisition, and spin-off shall be determined by the GMS in compliance with the
provisions as referred to in Article 14 section (3) of this Articles of Association.
2. Further provisions concerning merger, consolidation, acquisition, and spin-off shall be as stipulated under the
applicable laws, especially the Capital Market regulations.
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XX.
1. Shares Subscription
Shares Subscription shall be carried out in conformity with the terms and requirements set forth in this
Prospectus and the Shares Subscription Form (SSF). SSFs are available from the Underwriters or Selling
Agents that are listed in Chapter XXI of this Prospectus. Shares subscription shall be carried out using the
original SSF issued by the Underwriters, made in 5 (five) copies. Subscriptions that are not in conformity with
the terms referred to above shall not be processed.
Each subscriber shall maintain a Securities Account at the Securities Companies or Custodian Banks that are
Account Holders at the Kustodian Sentral Efek Indonesia (KSEI).
2. Eligible Subscribers
Eligible Subscribers are Individuals and/or Institutions or Corporate Entties as defined in Law No. 8 Year
1995 dated 10 November 1995 regarding the Capital Market, Rule No. IX.A.7, Annex to the Decree of
Chairman of Bapepam and LK No. Kep691/BL/2011 dated 30 December 2011 regarding Subscription and
Allotment of Securities in a Public Offering.
3. Minimum Subscription Quantity
Subscription of shares shall be submitted in a mnimum amount of 1 (one) unit of transactions consisting of
500 (five hundred) shares and subsequently, in multiples of 500 (five hundred) shares.
4. Securities Registration in Collective Depository
All shares offered by the Company through this Initial Public Offering are registered at PT Kustodian Sentral
Efek Indonesia (KSEI) under the Agreement of Equity Securities Registration in KSEI
No. SP-0024/PE/KSEI/0713 signed by and between the Company and KSEI on 16 July 2013.
A. Upon registration of the Shares in KSEI, the following conditions shall apply to the Offerred Shares:
1. The Company shall not issue any Collective Shares Certificate (CSC) for the shares offered in this
Initial Public Offering. The Offered Shares shall be distributed electronically and administered in
KSEIs Collective Depository. Shares issued in this Initial Public Offering shall be credited to the
Securities Account on behalf of the Account Holder by no later than the date of the shares distribution
following the receipt of shares registration confirmation under the name of KSEI from the
Company/SAB.
2. Before the shares offerred in this Initial Public Offering are listed on the Stock Exchange, subscribers
shall receive confirmation of allotment registerd under the name of the subscribers in the form of
Allotment Confirmation Form (ACF)
3. The Company shall issue Shares Subscription Confirmation Form (SSCF) to KSEI as evidence of
registration in the Companys Shareholders List for the shares in Collective Depository.
4. KSEI, Securities Companies or Custodian Banks shall issue a written confirmation to the account
holders which serve as a confirmation of share ownership. The Written Confirmation is a legitimate
confirmation letter for the shares registered in the securities account.
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5. Transfer of shares ownership shall be carried out by way of transfer between Securities Accounts at
KSEI.
6. Shareholders registered in the Securities Accounts shall be entitled for dividend, bonus shares, preemptive rights, and the rights to cast vote in GMM and other rights that are inherent with the shares.
7. Payment of dividends, bonus shares and grant of pre-emptive rights to shareholders shall be carried
out by the Company or the SAB appointed by the Company, through the Securities Accounts at KSEI
to be subsequently forwarded to the Beneficial Owner of the securities accounts at the Securities
Companies or Custodian Banks.
8. Subsequent to the Initial Public Offering and the listing of the Companys shares, shareholders who
wish to obtain the shares certificate may withdraw the shares from Collective Depository at KSEI after
such shares are distributed to the Securities Account of the appointed Securities Companies or
Custodian Banks.
9. The withdrawal shall be carried out by filing an application for shares withdrawal in the form of Shares
Withdrawal Form to KSEI through the Securities Companies or Custodian Banks admistering such
shares.
10. Shares withdrawn from the Collective Depository shall be issued in the form of Collective Shares
Certificate by no later than 5 (five) business days following the receipt of the aforementioned
application by KSEI and shall be issued under the name of the shareholders as requested by the
Securities Companies or Custodian Banks administering the shares.
11. Parties intending to settle transactions of the Companys shares shall appoint a Security Company or
Custodian Bank that are registered as Account Holders at KSEI to administer the shares.
B. Shares withdrawn from KSEIs Collective Depository and for which are a Collective Shares Certificate are
issued cannot be used for the settlement of transactions in the stock exchange. Further information
regarding shares withdrawal proceduresis available at the Underwriters or Selling Agents where the
respective SSFs were filed.
5. Submission of Shares Subscription Order
During the Offering Period, eligible subscribers may submit shares subscription order during normal working
hours to the Underwriters or Selling Agents where the SSFs are obtained.
Each party is elibgle only for 1 (one) form, submitted by the respective subscriber supplemented by
photocopy of identification (Resident Identity Card or Passport for individual and Articles of Association for
legal entity) and performs full payment in accordance with the total subscription. In addition to providing
photocopy of passport, foreign subscribers shall completely and clearly state his/her name and address in the
country of origin and the legitimate legal domicile in the SSF and perform full payment in accordance with the
total subscription.
Selling Agents, Underwriters, Joint Lead Underwriters and the Company reserve the right to reject the shares
subscription in the event of incomplete SSF or failure to meet the requirements of shares subscription.
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6. Offering Period
Offering Period shall be conducted for the period of 4 (four) working days starting on 9 December 2013 at
10.00 West Time Zone and shall be closed on 12 December 2013 at 15.00 West Time Zone. The Joint Lead
Underwriters may shorten the Offering Period in the event that the total subscription exceeds the total shares
offered, with prior notification to OJK, which shall be submitted in no less that 1 (one) Business Day.
7. Allotment Date
Allotment Date when shares allotments are conducted in accordance with the prevailing regulations shall be
16 December 2013.
8. Terms of Payment
Payments can be made in cash, RTGS, transfer or rupiah denominated bank drafts or cheques and paid by
the respective Subscriber (representatives are not allowed), by presenting the original identification and the
respective photocopy and complete and duly filled-in SSF to the Underwriters or Selling Agents at the time
the SSFs are filed and all payment shall be paid to the account of the Joint Lead Underwriters as described
below:
Account Holder: PT Kresna Graha Sekurindo
Bank Mandiri
Branch Bursa Efek Indonesia
Account number: 1040001026736
In the case of payment by cheques or bank drafts, the respective cheques or bank drafts shall bear the name
of the parties filing or signing the SSF. Cheques or bank drafts owned by or bearing the name of a third party
are not acceptable as payment. To avoid late payment, on the last day of the Offering Period, payment shall
be made in cash, RTGS or transfer between Bank Mandiri accounts. All payment shall be cashed or
accepted in good funds in the above account by no later than 17 December 2013 15.00 West Time Zone.
SSFs which payments are not received in the above account on 17 December 2013 15.00 West Time Zone
are considered void and uneligible for allotment.
All fees and charges related to the payment process shall be borne by the subscribers. All cheques and bank
drafts received shall be immediately endorsed upon receipt, in the event that such cheques and bank drafts
are dishonored by the drawing bank, the related shares subscriptions shall be automatically considered void.
Payment of specific shares subscription shall be made directly to the Company. Payment made by transfer
from accounts in other banks shall be supplemented with a copy of the Credit Clearing Note from the
respective bank, which states the SSF and SSL reference number.
9. Receipts
The Lead Underwriters or Selling Agents receiving the SSF shall return to the subscribers, the 5th copy of the
originally signed SSF as a Receipt of Shares Subscription. Such Receipt of Shares Subsctiption is not a
guarantee that the shares subscription shall be fulfilled. The Receipt of Shares Subscription shall be
maintained to be returned at the time of refund and/or receipt of the ACF for the shares subscription. Receipt
of Shares Subscription for specific shares subscription shall be submitted directly to the Company.
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ii) Pooling
In the event that the subscribed shares exceed the offered shares, the Allotment Managers shall exercise
the remaining shares allotment procedures after allocation of fixed allotment as follows:
a. After exempting subscribers who are: (i) directors, commissioners, employees or Parties with 20% or
more share ownership in a Security Company that acts as the Underwriter or Selling Agent with regard
to this Initial Public Offering; (ii) the Companys directors, commissioners, and/or principal
shareholders; or (iii) affiliate of Parties referred to in point (i) and (ii), who are not submitting shares
subscription on behalf of a third party, the allotments shall be as follows:
1. Non-exempted subscribers shall receive all subscribed Shares; and
2. In the event that non-exempted subscribers have received full allotment and the Offered Shares
still remain, the remaining shares shall be allocated proportionally to the subscribers who are (i)
directors, commissioners, employees or Parties with 20% or more share ownership in a Security
Company that acts as the Underwriter or Selling Agent with regard to this Initial Public Offering; (ii)
the Companys directors, commissioners, and/or principal shareholders; or (iii) affiliate of Parties
referred to in point (i) and (ii), who are not submitting shares subscription on behalf of a third party.
b. In the event that there are remaining shares after exempting the subscribers as defined in point a,
which are less the the remaining shares subscription, the allotment for non-exempted subscribers
shall be allocated based on the following requirements:
1. Non-exempted subscribers shall receive 1 (one) unit of transaction at the Stock Exchange,
provided that adequate units of transaction are available. If such units are unavailable, the
remaining units of transactions shall be allocated by way of lottery. The number of shares included
in the unit of transaction referred to above is the highest unit of transaction set by the Stock
Exchange where such shares are to be listed;
2. In the event of remaining shares, subsequent to allocation of 1 (one) unit of transaction to nonexempted subscribers, the remaining shares shall be allocated proportionally in unit of transactions
in accordance with the number of shares subscribed by the subscribers.
11. Postponement or Cancellation of the Initial Public Offering
Within the period from the Effectiveness of the Registration Statement to the end of the Offering Period, the
Company reserves the right to postpone the Initial Public Offering for a maximum period of 3 (three) months
subsequent to the Effective Statement or to cancel the Initial Public Offering based on the terms set forth in
the Underwriting Agreements and all the amendments, changes and additions thereof and with due
consideration to Rule No. IX.A.2, provided that there are events beyond the Companys capabilities and
control, which include the followings:
a. Decline of the IDX composite by more than 10% (ten percent) for 3 (three) consecutive exchange days;
b. Natural disasters, war, riots, fire, strikes which significantly affect the Issuers going concern; and/or
c. Other events which significantly affect the Issuers going concern as defined by OJK.
In the event that Cancellation of the Initial Public Offering occurs prior to the effectiveness of the Registration
Statement, the Company and the Joint Lead Underwriters shall provide a written notification to OJK.
12. Subscription Refund
Subscribers whose subscriptions are declined in parts or in whole or in the event of cancellation of this Initial
Public Offering shall be refunded in Rupiah denomination by the Underwriters or Selling Agents where the
respective SSFs were filed. The refund shall be made by no later than 2 (two) Business Days subsequent to
the end of Allotment Date or the announcement date of the aforementioned cancellation.
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Refunds that are made in the period exceeding 2 (two) Business Days subsequent to the end of Allotment
Date or the announcement date of the Initial Public Offering cancellation shall be entitled for interest for each
day of delay at the amount equals to the interest rate of 1 (one) month Rupiah denominated current account
at Bank Mandiri, that are effective commencing on the 3rd Busines Day subsequent to the Allotment Date or
2 (two) Business Day subsequent to the date of cancellation or postponement of the Initial Public Offering,
calculated proportionally for each day of delay.
The procedures for refunds as referred to above are as follows:
a. Payment shall be made in cash, cheque or bank draft bearing the name of the subscribers upon
presentation or submission of Receipt of Shares Subscription and identity card to the Underwriter where
the Shares Subscribtion Form was filed by the respective subscriber, in accordance with the terms stated
in the SSF and for which the subscribers are exempted from Bank Mandiris administration fee or transfer
fee. Payment by cheque shall be addressed to the subscriber filing (signing) the SSF.
b. Payment may be sent by the Underwriters or directly collected by the respective subscriber by presenting
or submitting identitiy card to the Underwriters where the SSF was initialy filed or to the Company (in the
case of Specific Subscribers), in accordance with the terms set forth in the SSF. In the event that the
shares subscription refunds are available but not collected by the subscribers within 2 (two) Business
Days subsequent to the date of termination of the Agreement resulting in the cancellation of the Initial
Public Offering, the Joint Lead Underwriters and/or Underwriters and/or the Company (in the case of
Specific Subscribers) shall not be held liable and therefore the obligation to pay the fine to subscribers
shall cease to exist.
Shares subscription refunds shall be processed only upon submission of Receipt of Shares Subscription.
Payment of subscription refund may be made in cheque addressed to the subscribers filing the SSF or bank
draft, directly by investors in the office of Underwriters or Selling Agent where the SSFs were initialy filed by
submitting the Receipt of Shares Subscription. Refund of shares subscription for specific subscribers shall be
administered and conducted by the Company.
13. Delivery of Allotment Confirmation Form (ACF ) for the Shares Subscription
Distribution of shares to each securities account in KSEI under the name of the Securities Companies or
Custodian Banks appointed by the subscribers on behalf of the subscribers shall be carried out in no later
than 2 (two) Business Days subsequent to the Allotment Date. ACF for the shares subscription can be
collected at the appointed Shares Administration Bureau by presenting the subscribers original identity card
and receipt of shares subscription. Delivery of ACF for specific subscription shall be conducted by the
Company.
14. Others
The Joint Lead Underwriters and the Company reserves the right to accept or reject the shares subscriptions,
in parts or in whole. In the event of oversubscription and it is proven that certain parties filed more than
1 (one) shares subscription form, either directly or indirectly, the Allotment Managers shall only include
1 (one) shares subscription form first filed by the respective subscriber, in accordance with the provisions of
Rule No. IX.A.7 Annex to the Decree of the Chairman of Bapepam and LK No. Kep691/BL/2011 dated
30 December 2011 regarding Subscription and Allotment of Securities in a Public Offering. In the event that
the shares subscription forms are received by the Joint Lead Underwriters, cancellation in parts or in whole
by the subscribers is prohibited.
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XXI.
The Prospectus and Shares Subscription Forms are available at the office of the appointed Underwriters and
Selling Agents, namely the Securities Brokers registered as members of the IDX as listed below:
JOINT LEAD UNDERWRITERS
PT Mandiri Sekuritas
Plaza Mandiri, 28th Floor
Jl. Jend. Gatot Subroto Kav. 36-38
Jakarta 12190, Indonesia
Phone: (+6221) 526 3445
Fax: (+6221) 5263507
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